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Companies (Tasmania) Code
A Company Limited by Guarantee
ARTICLES OF ASSOCIATION
of
AUSTRALIAN OPTICAL SOCIETY
INTERPRETATION
1. In the construction of these presents the following words and expressions shall have the following meanings respectively, unless there be something in the subject matter or context repugnant thereto:"Code" or "The Code" means the Companies (Tasmania) Code as from time to time amended.
"The unincorporated Association" means the unincorporated body known as the Australian Optical Society whose funds and other assets and liabilities the Society is authorised to take over by Clause 2(5) of the Memorandum of Association.
"Month" means calendar month.
"The Office" means the Registered Office of the Society.
"The Councillors" means the whole or any number (not being less than a quorum) of the Councillors of the Society for the time being assembled at a meeting of Councillors in accordance with the Articles.
"Secretary" includes any person appointed to perform the duties of Secretary for the time being and includes an Honorary Secretary.
"In Writing" and "written" includes printing, lithography and typewriting and all other modes of representing or reproducing the words in visible form.
"Seal" means the Common Seal of the Society.
"Notice" includes all written communications to members.
"These Articles" means the Articles of Association for the time being of the Society.
Words which have a special meaning assigned to them in the Companies (Tasmania) Code have the same meaning in these presents.
Words importing the singular number include the plural and the converse applies.
Words importing males include females. Words importing persons include corporations, companies, associations and institutions.
MEMBERS
3.(1) The members of the Society shall consist of:
(b) Members of the unincorporated Association at the time of the incorporation of the Society.
(c) Such other persons, firms, companies, corporations, institutions, associations and organisations as the Council shall from time to time admit as members; and
(d) Persons distinguished for the promotion or extension of knowledge of optics as may be elected by the councillors as Honorary members.
(3) The annual membership fee so determined may vary according to whether the member is a corporate member or an individual member and in the case of individual members a reduced fee may be determined for members who are students or retired but until otherwise so determined the fee shall be the sum of $200.00 for corporate members and $15.00 for individual members.
(4) Any member who fails to pay his annual membership fee within thirty days of it becoming due and payable shall not be entitled to vote at any general meeting of the Society or exercise any of the other rights and privileges of membership until such fee is paid.
(5) Notwithstanding Article 5(2) a member shall automatically be suspended from membership is he ceases to be a financial member of the Society for more than a period of one (1) year from the date upon which the membership fee became due and payable.
4.
Any member may withdraw from the Society by giving at least seven days notice in writing to the Secretary subject to the payment of any moneys due by him or which he has agreed to pay to the Society prior to the date of his withdrawal.
5.
(1) Application for membership shall be made in such form and in such manner as the Councillors may from time to time prescribe and every applicant for membership shall sign an undertaking to be bound by the provisions of the Memorandum and Articles of the Society. The Councillors may from time to time waive any requirements of this Article if in their opinion it is in the interests of the Society to do so.
(2) If any member shall wilfully refuse or neglect to comply with the provisions of the Memorandum or Articles of Association or the by-laws or regulations of the Society or shall be guilty of any conduct which in the opinion of the Council is unbecoming of a member or prejudicial to the interest of the Society the Councillors shall have power by resolution to censure fine, suspend or expel the member from the Society and remover his name from the register of members PROVIDED THAT at least one week before the meeting of Councillors at which such a resolution for expulsion is proposed such member shall have had notice of such meeting and of what is alleged against him and of the intended resolution and that he shall at such meeting and before the passing of such resolution have had an opportunity of giving orally or in writing any explanation or defence he may think fit and provided further that any such member may by notice in writing lodged with the Secretary at least twenty-four hours before the time for holding the meeting at which the resolution is to be considered by the Committee, elect to have the question dealt with by the Company in general meeting and in that event an extraordinary general meeting of the Company shall be called for the purpose and if at the meeting such a resolution be passed by a majority of two thirds of those present and voting (such vote to be taken by ballot) the member concerned shall be punished accordingly and in the case of a resolution for his expulsion the member shall be expelled.
