Constitution Preliminary Membership Discipline Preliminary 1) Name The Society shall be known as the Sydney University Speleological Society. 2) Aims and Objectives The aims and objectives of the Society shall be: (a) to unite people who are interested in the exploration, study and recording of cave systems; (b) to foster speleology as a science and a recreational activity; (c) to develop interest in, and to encourage the preservation of, natural wilderness areas in general and natural subterranean areas in particular, and to protect the karst heritage of Australia; (d) to co-operate with other bodies in the furtherance of these aims. 3) Interpretation In this Constitution, except insofar as the context or subject-matter otherwise indicates or requires- "Society" means the Sydney University Speleological Society; "member" means a member of the Society, as set out in section 5; "committee" means the committee of the Society, as detailed in section 12; "general meeting" means any meeting of the Society other than a committee meeting, a subcommittee meeting or an annual general meeting; "Society financial year" refers to the period from April 1 of each calendar s year to March 31 of the following calendar year. Membership 4) Qualification for membership A person is qualified for membership if and only if - (a) (i) the person is a graduate, graduand, postgraduate student, undergraduate, or member of the staff of the University of Sydney, or (ii) the person is a person who does not satisfy clause 4)(a)(i); and (b) the person agrees to subscribe to the aims and objectives of the Society and to abide by the code of ethics of the Society. 5) Setting of Annual Subscriptions (1) At the final committee meeting before the close of each Society financial year, the committee shall determine the sum payable by a member as annual subscription. (2) The committee may by resolution, at the time of determining the sum payable as annual subscription, permit discounts to be allowed for any person or class of persons the committee sees fit. 6) Payment of Annual Subscriptions (1) A member of the Society shall pay to the Society an annual subscription as determined under paragraph 5)(1) before the commencement of the Annual General Meeting in that financial year. (2) Any member not complying with paragraph (1) will be deemed to have resigned from the Society. 7) Members of the Sydney University Sports Union Notwithstanding section 6) above, a member of the Sydney University Sports Union is entitled to membership of the Society without complying with paragraph 6)(1). 8) Honorary Life Membership (1) A person whom the Society decides to honour may be nominated as an Honorary Life Member of the Society by resolution of the committee. (2) A person will become an Honorary Life Member of the Society if the committee's nomination is supported by at least 75% of members voting at a general meeting. (3) Only a person satisfying section 4 may be nominated as Honorary Life Member of the Society. (4) Section 6 does not apply to Honorary Life Members of the Society. Discipline 9) Recommendation of the Committee (1) Where the committee is of the opinion that a member: (a) has allegedly breached the Constitution, By-Laws and/or Code of Ethics of the Society; or (b) has allegedly engaged in conduct prejudicial to any aims of the Society; or (c) has allegedly caused deliberate or reckless damage to Society equipment; or (d) has allegedly been guilty of conduct which may reflect unfavourably upon the Society; then the committee may call upon that member at a committee meeting to show cause why he should not be recommended for temporary or permanent suspension of any or all of the rights and privileges of membership of the Society. (2) The committee has the right at a committee meeting to resolve to recommend the expulsion of a member or suspension or temporary or permanent suspension of any or all of the rights and privileges of membership of the Society for disciplinary purposes, provided that the secretary has caused a notice in writing to be served on the member setting out the nature of the allegations against that person at least 14 days before the meeting at which such a resolution is proposed, informing the member that the member may do any or all of the following: (i) attend and speak at that meeting; (ii) invite any person or persons who may assist the member in making submissions to the committee concerning the proposed resolution; (iii) submit to the committee at or prior to the date of that meeting written representations concerning the proposed resolution; (iv) invite any person or Persons to submit to the committee at or prior to the date of that meeting written representations concerning the proposed resolution (3) At any committee meeting considering a resolution under paragraph (2), the committee shall: (a) give to the member an opportunity to make oral representations concerning the proposed resolution; (b) give to any person or persons at that meeting an opportunity to make oral representations concerning the proposed resolution; (c) give due consideration to any written representations submitted to the committee by the member or another person concerning the proposed resolution at or prior to the meeting; and (d) resolve whether or not to make recommendations in accordance with paragraph (2). (4) Where the committee makes a recommendation under paragraphs (2) and (3), the secretary shall, within 7 days after that recommendation is made, by notice in writing inform the member of the recommendation and of the provisions of section 10. 