Doctors for the Environment (Australia) Incorporated
Constitution (Rules) (approved at the AGM held 16th October) 2004
The name of the Association shall be Doctors for the Environment (Australia) Inc hereinafter called "The Association".
The objects of the Association shall be:
- 1.To conserve and restore the natural environment because of its relationship to and impact on human health
- To work towards sustainable development which meets the needs of the present generation without compromising the ability of future generations to meet their own needs.
- To alert doctors and the public on the health effects of environmental degradation locally and worldwide using the best available scientific evidence and the precautionary principle.
- To do all appropriate things incidental to such objects.
- To establish and maintain a public fund to be named “The DEA Fund” for the specific purpose of supporting the environmental objects of the Association. The fund is established to receive all gifts of money or property for this purpose and any money received because of such gifts shall be credited to its bank account. The fund shall not receive any other money or property into its account and it shall comply with subdivision 30-E of the Income Tax Assessment Act 1997.
- The association shall have all the powers conferred by section 25 of the Act
3.2 For the purpose of achieving the said objects the association shall take all powers available pursuant to the Act including the power to:
- enter into agreements with any government, government authority, commission or other institution;
- produce publications or provide services to members of the public for fee or otherwise;
- to make charges including nominal or no charges in respect to work carried out by the association;
- to seek out and obtain information, assistance or co-operation from any person or organisation who has similar objects; and
- to employ or retain on a full-time or part-time basis and on such terms as to pay and other conditions of employment as the association shall agree, (or on a voluntary basis), any person whose particular skills, qualifications or knowledge may be of assistance to the attainment of the objectives of the association.
3.3 The income and property of the association, howsoever derived, is to be applied solely towards the promotion and aims and objectives and no portion is to be paid or transferred by way of profit to members.
4.1 Categories of membership
There shall be five classes of membership as follows:
- *Full members
- Student members
- Associate members
- Honorary members
- Organisational members.
4.2 Full Members
Full membership is open to any qualified medical practitioner who has applied for membership, supports the objects of the association and paid the prescribed membership fee (if any). Full members are entitled to vote at general meetings of the association and to nominate or be appointed to the management committee.
4.3 Student members
Student membership is open to any full or part-time medical student who is not in full-time employment, has applied for membership, supports the objects of the association and has paid the reduced membership fee. Student members are entitled to vote at general meetings of the association and to nominate or be appointed to the management committee.
4.4 Associate members
Associate membership is open to non-medically qualified health professionals who support the objects of the association and have paid the prescribed membership fee (if any). Associate members do not have voting rights at general meetings of the Association and are not eligible for appointment or election to the management committee of the association.
4.5 Honorary members
Honorary membership may be conferred by the management committee of the association on nominated senior health professionals (whether medically qualified or not) for the purpose of co-opting such persons on to the management committee of the association. Honorary members are not liable to pay any membership fee.
4.6 Organisational members
Organisational membership is open to organisations which have applied for membership, support the objects of the association and paid the prescribed membership fee (if any). Organisational members shall be entitled to nominate one natural person to vote on its behalf at general meetings of the association or to stand for election or appointment to the management committee.
4.7 Committee approval required for all members
No applicant for membership (of any class of member) shall become a member unless and until their application has been approved by the Management Committee in accordance with these rules. The Management Committee shall have the unfettered discretion to accept or reject any application for membership without giving any reasons for doing so.
4.8 Resignation of members
A member may resign from membership of the association by giving written notice to the secretary or public officer of the association.
4.9 Lapse of membership
A membership will lapse unless the member pays the current years membership fee within 9 months of the expiry of the previous membership year
4.10 Expulsion of a member
- Subject to giving a member the right to be heard or to make a written submission, the Management Committee may resolve to expel a member upon a charge of conduct or misconduct detrimental to the interests of the association.
- Particulars of the charge shall be communicated to the member at least one month before the meeting of the committee at which the matter will be determined.
- The determination of the Management Committee shall be communicated to the member, and in the event of an adverse determination shall, subject to (d) below, cease to be a member 14 days after the Management Committee has communicated its determination to the member.
- .It shall be open to the member to appeal to the association in general meeting against the expulsion. The intention to appeal shall be communicated to the secretary or public officer of the association within 14 days after the determination of the Management Committee has been communicated to the member.
- In the event of an appeal under (d) above, the appellant's membership of the association shall not be terminated unless the determination of the Management Committee to expel is upheld by the members of the association in general meeting. After the appeal has been heard by members of the association membership shall be terminated at the start of the general meeting of which the determination of the Management Committee is upheld.
5. Management Committee
5.1 Powers and Duties
- The affairs of the association shall be managed and controlled by a Management Committee. The Management Committee may exercise all such powers as are within the objects of the association, and are not by the Act or by these rules required to be done by the association in general meeting. For example, the Management Committee is not entitled to wind up the association or to change its constitution as these are matters which must be referred to a general meeting.
- The committee has the management and control of the funds and other property of the association.
- The committee shall have the authority to interpret the meaning of these rules and any other matter relating to the affairs of the association on which these rules are silent.
