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The ANZBMS Constitution
Articles of Association
[ TABLE OF CONTENTS ]

Council
The Society and the business affairs and property thereof shall be managed by the Council, comprised of eight Councillors as follows:-
  1. President
  2. Vice-President (President Elect)
  3. Six other Councillors

Election of Councillors
Subject as above:
  1. The Councillors shall be elected by ballot held before each Annual General Meeting.
  2. Every candidate for the office of Councillor (including President and Vice-President) shall be nominated in writing by two ordinary members and each nomination paper, together with the candidate's written acceptance of nomination and showing his Region of residence shall be delivered to the Honorary Secretary at least sixty-five (65) days prior to the Annual General Meeting. A candidate for President and Vice-President can, subject to Article 15, opt to be a candidate for Councillor at the same election.
  3. Should there be more candidates than vacancies to be filled the Secretary shall not less than sixty (60) days before the Annual General Meeting forward to members ballot papers listing the names of candidates for Councillors in alphabetical order. Such ballot papers shall contain directions to vote where applicable for President, Vice-President and for a fixed number of candidates which number shall be the number of vacancies to be filled. A member shall record his vote by placing a cross on the ballot paper against the names of the persons for whom he desires to vote and by returning the ballot paper to the Secretary. Only ballot papers received by the Honorary Secretary not less then thirty (30) days before the Annual General Meeting shall be deemed to be valid.
  4. The President (or in his absence the Vice-President) and the Honorary Secretary (or in his absence a Councillor specifically appointed by the Council) shall act as scrutineers and any papers adjudged by them in consultation to be improperly or incorrectly filled in shall be invalid. The scrutineers shall deliver to the Chairman of the Annual General Meeting a list of candidates (up to the number of vacancies to be filled) who received the largest number of votes and the Chairman of the Annual General Meeting shall declare these candidates elected as Councillors. Whenever two or more candidates for the last position to be filled on the Council receive an equal number of votes the candidate to be elected shall be chosen by lot.
  5. The Chairman of the Annual General Meeting shall in the case of there being less candidates nominated than there are vacancies to be filled, declare such candidates and in the case of there being more candidates nominated than there are vacancies to be filled, declare the candidates (to the extent of the vacancies to be filled) receiving the largest number of votes duly elected as Councillors.
  6. If an insufficient number of nominations be received or if there are less nominations than there are vacancies to fill then the Council shall at its first meeting after the Annual General Meeting fill the vacancy or vacancies notwithstanding that their number may be less than three.
  7. If there shall be no nominations received the retiring Council shall continue to act but shall have power at any time during the following year to appoint other qualified persons in their place or in the place of any of them provided always the Council shall not by virtue of this clause continue to act for a period exceeding three (3) years.
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Powers of Council
The business of the Society shall be managed by the Council who may pay all expenses incurred in promoting and registering the Society, and may exercise all such powers of the Society as are not, by the Code or by these regulations, required to be exercised by the Society in General Meeting, subject, nevertheless, to any of these regulations, to the provisions of the Code and to such regulations, being not inconsistent with the aforesaid regulations or provisions, as may be prescribed by the Society in General Meeting; but no regulation made by the Society in General Meeting shall invalidate any prior act of the Council which would have been valid if that resolution or regulation had not been made.

Disqualifications of Councillors
The office of Councillor shall become vacant if the Councillor:-
  1. ceases to be a Councillor by virtue of Section 228 the Act;
  2. becomes bankrupt or makes any arrangement or composition with his creditors generally;
  3. becomes prohibited from being a Councillor of a company by reason of any order made under the Code;
  4. 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;
  5. resigns his office by notice in writing to the Society;
  6. for more than six months is absent without permission of the Council from meetings of the Council held during that period;
  7. holds any office of profit under the Society;
  8. ceases to be a member of the Society; or
  9. is directly or indirectly interested in any contract or proposed contract with the Society.

Provided always that nothing in this Article shall affect the operation of Clause 5 of the Memorandum of Association of the Society.

Proceeding of Council
  1. The Councillors may meet together for the transaction of business, adjourn and otherwise regulate their meetings as they think fit.
  2. Questions arising at any meetings shall be decided by a majority of votes.
  3. In case of an equality of votes the Chairman shall have a second or casting vote.
  4. The Chairman may at any time and the Secretary shall upon receipt of a request in writing by two Councillors convene a meeting of the Councillors.
  5. For the purpose of Clause 3 of the Memorandum of Association the rate of interest payable in respect of monies lent by members to the Society shall be the lowest rate paid for the time being of banks in the State in respect of term deposits.


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