10) Approval by General Meeting (1) At the first general meeting after a recommendation under section 9 is made, the recommendation will be read to the general meeting and voted on by the members there present. (2) A recommendation under section 9 must be carried by a 75%majority of members present to be accepted. The Committee 11) Powers of the Committee The committee shall be called the Society Committee and subject to this Constitution and the Society By-Laws - (a) shall control and manage the affairs of the Society; (b) may exercise all such functions as may be exercised by the Society other than those functions that are required by this Constitution to be exercised by a general meeting of members of the Society; (c) may determine the rights of members or any class of members; (d) shall appoint councillors to the Australian Speleological Federation, in addition to the Senior Councillor, in accordance with the Constitution of the Australian Speleological Federation Incorporated: and (e) has power to perform all such acts and do all such things as appear to the committee to be necessary or desirable for the proper management of the affairs of the Society, including the making and amendment of By-Laws not inconsistent with this Constitution for the administration of the Society, the carrying into effect of this Constitution, or for any associated matter. 12) Constitution of the Committee (1) The committee shall consist of - (a) the office bearers of the Society; and (b) three ordinary members, each of whom shall be elected at the annual general meeting of the Society pursuant to section 13. (2) The office bearers of the Society shall be: (a) the president; (b) the vice-president; (c) the secretary; (d) the treasurer; (e) the minutes secretary; (f) the senior councillor of the Australian Speleological Federation Incorporated; (g) the editor of the Society bulletin; (h) the equipment officer; (i) the safety officer; and (j) the librarian. (3) (a) Each member of the committee shall be a member of the Society; and (b) at least seven positions on the committee, including the position of President, shall be held by members of the Society satisfying subsection 4)(a)(i). (4) Each member of the committee shall, subject to these rules, hold office until the conclusion of the annual general meeting following the date of the member's election, and be eligible for re-election. (5) A position on the committee may be resigned at any time. (6) If a nomination is not received for any position on the committee at an Annual General Meeting there shall be deemed to be a casual vacancy on the committee. (7) Any casual vacancies on the committee will be filled by a member appointed at the next general meeting according to the procedures in section 13, and that member shall hold office until the next annual general meeting of the Society. 13) Elections (1) The ballot for the election of office bearers and ordinary members of the committee shall be conducted at the annual general meeting. (2) To be eligible to become a member of the committee, a person must: (i) be nominated for election to the committee by another member; (ii) have that nomination seconded by a member not being the member in (i) above; and (iii) accept that nomination. (3) Nominations shall be called for each office in the order given in subsection 11)(3). (4) In the case of only one nomination being received for any individual committee position, then the member nominated will be declared elected unopposed to that position. (5) In the case of - (i) two or more members being nominated for election as an office bearer; or (ii) four or more members being nominated for election as a general committee member, then a ballot of members present shall be taken. (6) (a) The outgoing president shall, before any nominations are called for under paragraph (3), appoint an electoral officer to oversee any ballots required by paragraph (5). (b) The electoral officer's duty is to enforce the electoral procedures as laid out in this Constitution and be satisfied that they have been complied with in every respect, and to adjudicate on any disputes as to electoral procedure. (c) The electoral officer may not be nominated for a position on the committee. (d) The electoral officer may not vote for members of the committee. (7) In a ballot under - (i) clause (5)(i), each member shall be entitled to cast one vote only; and (ii) clause (5)(ii), each member shall be entitled to cast one vote for each of not more than three candidates. (8) At the conclusion of a ballot