- The committee shall appoint a public officer as required by the Act. The public officer is the person whose contact details are provided to members of the public who search the register of incorporated associations maintained by the SA Office of Consumer & Business Affairs and the Australian Securities and Investments Commission.
5.2 Composition of the Management Committee
- 1.The management committee shall comprise of not less than 6 nor more than 12 members.
- 2.A Management Committee member must be a natural person.
5.3 Election of members to the Management Committee
- Where possible, the Management Committee should include representation from each State and Territory of Australia.
- To this end, at any election for membership of the management committee, the positions on the committee shall be filled first by election of one representative from each State and Territory. During such election, any member with voting rights may vote, whether or not that person is from the State or Territory for which a representative is sought.
- Any unfilled or remaining positions on the management committee (up to a total of 12) shall be filled by a general election of members or by appointment as provided for in these rules.
- Nominations for membership of the management committee shall be provided to the secretary no less than 2 weeks prior to the meeting at which the election is to be held. In the event that there are less nominations than there are positions available, nominations may be received at any time prior to the election at the AGM.
5.4 Appointment to the Management Committee
Where an election of members to the management committee results in a committee of less than 12 persons (or if a casual vacancy arises), the management committee at any subsequent management committee meeting may co-opt any other member of the association to be a member of the management committee for any period up to the next general meeting provided that the total number of elected members and co-opted members shall not exceed 12 persons.
5.5 Office Bearers
- The Office Bearers of the Association shall be the Chairperson, Secretary and Treasurer.
- These positions shall be filled by the Management Committee from amongst those elected or appointed to the Committee in accordance with these rules.
- .If necessary, one person may hold more than one office.
- Office bearers do not need to be ratified by the members at the AGM or any subsequent general meeting.
5.6 Vacancies on the management committee
The office of a committee member shall become vacant if a committee member is:
- 1.disqualified from being a committee member under the Act;
- 2.expelled as a member under these rules;
- 3.permanently incapacitated by ill- health (or dies);
- 4.absent without leave of the chairperson for more than three meetings in a financial year;
- 5.no longer the duly appointed representative of an organisational member; or
- 6.resigns by notice in writing to the chairperson.
2.Casual vacancies amongst Office Bearers or other Committee Members may be filled by the Committee by co option for the unexpired remainder of the term.
The Management Committee may appoint sub-committees of members and non members for specific purposes who shall meet as they see fit or as directed by the Committee and who shall report to the Committee.
The Committee may appoint one or more Patrons of the Association.
6. Committee Meetings
- The Management Committee shall meet as often as may be required to conduct the business of the Association BUT not less than twice in each calendar year.
- Notice of meetings shall be by not less than 7 days' notice distributed to all Committee members. Notice must be given in writing and may be posted, faxed or e-mailed to committee members. With the agreement of the committee, a shorter period of notice may be given and ratified at the meeting to which the notice relates.
- Meetings of the Committee and of any subcommittee may be held in person or by any other method determined by the committee including teleconference, video-link, e-mail exchange or other means.
- The quorum shall be 4 Committee members.
- The chairperson at any meeting shall have a personal vote and if votes are equal shall in addition have a casting vote.
- Other members of the Association (or non-members) with special interests or knowledge relevant to the Association may be invited to participate in any meeting and to speak at the discretion of the chairperson but such persons may not vote.
- The Chairperson shall ensure the safekeeping of the Common Seal which shall be affixed only by resolution of the Committee or of a General Meeting and in the presence of two Committee members including at least one Office Bearer.
- The Common Seal should only be used in circumstances in which the association is required to be legally bound, such as leasing premises.
- The Chairperson shall chair Committee and General meetings except that in the absence of the Chairperson or at the request of the Chairperson or of a majority of a meeting another member may be elected as chairperson for that meeting.
- The Chairperson together with the Secretary shall prepare the agenda for Committee and General Meetings.
- The Chairperson shall act as Spokesperson for the association. This does not preclude the Management Committee of the Association appointing alternative or additional spokespersons either generally or on specific subjects.
- The treasurer shall cause monies received to be paid into an account authorised by the Management Committee in the name of the association. Cheque signatories and other necessary authorities shall be determined from time to time by the management committee.
- The treasurer shall cause records to be kept of all receipts and payments and other financial transactions. These records shall be available for inspection by any member;
- The treasurer shall cause to be prepared financial budgets and statements and shall submit a report on the finances to each general meeting and each Management Committee meeting.
- The treasurer shall present audited reports to the annual general meeting.
- The Secretary shall ensure that notice of meetings is given in accordance with the provisions of these rules.
- The Secretary shall ensure that records are kept of the Association including the constitution and policies, records of members, a register of minutes of meetings including telephone conference calls, records of business put to the members for decision and of the process followed, a register of notices, a file of correspondence, and records of submissions or reports made by or on behalf of the Association.
- In the absence of the Secretary or at the request of the Secretary or of a majority of a meeting another member shall be elected as minutes secretary at every meeting.