(3) Any corporation, company, form, association, institution or organisation which is a member of the Society may authorise in writing such person as it thinks fit to act as its representative at any meeting of or otherwise for the purpose of the Society and the person so authorised shall be entitled to exercise the same powers on behalf of the appointor which he represents as the appointed could exercise if it were an individual member of the Society.
COUNCILLORS AND MANAGEMENT OF THE SOCIETY
6.The Society and the business affairs and property thereof shall be managed by a Board of Councillors, who may pay all expenses incurred in setting up and registering the Society, and may exercise all such powers, authorities and discretions of the Society as are not by the Code, or by these Articles, required to be exercised by the Society in general meeting, subject nevertheless to any regulations of these Articles, to the provisions of the Code, and to such regulations, being not inconsistent with the aforesaid regulations or provisions, as maybe prescribed by the Society in general meeting, but no regulation made by the Society in general meeting shall invalidate any prior act of the Councillors which would have been valid if that regulation had not been made.
7.
The Board of Councillors shall consist of 12 persons being a President, a Vice- President, a Past-President, a Treasurer, a Secretary and other councillors. The Executive Officer if any will ex officio be one of the 12 Councillors of the Society.
8.
(1) The President, Vice-President, Past-President and Treasurer shall hold office until the second annual general meeting after the annual general meeting after which he took office.
(2) At the expiry of his term of office as Vice President the Vice President shall become President and at the expiry of his term as President he shall remain a member of the Body of Councillors as Past President until the end of the term of the incoming President.
(3) At the expiry of his term of office the Treasurer shall be eligible for re-election. A retiring Treasurer who does not seek re-election shall remain a member of the Body of Councillors until such time as he should be required to retire under Article 9.
9.
(1) Subject to Article 8 of these Articles a Councillor shall hold office until the second annual general meeting after the annual general meeting at which he was elected. Such Councillor shall retire at such second annual general meeting but shall be eligible for re-election.
(2) Notwithstanding sub-clause (1) of this Article at the first Annual General Meeting of the Society five (5) of the Councillors of the Society shall retire from office but they shall be eligible for re-election. The Councillors to so retire shall (unless they otherwise agree) be determined by lot among themselves, provided that the President and Vice President shall be excluded therefrom.
(3) A Councillor who retires pursuant to sub-clause (1) of this Article shall be eligible for appointment to fill a casual vacancy as herein provided.
10.
(1) At every second Annual General Meeting the Society shall elect a Vice President, a Treasurer and Secretary, and Councillors to fill the positions of the Councillors retiring pursuant to Article 9 of these Articles.
(2) At every Annual General Meeting the Society shall elect Councillors to fill the positions of the Councillors retiring pursuant to Article 9 of these Articles.
(3) The Councillors have power at any time and from time to time to appoint any person who is a member of the society to be a councillor either to fill a casual vacancy or as an addition to the existing Councillors but so that the total number of Councillors does not at any time exceed the number herein provided.
(4) Any Councillor so appointed shall hold office only until the next following Annual General Meeting and shall then be eligible for election.
11.
No person shall be eligible for election or appointment as a Councillor unless he is a member of the Society.
12.
A Councillor may retire from office upon giving fourteen (14) days notice in writing to the Secretary of his intention so to do and such resignation shall take effect upon the expiration of such notice or its earlier acceptance by the Councillors.
13.
In the event of any vacancy or vacancies occurring among the Councillors, the continuing Councillors may act, notwithstanding such vacancy or vacancies, but so that, if their number falls below six (6) the Councillors shall not, except for the purpose of filling vacancies act so long as the number is below that minimum.
14.
Until Councillors are appointed pursuant to these Articles the original subscribers to the Society’s Memorandum of Association shall be deemed to have been appointed pursuant to these Articles and shall continue to act until the appointment of their successors as provided by these Articles and shall be deemed to have held office as from the date of incorporation of the Society.
15.
All acts done by any meeting of the Councillors or of a committee of Councillors, or by any person acting as a Councillor, shall notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such Councillors or persons acting as aforesaid, or that they or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Councillor.