under paragraph (5), the position or positions in question shall be declared filled by - (i) in the case of a ballot under clause (5)(i), the candidate for whom the highest number of votes have been cast; or (ii) in the case of a ballot under clause (5)(ii), the three candidates for whom the highest numbers of votes have been cast. (9) (a) In the event that, in a ballot conducted under clause (5)(i), more than one candidate receives the same number of votes, and that number is the highest number of votes polled for any candidate, then the ballot process detailed in paragraphs (5), (7) and (8) shall be repeated. with those candidates alone standing as nominees. (b) In the event that, in a ballot conducted under clause (5)(ii), more than one candidate is eligible under clause (8)(ii) for election to the position or positions, then the ballot process detailed in paragraphs (5), (7) and (8) shall be repeated, with only those candidates eligible under clause (8)(ii) for election to the position or positions standing as nominees. (10) In the event that, in a ballot conducted under paragraph (9), more than one candidate is eligible under clause (8)(i) or (8)(ii) for election to the position or positions, then notwithstanding clause (6)(d), the electoral officer is entitled to vote according to paragraph (7). (11) In the event that, following the electoral officer's rights being exercised under paragraph (10), more than one candidate is eligible under clause (8)(i) or (8)(ii) for election to the position or positions, then the position or positions will be determined by lot. (12) No member may occupy more than one position on the committee unless that member is filling a casual vacancy on the committee and there are no other nominees for that vacancy who are not also members of the committee. 14) Duties of Committee Members The duties of committee members are as set out in the by-laws. 15) Meetings of the Committee (1) The committee shall endeavour to meet at least eight times in each period of twelve months at such times and places as the committee may determine. (2) (a) Reasonable endeavour must be made to give oral or written notice of a meeting of the committee to each member of the committee at least 48 hours before the time appointed for the holding of the meeting. (b) Publication of the time and place of a committee meeting in the Society bulletin or at a general meeting or annual general meeting is deemed sufficient notice under paragraph (a) above. (3) The time and place of the next committee meeting shall be agreed upon before the conclusion of each committee meeting, where practicable. (4) Any five members of the committee will constitute a quorum for the transaction of business of a meeting of the committee. (5) No business shall be transacted by the committee unless a quorum is present. (6) At a meeting of the committee - (a) the president or, in the president's absence, the vice-president shall preside; or (b) if the president and the vice-president are absent such one of the remaining members of the committee as may be chosen by the members present at the meeting shall preside. 16) Delegation by Committee to Sub-Committee (1) The committee may by resolution delegate to one or more. subcommittees (consisting of such member or members of the Society as the committee thinks fit) the exercise of such of the functions of the committee as are specified in the resolution other than this power of delegation. (2) A function the exercise of which has been delegated to a subcommittee under this section may, while the delegation remains unrevoked, be exercised from time to time by the subcommittee in accordance with the terms of the delegation. (3) A delegation under this section may be made subject to such conditions or limitations as to the exercise of any function the subject thereof. or as to time or circumstances, as may be specified in the instrument of delegation. (4) Notwithstanding any delegation under this section, the committee may continue to exercise any function delegated. (5) Any act or thing done or suffered by a subcommittee acting in the exercise of a delegation under this rule has the same force and effect as it would have if it had been done or suffered by the committee. (6) The committee may. by instrument in writing, revoke wholly or in part any delegation under this section. (7) A subcommittee may not act unless a number of members of the subcommittee not less than 50% of the total number of members of the subcommittee is present at a meeting. (8) A subcommittee may meet and adjourn as it thinks proper. 