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Constitution of the Australian Library and Information Association Limited

11 Proceedings at general meetings
11.1 Quorum
  No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business. Twenty-one members present in person shall constitute a quorum. For the purposes of this clause 'member' includes a representative for a member.
11.2 If quorum absent
  If within thirty minutes from the time appointed for the meeting a quorum is not present, the meeting if convened upon the requisition of members, shall be dissolved. In any other case it shall stand adjourned to the same day in the next week at the same time and place, or to such other day and at such other time and place as the Board may determine.

If at the adjourned meeting a quorum is not present within thirty minutes from the time appointed for the meeting, the members present shall be a quorum unless where the Association has more than one member, only one member is present within that time in which case the meeting shall be dissolved.
11.3 Chair
  The chair of the Board shall preside as chair at every general meeting of the Association or, if there is no such chair, or if she is not present within 15 minutes after the time appointed for the holding of the meeting, or is unwilling to act, the Members present shall elect one of their number to be chair of the meeting.
11.4 Adjournment of meeting
  The chair may with the consent of any meeting at which a quorum is present, and shall if so directed by the meeting, adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for 30 days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid, it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.
11.5 Voting members
  Each member with a right to vote shall have the right to exercise one vote at any general meeting of the Association.
11.6 Voting: show of hands or poll
  At any general meeting a resolution put to the vote at the meeting shall be decided by a show of hands unless a secret ballot is demanded before or immediately after the declaration of the result of the show of hands by the chair. Unless a secret ballot is so demanded, a declaration by the chair that a resolution has on a show of hands been carried or carried unanimously, or by a particular majority, or lost, upon an entry to that effect being made in the book containing the minutes of the proceedings of the Association, shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.
11.7 Secret ballot
  A secret ballot shall be held on any resolution before a general meeting if demanded:
  1. by the chair; or
  2. by at least five members present in person or by proxy or by their representative.
11.8 Procedure for secret ballot
  If a secret ballot is duly demanded it shall be taken either at once or after an interval or adjournment or otherwise as the chair elects, and the result of the secret ballot shall be the resolution of the meeting at which the secret ballot was demanded but a secret ballot demanded on the election of a chair or on a question of adjournment shall be taken forthwith.
11.9 Appointment of scrutineers
  At all general meetings where a secret ballot is to be taken two scrutineers shall be appointed by the chair of the meeting and they shall conduct the ballot. In any case of doubt as to the formality or otherwise of any ballot paper the scrutineers shall refer the same to the chair of the meeting whose decision shall be final.
11.10 A secret ballot may be withdrawn
  The demand for a secret ballot may be withdrawn at any time prior to handing ballot papers to members.
11.11 Determination of votes
  Subject to this Constitution, all questions arising at any meeting of members shall be decided by a majority of votes and a determination by a majority of the members present either in person or by proxy or representative at a duly constituted meeting thereof shall for all purposes be deemed a determination of the Association.
11.12 Casting vote of chair
  In the case of an equality of votes, whether on a show of hands or on a secret ballot, the chair of the meeting at which the show of hands or secret ballot takes place shall have a second or casting vote.
11.13 Voting
  A Member may vote in person, by proxy or Representative and on a show of hands every person present who is a Member or a proxy or a Representative of a Member shall have one vote and on a secret ballot every Member present in person or by proxy or Representative shall have one vote.
11.14 Incapacity
  A member who is of unsound mind or whose person or estate is liable to be dealt with in any way under the law relating to mental health may vote, whether on a show of hands or on a secret ballot, by the member's committee or trustee or by such other person as properly has the management of the member's estate and any such committee, trustee or other person may, subject to this Constitution, vote by proxy.
11.15 Vote by proxy valid notwithstanding intervening death or revocation
  A vote given in accordance with the terms of an instrument of proxy or appointment of a representative shall be valid notwithstanding the previous death or unsoundness of mind of the principal or revocation of the instrument or by the authority under which the instrument was executed, if no intimation in writing of such death, unsoundness of mind or revocation has been received at the office of the Association before the commencement of the meeting or adjourned meeting at which the instrument is used.
11.16 No vote if membership fee unpaid
  No member shall be entitled to vote or speak at any general meeting if the member's annual membership fee is more than one month in arrears at the date of the meeting.

12 National Policy Congress
12.1
  1. At least once in each calendar year the Board shall convene a National Policy Congress which shall comprise (inter alia) such persons as the Board, by By-law, determines from time to time.
  2. The National Policy Congress shall meet at such places as the Board may determine from time to time.
  3. The National Policy Congress shall have the purposes, functions and powers as the Board determines from time to time.
  4. Resolutions of the National Policy Congress shall be determined by vote in accordance with the By-laws establishing the Congress.
13 Board
13.1 Composition of Board
  The Board shall consist of the executive director and not less than two persons and not more than seven persons or such other number as shall be determined from time to time in general meeting.
13.2 First directors
 
  1. The first directors shall be appointed as an interim Board of Directors and shall be the executive of the former Association.
  2. Except for the president and vice-president who shall complete their appointed terms of office, the first directors shall retire at the general meeting to be convened and held pursuant to clause 13.5(b) hereof but shall be eligible for re-election.
13.3 Directors
 
  1. The Board shall comprise the following seven directors with voting powers who shall be appointed as given below:

    1. a president (elected by members);
    2. a vice-president/president elect (elected by members);
    3. two directors elected by members;
    4. one director elected by institutional members; and
    5. two directors elected by the National Policy Congress.
  2. All voting directors shall be personal members of the Association and represent the interests of the organisation as a whole rather than those of a particular constituency. The Board may commission advice from a suitably qualified person or persons.
13.4 Executive director
 
  1. The executive director shall be a non-voting member of the Board and the interim Board of Directors.
  2. The executive director shall be engaged on terms and conditions agreed in writing between the Board and the executive director. The powers and duties of the executive director shall be as agreed between the executive director and the Board and such further or other powers, duties and discretions as determined by the Board from time to time.
13.5 Operational provisions
 
  1. To provide for the carry over of the corporate knowledge on the Board the terms of office shall be overlapping, for a period of two years each. In the case of the vice-president, the second year of the term is to be the presidential year. A director can only hold office for a maximum of two consecutive terms.
  2. Within six months of incorporation and prior to the first Annual General Meeting of the new body, elections shall be held for the positions of directors elected by members and institutional members. Terms shall be as determined by the Interim Board of Directors to be those closest to the terms to bring the Board into a normal election cycle. The National Policy Congress will elect two directors for terms which provide for the normal election cycle.
13.6 Rotation of directors
 
  1. Except for the special arrangements for the initial establishment of the Board, then in each year the following positions will be filled as follows:

    1. A vice-president/president-elect elected by members;
    2. One of the two directors elected by members;
    3. One of the two directors elected by the National Policy Congress.
  2. The director to be elected by the institutional members will be elected in alternate years.
13.7 Election of directors
  The election of directors shall take place in the manner determined by By-laws as promulgated by the Board from time to time.

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10 October 2000 comments | privacy | copyright
http://archive.alia.org.au/governance/constitution/parts.11-13.html