16.
(1) Any casual vacancy occurring in the office of President, Vice-President or Treasurer shall be filled by the Councillors and the person so elected shall hold office only until the Annual General Meeting next following but shall be eligible for re-election provided that nothing in this Article shall require a person elected by the Councillors from among their number to retire from the Body of Councillors at a time earlier than he would be required to retire under Article 9(1).
(2) Where a casual vacancy has occurred in the office of Vice President the society shall at the Annual General Meeting next following elect a President in addition to the other persons to be elected under Article 10(1).
17.
A Councillor shall be deemed to have vacated his office if he: (a) ceases to be a Councillor by virtue of the Code; (b) becomes bankrupt or makes any arrangement or composition with his creditors generally; (c) becomes prohibited from being a director of a company by reason of any order made under the Code; (d) becomes of unsound mind or a person whose person or estate is liable to be dealt with in any way under the law relating to mental health; (e) resigns his office by notice in writing to the Society; (f) for more than four months is absent without permission of the Councillors from meetings of the Councillors held during that period; (g) holds any office of profit under the Society; (h) if being appointed pursuant to Article 7 by reason of being the Executive Officer of the Society that person ceases to hold that position; or (i) is directly or indirectly interested in any contract or proposed contract with the Society provided, however, that a member shall not vacate his office by reason of his being a member of any corporation society or association which has entered or proposes to enter into a contract with the Society if he shall have declared the nature of his interest in the manner required by the Code. PROVIDED ALWAYS that nothing in this Article shall affect the operation of Clause 5 of the Memorandum of Association of the Society.
POWERS AND DUTIES OF COUNCILLORS
18.The Councillors may pay all expenses incurred in setting up and registering the Society and may exercise all such powers, authorities and discretions of the Society as are not by the Code, or by these Articles required to be exercised by the Society in general meeting, subject nevertheless to these Articles and to the provisions of the Code.
19.
The Councillors may appoint such committees as they think fit for such purpose and with such powers authorities and discretions as they may from time to time prescribe.
20.
(1) The Councillors shall appoint one or more secretaries as provided by the Code for such term and at such remuneration and upon such conditions as they think fit and any secretary so appointed may be removed by the Councillors.
(2) The Councillors may appoint any member as Honorary Secretary and remove any person so appointed.
21.
The Councillors may define the powers authorities and discretions, functions and duties of a Secretary and the Honorary Secretary and of any other officer of the Society and from time to time may hold or limit any such powers authorities descretions and duties in such manner as they think fit.
22.
The Councillors shall cause minutes to be kept in books provided for the purpose: (a) of all appointment of officers made by the Councillors; (b) of the names of the Councillors present at each meeting of the Councillors and of any committee of the councillors; (c) of all resolutions and proceeding at all meetings of the Society and of the Councillors and of the committees of the Councillors.
PROCEEDINGS OF COUNCILLORS
23.The Councillors may meet together for the despatch of business, adjourn or otherwise regulate their meetings and proceedings as they think fit and may determine the quorum necessary for the transaction of business. Until otherwise resolved by the Councillors the presence of six (6) of the Councillors for the time being in office shall constitute a quorum of Councillors.
24.
The President, or in his absence, the Vice-President shall take the chair at all meetings of the Councillors and if at any meeting no one of such officers be present within ten (10) minutes after the time appointed for holding the same the Councillors present shall choose some one of their number to be Chairman of the Meeting.
25.
Questions arising at any meeting duly convened, at which a quorum is present, shall be decided by a majority of the votes of the Councillors present and in case of an equality of votes the Chairman of the meeting shall have a second or casting vote.
26.
Upon the written requisition of any two Councillors, the President or Vice- President or in their absence the Secretary shall convene a special meeting of Councillors to be held within fourteen (14) days after the receipt of the requisition. The written requisition shall set forth the objects for which the meeting is required.
27.