17) Voting and decisions (1) Questions arising at a meeting of the committee or of any subcommittee appointed by the committee shall be determined by a majority of the votes of members of the committee or subcommittee present at the meeting. (2) Each member present at a meeting of the committee or of any subcommittee appointed by the committee (including the person presiding at the meeting) is entitled to one vote but, in the event of an equality of votes on any question, the person presiding may exercise a second or casting vote. (3) Subject to subsections 15)(4) and 15)(5), the committee may act notwithstanding any vacancy on the committee. (4) (a) Each member of the committee or subcommittee shall be entitled to appoint another member of the committee or the same subcommittee as proxy by notice in writing signed by the appointing member specifying the member whom that member is appointing as proxy. (b) The notice appointing the proxy must be produced by the appointed member on demand by the chairperson or the appointed member shall have no right to hold the proxy of the appointing member. (5) Any decision of the committee may be overturned by a resolution passed at a general meeting of the Society. (6) No member may move a motion to overturn a decision of the committee unless seven days notice has been given to the secretary. General Meetings and Annual General Meetings 18) Holding of Annual General Meetings The Society shall, at least once in each calendar year and within the period of four months after the expiration of each financial year of the Society, convene an annual general meeting. 19) Calling of and Business of Annual General Meetings (1) The annual general meeting of the Society shall, subject to section 18, be convened on such date and at such place and time as the committee thinks fit. (2) In addition to any other business which may be transacted at an annual general meeting, the business of an annual general meeting shall be - (a) to receive from the committee reports upon the activities of the Society during the last preceding financial year; and (b) to elect office bearers of the Society. (3) An annual general meeting shall be specified as such in the notice convening it. 20) Holding of General Meetings The committee may, whenever it thinks fit, convene a general meeting of the Society. 21) Notice of Meetings (1) Where the nature of the business proposed to be dealt with at an annual general meeting or general meeting requires a special resolution, the secretary shall, at least 21 days before the date fixed for the holding of the general meeting, (a) cause to be sent by pre-paid post to each member at the member's address; or (b) publish in the Society Bulletin; a notice specifying the place, date and time of the meeting and the full text of the resolution proposed as a special resolution and specifying the intention to propose the resolution as a special resolution. (2) Where an annual general meeting or a general meeting not covered by paragraph (1) is to be called, publication of the date, place and time of the meeting in the Society bulletin or at the preceding general meeting or annual general meeting shall be considered adequate notice of the meeting. (3) Except in the case of paragraph (1) above, no notice need be given to members of business to be raised at a general meeting. 22) Quorum (1) No item of business shall be transacted at a general meeting unless a quorum of members entitled under this Constitution to vote is present in person or by proxy during the time the meeting is considering that item. (2) Fifteen members, or 20% of the total financial membership of the Society, whichever is the less, present in person or by proxy (being members entitled under this constitution to vote at a general meeting or annual general meeting) constitute a quorum for the transaction of the business of a general meeting. (3) If within one hour after the appointed time for the commencement of a general meeting a quorum is not present in person or by proxy, the meeting shall be dissolved. 23) Procedure (1) At any general meeting - (a) the president (or, if the president is absent or unwilling to act, the vice-president) will preside; or (b) if the president and vice-president are both absent or unwilling to act, the members present shall elect one of their number to preside as a chairperson at the meeting. 24) Making of decisions (1) A question arising at a general meeting of the Society shall, subject to this Constitution, be determined on a show of hands and, unless before or on the declaration of the show of hands a secret poll is demanded, a declaration by the chairperson that a resolution has, on a show of hands, been carried or carried unanimously or carried by a particular majority or lost. or an entry to that effect in the minute book of the Society, is evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against that resolution. (2) At a general meeting of the Society, a secret poll may be demanded by the chairperson or by not less than five members present in person or by proxy at the meeting. (3) Where a secret poll is demanded at a general meeting, the poll should be taken immediately, and the resolution of the poll on that matter shall be deemed to be the resolution of the meeting on the matter. 25) Special Resolution A resolution of the Society is a special resolution if it is passed by a majority which comprises not less than 75% of such members of the Society as, being entitled under this Constitution so to do, vote in person or by proxy at a general meeting of which not less than 21 days' written notice specifying the intention to propose the resolution as a special resolution was given in accordance with this Constitution. 