Institute's Rules of Association -
Rule 4 - Governance and Management
4 GOVERNANCE AND MANAGEMENT
4.1 Board of Management
The
Board of Management shall be responsible to the members for the conduct of
the affairs of the Institute.
The
Board of Management shall comprise the Officers of the Institute.
The
Board may secure the assistance of others in any way it considers
appropriate to advance the Objectives of the Institute. In this respect, it may establish additional committees or units on
an Institute-wide or regional basis and shall determine the roles,
prerogatives and accountability of any such committee or unit.
4.1.1 Executive of the Board
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The Board’s Executive shall comprise the President, Vice
President, Secretary and Treasurer. It
shall be responsible to the Board for carrying out the day-to-day business
of the Institute and, in particular, shall prepare advice and
recommendations to facilitate consideration by the Board on any matter
affecting the Institute or its business.
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| b) |
On the recommendation of the Membership Committee, the Board’s
Executive may admit an organisation as a Corporate Member and it may admit
or upgrade a person to the personal grade of Associate Member or Member
but not to Fellow. In each case, the award of the grade of Fellow shall be the
sole prerogative of the Board of Management, following recommendation by
its Executive.
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4.2 Officers
Officers shall be the President, Vice-President,
Treasurer, Secretary, Past
President, Chairperson of the
Membership Committee, Chairperson of the Education and Training
Committee, Chairperson of the International Committee and the Convenor of
the College of Fellows.
The
Past President shall be the most recent of the past Presidents who is able
and willing to serve.
4.3 Powers and Duties of Officers
4.3.1 President and Vice-President
The President, or in his absence the Vice-President,
shall be the Chairperson of Annual General Meetings, meetings of the Board
of Management and its Executive.
4.3.2 Secretary
The
Secretary on behalf of the Institute
shall:
| a) |
be responsible for ensuring that minutes are taken, approved and
retained of all meetings of the Board of Management and its Executive.
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| b) |
maintain up-to-date records of membership, minutes of meetings of all Committees,
and other records of the Institute as determined by the Board of
Management.
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| c) |
liaise with the Public Officer to ensure that the Institute complies with
all statutory requirements governing the activities of the Institute.
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4.3.3 Treasurer
The Treasurer on behalf of the Institute shall :
| a) |
receive all monies paid to the Institute and issue
receipts for cash payments or as otherwise requested;
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| b) |
faithfully keep all records of receipts and
expenditure and books as directed by the Board of Management;
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| c) |
create and maintain true accounts and a record of all
assets and liabilities;
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| d) |
open and maintain a bank account with a bank approved by the Board of
Management in the name of the Institute;
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| e) |
ensure that the debts of the Institute are met
expeditiously;
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| f) |
raise cheques in the name of the Institute for such
payments as have been authorised by the Board’s Executive.
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4.4 Elections
4.4.1 Election of Officers
Except
as may otherwise be provided in these Rules, the Officers of the Institute
shall be elected by the Members,
Fellows and Honorary Life Fellows at the Annual General Meeting.
4.4.2 Voting
Each Member, Fellow
and Honorary Life Fellow has only one
vote.
Associate
Members, Corporate Affiliates and Corporate Members are not qualified to vote.
The
person chairing a meeting has a
casting vote only.
To qualify to vote, whether personally or by proxy, a
Member or Fellow must have paid all current subscriptions and fees.
All votes shall be given personally or by proxy.
All proxies must be submitted in writing to the Secretary
a minimum of five (5) days prior to the meeting at which the vote is to be
sought. The Secretary shall
verify the bona fides of the
member on behalf of whom a proxy is offered.
4.4.3 Vacancies
If
any position is unfilled following the Annual or other General Meeting at
which elections were held, or if a casual vacancy arises during the year,
the Executive of the Board shall arrange for the position to be filled on
a temporary basis until the next occasion when elections would normally be
held.
4.5 Auditor
An
independent Auditor shall be appointed by the Members, Fellows and
Honorary Life Fellows voting in annual general meeting. In the event of a casual vacancy, the Board of Management shall
make a temporary appointment who shall hold office only until the next
annual general meeting of members.
The Auditor shall:
| a) |
examine all accounts of the Institute at least each twelve months
or at any time requested by the Board of Management;
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| b) |
certify as to the correctness of the documents, accounts, etc., and
report to the members and state whether he has obtained the information
required by him;
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| c) |
certify whether in his opinion the accounts are properly drawn up so as to
exhibit a true and correct view of the financial position of the
Institute;
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| d) |
certify whether the Rules of the Institute have been observed; and,
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| e) |
have the right of access to all documents of the Institute.
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4.6 Servants and Support Services
4.6.1 Instructions
Instructions may be issued by the President to the Public
Officer and servants of the Institute in matters of urgency connected with
the management of the affairs of the Institute during the intervals
between meetings of the Board’s Executive.
4.6.2 Public Officer
A Public Officer shall be appointed by the Board of
Management.
The Public Officer need not be a member of the Institute
but must be resident in the Australian Capital Territory.
In accordance with the requirements of a non-profit
Organisation incorporated under the Australian Capital Territory
Associations Incorporation Ordinance 1953, The Institute shall register
the Public Officer’s name and address with the Commission, within 14
days of the appointment.
4.6.3 Accountant
An accountant to assist the Treasurer shall be appointed
by the Board of Management when, in its view, the level of the
Institute’s business merits the appointment of a qualified practitioner.
4.6.4 Solicitor
The Board of Management has the power to secure the
services of a qualified legal practitioner to serve the interests of the
Institute as required.
4.7 The Seal and Emblem
4.7.1 Seal
The seal of the Institute shall be held secure by the
Public Officer or as otherwise determined by the Board of Management.
4.7.2 Emblem
The emblem of the Institute shall be as approved by the
Board of Management and shall not be used by any member without the
written prior approval of the Board of Management.
4.8 Head Office
The Head Office of the Institute shall be in the
Australian Capital Territory and unless otherwise agreed shall be the
residence of the Public Officer.
4.9 Professional Liability
The acceptance for membership of the Institute of any
person or corporation does not in any way give or imply any
representations or warranties by the Institute, its Board of Management,
the Board’s Executive, the Membership Committee nor any member of any
other committee of the Institute (including the College of Fellows), of
the professional ability, performance or qualifications of the person or
corporation granted membership. The
Institute does not hold itself liable in any manner whatsoever for any
malpractice or negligence, howsoever occasioned, by one of its members.
4.10 Insurance
The Board of Management shall effect and maintain public
liability insurance cover on behalf of the Institute with an approved
insurer.
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