A meeting of Councillors at which a quorum is present shall be competent to exercise all or any of the authorities powers and directions by or under the rules of the Society for the time being vested in or exercisable by the Councillors generally.
28.
The Councillors may delegate any of their powers to committees consisting of such Councillors and such other persons as they think fit and may from time to time revoke such delegation. Any committee so formed shall in the exercise of the powers so delegated conform to any rules that may from time to time be imposed upon it by the Councillors but a person who is not a Councillor shall not be entitled to vote. The meetings and proceedings of any such committee shall be governed by the provisions herein contained for regulating the meetings and proceedings of the Councillors so far as the same are applicable thereto and are not superseded by any rule made by the Councillors under this Article.
29.
All acts done by any meeting of Councillors or by a committee of Councillors or by any person acting as a Councillor shall notwithstanding that it shall afterwards be discovered that there was some defect in the appointment of such Councillors or persons acting as aforesaid or that they or any of them were disqualified be as valid as if every person had been duly appointed and was duly qualified.
30.
A resolution in writing signed by all Councillors shall be as valid and effectual as if it had been passed at a meeting of Councillors fully called and constituted.
GENERAL MEETINGS
31.The first annual general meeting of the Society shall be held at such time within eighteen (18) months of the incorporation of the Society and at such place as the Councillors may determine.
32.
Subsequent annual general meetings shall be held once in every calendar year at such times (not being more than fifteen (15) months or less than nine (9) months after the holding of the last preceding annual general meeting) and place as may be prescribed by the Councillors or, in default, at such time in the third month following that in which the anniversary of the Society’s incorporation occurs, and at such place as the Councillors shall appoint. In default, of a general meeting being so held a general meeting shall be held in the next month following, and may be convened by any two (2) members in the same manner as nearly as possible as that in which general meetings are to be convened by the Councillors.
33.
All general meetings other than annual general meetings shall be called extraordinary general meetings.
34.
The Councillors may whenever they think fit, convene an extraordinary general meeting, and extraordinary general meetings shall also be convened on such requisition, or in default may be convened by such requisitionists, as provided by Section 241 of the Code.
NOTICE OF GENERAL MEETINGS
35.Subject to the provisions of Section 248 of the Code relating to special resolutions, fourteen (14) days’ notice at the least (exclusive of the day on which the notice is served or deemed to be served, but inclusive of the day for which notice is given) specifying the place, the day and the hour of meeting and, in case of special business, the general nature of that business shall be given in manner hereinafter mentioned, or in such other manner, if any, as may be prescribed by the Society in general meeting, to such persons as are, under the regulations of the Society entitled to receive such notices from the Society, but general meetings may be convened by such shorter notice as may be agreed upon as provided by sub-section (3) of Section 242 of the Code.
36.
The accidental omission to give notice of a meeting to, or the non-receipt of notice of a meeting by, any member shall not invalidate the proceedings at any meeting.
PROCEEDINGS AT GENERAL MEETINGS
37.All business shall be deemed special that is transacted at an extraordinary general meeting, and all that is transacted at the annual general meeting, with the exception of the consideration of the accounts, balance sheets, and the report of the Councillors and Auditor prescribed by the Code, the election of councillors and the appointment of the Auditor and the fixing of his remuneration.
38.
No business shall be transacted at any general meeting unless a quorum of financial members is present at the time when the meeting proceeds to business; save as herein otherwise provided, two thirds of the number of financial members of the Society or twenty-five (25) financial members personally present (whichever is the less) shall be a quorum.
39.
If within ten (10) 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, and if at the adjourned meeting a quorum is not present with ten (10) minutes from the time appointed for the meeting, the members present shall be a quorum.
40.
The President, or in his absence, the Vice-President, shall preside as Chairman at every general meeting of the Society and if at any meeting neither of such officers be present within ten (10) minutes after the time appointed for the holding of same, the members present shall choose some one of their number to be Chairman of the meeting.
41.
The Chairman of the meeting, 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 ten (10) 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.
42.
