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Constitution of the Australian Library and Information Association Limited

14 Powers and duties of directors
14.1 Functions of Board
  The control, management and conduct of the affairs of the Association, subject to the provisions of this Constitution, shall be vested in the Board which may exercise all the powers of the Association and may, without affecting the generality of the foregoing:
  1. borrow money on behalf of the Association either with or without security and if with security may give security by mortgage, charge or lien over all or any part of the property of the Association and for the purposes of clause 4 the rate of interest payable in respect of moneys borrowed from members of the Association shall not exceed the lowest rate paid for the time being by the Commonwealth Banking Corporation in respect of term deposits of an equivalent amount for an equivalent period;
  2. invest money of the Association and from time-to-time vary those investments;
  3. appoint any staff, appoint or engage any professional or other assistance or service required by the Association in the carrying out of its activities and pay reasonable remuneration and fees therefore;
  4. open any banking account and operate the same;
  5. pay all expenses in setting up and registering the Association; and
  6. exercise all such other powers of the Association as are not, by the Corporations Law or by this Constitution, required to be exercised by the Association in general meeting, subject nevertheless to this Constitution, to the Corporations Law, and to such regulations being not inconsistent with the Constitution and the Corporations Law as may be prescribed by the Association in general meeting, but no regulation made by the Association in general meeting shall invalidate any prior act of the Directors which would have been valid if that regulation had not been made.
14.2 Appointment of attorneys
  The Board may, from time to time, by power of attorney, appoint any corporation, firm or person or body of persons, whether nominated directly or indirectly by the Board to be the attorney or attorneys of the Association for such purposes and with such powers, authorities, and discretion not exceeding those vested in or exercisable by the directors under this Constitution and for such period and subject to such conditions as they may think fit, and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with the attorney as the Board may think fit and may in addition authorise the attorney to delegate all or any of the powers, authorities and discretion vested in her.
14.3 Bills of exchange
  All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts for money paid to the Association shall be signed, drawn, accepted, endorsed or otherwise executed as the case may be as the Board from time to time determines.

15 Proceedings of directors
15.1 Meeting of directors
  The Board may meet together for the despatch of business, adjourn and otherwise regulate its meetings as the directors think fit. A director may at any time and the secretary shall on the requisition of a director summon a meeting of the Board.
15.2 Voting
  Subject to this Constitution, questions arising at any meeting of the Board shall be decided by a majority of votes and a determination by a majority of directors shall for all purposes be deemed a determination of the Board. In case of an equality of votes, the chair of the meeting shall have a second or casting vote.
15.3 Quorum
  The quorum necessary for the transaction of the business of the Board may be fixed by the Board and unless so fixed shall be four.
15.4 Reduction in number of directors
  The continuing directors may act notwithstanding any vacancy in their number, but if and for so long as their number is reduced below the number fixed by or pursuant to the Constitution as the necessary quorum of directors, the continuing director or directors may act for the purpose of increasing the number of directors to that number, or of summoning a general meeting of the Association, but for no other purpose.
15.5 Chair at meetings of Board
  The president shall preside as chair at every meeting of the Board, or if the president is not present the vice-president shall preside as chair, or if the vice-president is not present the directors present may choose one of their number to be the chair of the meeting.

16 Committees
16.1 Committee
  The Board may delegate any of its powers not being powers exercisable by or duties imposed on the directors by virtue of the Corporations Law or the general law to committees consisting of such member or members of the Board as it thinks fit. Any committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the Board. A committee shall have the power to co-opt any member or members of the Association and each such member shall have one vote at meetings of the committee.
16.2 Chair of a committee
  A committee may elect a chair of its meetings, but if no such chair is elected or if at any meeting the chair is not present within ten minutes after the time appointed for holding the meeting, the members present may choose one of their number to be the chair of the meeting.
16.3 Voting at meetings of committee
  A committee may meet and adjourn as it thinks proper. Questions arising at any meeting shall be determined by a majority of votes of the members present and in the case of an equality of votes the chair shall have a second or casting vote.

17 Validity of actions and resolutions
17.1 Defect in appointment
  All acts done by any meeting of the Board or of a committee of the Board or by any person acting as a director, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any director or person acting as aforesaid, or that they or any of them were disqualified, shall be as valid as if every such person had been duly appointed and was qualified to be a director.
17.2 Resolutions in writing
  A resolution in writing approved by a majority of directors for the time being entitled to receive notice of a meeting of the Board shall be as valid and effectual as if it had been passed at a meeting of the Board duly convened and held. Such approval may be in writing or may be sent by facsimile or electronically to the office of the Association.

18 Minutes
  The Board shall cause to be kept and recorded minutes of all appointments of office-bearers, other officers, names of directors present at meetings of the Association and of the directors, and of all resolutions and proceedings of general meetings of the Association, of the Board, and of all committees of the Board, and shall cause such minutes to be signed by the chair of the meeting within a reasonable time after the meeting or by the chair of the next meeting. Copies of all such minutes shall be sent forthwith to the directors.
 
19 Register of members
  The Association shall keep a register of members in which shall be entered:
  1. the names and addresses of the members;
  2. the date on which the name of a member was entered in the register;
  3. whether the member has the right to vote at general meetings; and
  4. the date on which any member ceased to be a member.

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10 October 2000 comments | privacy | copyright
http://archive.alia.org.au/governance/constitution/parts.14-19.html