26) Voting (1) Upon any question arising at a general meeting of the Society a member has one vote only. (2) All votes shall be given personally or by proxy. (3) In the case of an equality of votes on a question at a general meeting, the chairperson of the meeting is entitled to exercise a second or casting vote. (4) A member or proxy is not entitled to vote at any general meeting of the Society unless all money due and payable by the member or proxy to the Society has been paid. 27) Procedure at Annual General Meetings Subject to section 13, procedure at an annual general meeting will be as for a general meeting. 28) Appointment of Proxies (1) Each member shall be entitled to appoint another member as proxy by notice in writing signed by the appointing member specifying the member whom that member is appointing as proxy. (2) The notice appointing the proxy must be produced by the appointed member on demand by the chairperson or the appointed member shall have no right to hold the proxy of the appointing member. Finance 29) Funds of the Society (1) The funds of the Society shall be derived from annual subscriptions of members, subscriptions, donations and, subject to any resolution passed by the Society in general meeting or annual general meeting, such other sources as the committee determines. (2) All money received by the Society shall be deposited as soon as practicable and without deduction to the credit of the Society's bank account. (3) The Society shall, as soon as practicable after receiving any money, issue an appropriate receipt. 30) Publications Fund (1) A special fund is to be maintained called the Publications Fund. (2) Notwithstanding subsection 29)(2), any money received by the Society from the sale of publications shall be paid into the Publications Fund, along with any money the committee designates for this purpose. (3) Money within the Publications Fund may only be used for the purpose of production, publication and distribution of publications authorised by the committee. 31) Management of Funds (1) Subject to any resolution passed by the Society in general meeting or annual general meeting, and to this Constitution, the funds of the Society shall be used in pursuance of the objects of the Society in such manner as the committee determines. (2) All cheques, drafts and other negotiable instruments shall be signed by the treasurer or any other member of the committee that the committee authorizes. Miscellaneous 32) Alteration of Constitution This constitution may be altered, rescinded or added to only by a special resolution of the Society. 33) Serving of Notices (1) For the purpose of this Constitution, a notice may be served by or on behalf of the Society upon any member either personally or by sending it by post to the member at the member's given address. (2) Where a document is sent to a person by properly addressing, prepaying and posting to the person a letter containing the document, the document shall, unless the contrary is proved, be deemed for the purposes of these rules to have been served on the Person at the time at which the letter would have been delivered in the ordinary course of poet. 34) Code of Ethics (1) The committee shall, as soon as practicable after the adoption of this Constitution, pass a by-law or series of by-laws containing the Society Code of Ethics, comprising such provisions as the Committee deems appropriate. (2) The Code of Ethics may be altered in the same manner as any by-law. 35) Transitional Provision Any by-law or resolution of the Society which is in effect immediately before the adoption of this Constitution shall remain in force and effective unless it is inconsistent with: (a) a provision of this Constitution; or (b) a by-law or resolution made at or after the adoption of this Constitution. 36) Affiliation with Other Organisations (1) Notwithstanding any provision of this Constitution, the committee may resolve to make the Society be recognised by, or be a member or affiliate of: (a) the Sydney University Sports Union; (b) the Sydney University Women's Sports Association; (c) the University of Sydney Union; or (d) the University of Sydney; or to revoke any such resolution. (2) Whilst such a resolution is in force, and notwithstanding section 32), if the Committee so resolves, the Constitution or rules or any part thereof of the organisation referred to in paragraph 1) shall, only if necessary, operate to amend, or take priority over, any provision of this Constitution. 37) Disbandment In the event that the Society is disbanded, all speleological records of the Society must be lodged: (a) with the library of the Australian Speleological Federation Inc, or (b) with the National Library of Australia, the State Library of NSW or Fisher Library of the University of Sydney; and the Australian Speleological Federation Inc must be informed of that lodgement.