10. General Meetings of the Association
10.1 Annual General Meeting
- The Annual General Meeting shall be held once in each calendar year after the close of the financial year and not later than 30th November.
- 2.The business of the Annual General Meeting shall be:
- To confirm the minutes of the preceding Annual General Meeting;
- To receive the Management Committee report for the previous financial year;
- To receive the Treasurer's report and the audited financial statements for the previous financial year, together with the financial budget for the current financial year;
- To elect the Management Committee.
- To appoint an auditor
- To determine the membership fees (if any) for the year; and
- To deal with any other business that is required to be dealt with by a General Meeting of the Association or which may conveniently be dealt with at a General meeting and which has been previously notified to members in accordance with these rules.
- c) A quorum at an Annual General Meeting shall be 4 members.
10.2 Notice of the Annual General Meeting
- Unless a longer period is required by the Act, at least 14 days written notice of any general meeting (including the AGM) shall be given to members. The notice shall set out where and when the meeting will be held, and the particulars of the nature and order of business to be transacted at the meeting.
- Notice of a meeting at which a special resolution is to be proposed shall be given at least 21 days prior to the date of the meeting.
- The association may give a notice to any member by serving the member with the notice personally, by sending it through the post to the address appearing in the register of members. Wherever possible, any notices should be sent electronically by facsimile transmission or e-mail.
- Where a notice is sent by post, the service is effected by properly addressing, prepaying and posting a letter or packet containing the notice; and unless the contrary is proved, service will be taken to have been effected at the time at which the letter or packet would be delivered in the ordinary course of the post..
- Where a member of the association is served electronically by facsimile or email, it shall be sufficient for the secretary to provide any notice in that manner. The secretary shall keep a written record of all notices sent to members electronically. Where a notice is sent electronically, unless the contrary is proved, service will be taken to have been effected at the time of transmission.
10.3 Special General Meetings
- The secretary will call a Special General Meeting if requested in writing by a letter signed by not less than 20 members. Any such meeting shall be called not less than 21 days nor more than 2 months after the request for the meeting.
- Notice to members of a Special General Meeting shall be given in the same manner as for the Annual General Meeting.
- A quorum at a Special General Meeting shall be 20 members.
11. Amendment of constitution (Rules)
This constitution may be repealed or amended by resolution of a General Meeting based on the decision of not less than two-thirds of eligible members who voted.
12. Property and Dissolution
- The income property and funds of the Association shall be used and applied solely towards the promotion of the objects and no portion shall be distributed, paid or transferred directly or indirectly by way of dividend, bonus or by way of profit to any members or relatives of members provided that nothing herein shall prevent any payment in good faith to any person in return for services actually rendered or to any person in furtherance of the objects of the Association and without undue preference.
- The Association shall not be dissolved except by approval of not less than two-thirds of the members attending and voting at a meeting called for that purpose of which not less than one calendar month's written notice including notice of the proposed dissolution has been distributed to all members.
- Dissolution, after payment of all debts, any surplus moneys will be paid to an a Association with similar objectives and which also satisfies the eligibility requirements as an income tax-exempt charity or tax deductible gift recipient in accordance with the relevant Australian taxation laws.
13. Public Fund
- .here shall be a public fund known as the Doctors for the Environment (Australia) Public Fund.
- 2.The purpose of the fund is to support the Association's environmental objects.
- 3.Members of the public are to be invited to make gifts of money or property to the fund for the environmental objects of the Association.
- 4.Money from interest on donations, income derived from donated property, and money from the realisation of such property is to be deposited into the fund.
- 5.A separate bank account is to be opened to deposit money donated to the fund, including interest accruing thereon, and gifts to it are to be kept separate from other funds of the Association.
- 6.Receipts are to be issued in the name of the fund and proper accounting records and procedures are to be kept and used for the fund.
- 7.The fund will be operated on a not-for-profit basis.
- 8.A committee of management of no fewer than three persons will administer the fund. The committee of management for the fund will be appointed by the committee of the association. A majority of the members of the committee of management for the fund are required to be 'responsible persons' as defined by the Guidelines to the Register of Environmental Organisations published by the Commonwealth Department responsible for the environment.
- .The association shall inform the Department responsible for the Environment as soon as possible if:
it changes its name or the name of its public fund: or
there is any change to the membership of the management committee of the public fund; or
there has been any departure from the model rules for public funds as outlined in the guidelines of the Register of Environmental Organisations
- The Association agrees to comply with any rules that the Treasurer and the Minister with responsibility for the environment may make to ensure that gifts made to the fund are only used for its principal purpose
- Any allocation of funds or property to other persons or organisations shall be made in accordance with the established objects of the association and shall not be influenced by the preference of the donor
- Within 4 months of the end of each financial year, statistical information about gifts made to the fund during that financial year will be provided to the Secretary of the Environment Department. This annual statistical return will provide information about the expenditure of the fund monies and the Organisations.
- In the case of winding up of the Fund, any surplus assets will be transferred to another fund with similar objectives that is on the Register of Environmental Organisations
Constitution revised and approved at the AGM held on the 16th day of October 2004