At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless a poll is (before or on the declaration of the result of the show of hands) demanded by at least two members present in person or by proxy entitled to vote and unless a poll is so demanded, a declaration by the Chairman of the meeting that a resolution has on a show of hands, been carried, or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book of the proceedings of the Society, shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of, or against that resolution. 43. If a poll is duly demanded it shall be taken in such manner as the Chairman of the meeting directs, and unless the meeting is adjourned the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded.
44.
In the case of an equality of votes, whether on a show of hands or on a poll, the Chairman of the meeting at which the show of hands or the poll took place, shall be entitled to a second or casting vote.
45.
A poll demanded on the election of a Chairman or on a question of adjournment shall be taken forthwith. A poll demanded at a meeting or any other question shall be taken at such time at that meeting as the Chairman of the meeting directs.
46.
(b) The instrument appointing a proxy or representative shall in writing under the hand of the appointor or his attorney duly authorised in writing. A proxy or representative need not be a member of the Society.
(c) An instrument appointing a proxy or representative may be in or to the effect of the following form, or any other form which the Councillors may approve:
COMMON SEAL
47.The Seal of the Society shall not be affixed to any instrument except by a resolution of the Councillors and in the presence of two (2) Councillors each of whom shall sign every instrument to which the seal if to be affixed in their presence.
ACCOUNTS
48.The Councillors shall cause proper accounting and other records to be kept and shall distribute copies of every profit and loss account and balance sheet (including every document required by law to be attached thereto) accompanied by a copy of the Auditors report thereon as required by the Code provided however that the Councillors shall cause to be made out and laid before each annual general meeting a balance sheet and profit and loss account made up to a date not more than three (3) months before the date of meeting.
49.
The Councillors shall from time to time determine in accordance with Clause 11 of the Memorandum of Association at what times and places and under what conditions or regulations the accounting and other records of the Society shall be open to the inspection of members not being Councillors and no member (not being a Councillor) shall have any right of inspecting any account or book or paper of the Society except as conferred by statute or by Clause 11 of the Memorandum of Association or authorized by the Councillors or by the Society in general meeting.
AUDIT
50.A properly qualified Auditor or Auditors shall be appointed and his or their remuneration fixed and duties regulated in accordance with Sections 277-288 of the Code and Clause 11 of the Memorandum of Association.
NOTICES
51.A notice may be given by the Society to any member either personally or by sending it by post to him at his last known address or to the address, if any, within the Commonwealth of Australia supplied by him to the Society for the giving of notices to him. Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, prepaying and posting a letter containing the notice, and to have been effected in the case of a notice of a meeting on the day after the date of its posting, and in any other case at the time at which the letter would be delivered in the ordinary course of post.
52.
(1) Notice of every general meeting shall be given in any manner herein before authorised to: (a) every member except those members whose last address is not known and who have not supplied to the Society an address within the Commonwealth of Australia for the giving of notices to them; and (b) no other person shall be entitled to receive notices of general meetings.
WINDING UP
53.The provisions of Clause 10 of the Memorandum of Association relating to the winding up or dissolution of the Society shall have effect and be observed as if the same were repeated in these Articles.
INDEMNITY
54.Every Councillor, Auditor, Secretary and other officer for the time being of the Society shall be indemnified out of the Assets of the Society against any liability incurred by him in defending and proceedings, whether civil or criminal, in which judgment is given in his favour or in which he is acquitted or in connection with any application under the Code in which relief is granted to him by the Court in respect of any negligence default breach of duty or breach of trust.
BY-LAWS, RULES AND REGULATIONS
55.The Councillors shall have the power from time to time to make such by-laws, rules and regulations not inconsistent with the Memorandum of Articles of Association of the Society as in the opinion of the Councillors are necessary and desirable for the proper control, administration and management of the Society’s operations, finances, affairs, interests, effects and property and the duties obligations and responsibilities of the members and to amend or rescind from time to time any such by-laws, rules or regulations. WE, the several persons whose names and addresses are subscribed, being sub-scribers to the Memorandum of Association of The Australian Optical Society hereby agree to the foregoing Articles of Association.