Constitution of the Canberra Society of Editors

1. In these rules –

financial year means the year ending on 30 June.majority vote means a vote at a meeting where more than half of the members of the Society who, being entitled to vote, vote in favour of the motion either in person at the meeting or by proxy.

member means a member, however described, of the Society.

ordinary Committee member means a member of the Committee who is not an office-bearer of the Society as referred to in rule 13 (1) (a).

rule, rules, subrule and subrules means the following clauses and subclauses which, collectively, constitute the Constitution of the Canberra Society of Editors Incorporated.

secretary means the person holding office under this Constitution as secretary of the Society or, where no such person holds that office, the public officer of the Society.

special resolution refers to a resolution required, under the Act, to be passed at a general meeting by at least three quarters of members of the Society who, being entitled to vote, vote either in person at the meeting or by proxy. Matters requiring special resolutions include, but are not restricted to –

– altering the Society’s rules (Constitution), objects or purposes;
– changing the Society’s name
– amalgamating with another Society or Association; and
– winding up the Society.

the Act means the Associations Incorporation Act 1991.

the regulations means the Associations Incorporation Regulations 1991.

Society means the Canberra Society of Editors Incorporated.

2. In these rules –

1. a reference to a function includes a reference to a power, authority and duty; and
2. a reference to the exercise of a function includes, where the function is a power, authority or duty, a reference to the exercise of the power or authority or the performance of the duty.

3. The provisions of the Interpretation Act 1967 apply to and in respect of these rules in the same manner as those provisions would so apply if these rules were an instrument made under the Act

1. The objectives of the Society shall be to –
   a. promote contacts between its members;
   b. promote the exchange of ideas and the dissemination of information on matters of professional interest;
   c. assist in promoting and maintaining high standards of editing and publishing;
   d. establish and maintain liaison with other organisations with related interests; and
   e. promote the use of editorial services.

1. The Society shall consist of Full members, Associate members, Student members, Honorary Life members and such other classes of membership as may be determined from time to time by a majority resolution in a general meeting of the Society.
2. The rights, entitlements and obligations of the various classes of member may be determined from time to time by a majority resolution in a general meeting of the Society.
3. A person is qualified to be a member if –
   a. the person is a person referred to in the Act, section 21(2) (a) or (b) and has not ceased to be a member of the Society at any time after incorporation of the Society under the Act; or
   b. the person –
   i. has been nominated for membership in accordance with rule 4 (1); and
   ii. has been approved for membership of the Society by the Committee of the Society.
4. A person is qualified to be a Full member if that person is at the time of application engaged professionally in editing or publishing, or has had such experience in the past.
5. A person is qualified to be a Student member if that person is a full-time student.
6. A person may be granted Honorary Life membership of the Society following a recommendation of the Committee to a general meeting of the Society, provided that such a recommendation is accepted by a majority resolution of the general meeting. The grounds for making such a recommendation will usually be to recognise sustained and distinguished service to editing or publishing or to the Society.
7. A person is qualified to be an Associate member if that person has an interest of any kind in editing or publishing or in the Society.

1. A nomination of a person for membership of the Society –
   a. shall be made in writing in the form set out in Appendix 1 or in the form set out in the Society’s website; and
   b. shall be lodged with the secretary of the Society or a Committee member nominated by the secretary.
2. As soon as is practicable after receiving a nomination for membership, the secretary or a Committee member nominated by the Secretary shall refer the nomination to the Committee which shall determine whether to approve or to reject the nomination.
3. Where the Committee determines to approve a nomination for membership, the secretary or a Committee member nominated by the Secretary shall as soon as practicable after that determination notify the nominee of that approval and request the nominee to pay within 30 days after receipt of the notification the sum payable under these rules by a member as the first year’s annual subscription.
4. The secretary or a Committee member nominated by the Secretary shall, on payment by the nominee of the amounts referred to in subrule (3) within the period referred to in that subrule, enter the nominee’s name in the register of members and, on the name being so entered, the nominee shall become a member of the Society.

1. A right, privilege or obligation which a person has by reason of being a member of the Society –
   a. cannot be transferred or transmitted to another person; and
   b. terminates on cessation of the person’s membership.

1. A person ceases to be a member of the Society if the person –
   a. dies; or
   b. resigns from membership of the Society; or
   c. is expelled from the Society; or
   d. fails to renew membership of the Society by 1 August of the Subscription Year.

1. A member is not entitled to resign from membership of the Society except in accordance with this rule.
2. A member who has paid all amounts payable by the member to the Society may resign from membership of the Society by first giving notice (being not less than one month or, if the Committee has determined a shorter period, that shorter period) in writing to the Secretary of the member’s intention to resign and, on the expiration of the period of notice, the member ceases to be a member.
3. Where a person ceases to be a member, the Secretary shall make an appropriate entry in the register of members recording the date on which the member ceased to be a member.

1. Subject to subrule (5), the Committee shall determine whether any entrance fee to the Society is payable, as well as the amount payable.
2. Subject to subrule (5), the Committee shall determine the annual membership fee of the Society.
3. Subscriptions fall due on 1 July and shall be payable within one calendar month of that date.
4. Subject to subrule (5), new members joining the Society between 1 January and 30 June in any year shall be entitled to a discount equal to 50 per cent of the annual subscription, or such other discount as may from time to time be agreed by the Committee provided that the sum due is paid within 30 days of the date of the new member being advised of being accepted as a member of the Society.
5. Any increase or decrease in the amount of fees payable or in the level of discount to which a new member may be entitled must before becoming operative be agreed by majority vote at a general meeting of the Society.

The liability of a member to contribute towards the payment of the debts and liabilities of the Society or the costs, charges and expenses of the winding up of the Society is limited to the amount (if any) unpaid by the member in respect of membership of the Society as required by rule 8. 

1. Where the Committee is of the opinion that a member –
   a. has persistently refused or neglected to comply with a provision of these rules; or
   b. has persistently and wilfully acted in a manner prejudicial to the interests of the Society;
   the Committee may, by resolution –
   c. expel the member from the Society; or
   d.suspend the member from such rights and privileges of membership of the Society as the Committee may determine for a specified period.
   
2. A resolution of the Committee under subrule (1) is of no effect unless the Committee, at a meeting held not earlier than 14 days and not later than 30 days after service on the member of a notice under subrule (3), confirms the resolution in accordance with this rule.
   
3. Where the Committee passes a resolution under subrule (1), the secretary shall, as soon as practicable, cause a notice in writing to be served on the member –
   a. setting out the resolution of the Committee and the grounds on which it is based; and
   b. stating that the member may address the Committee at a meeting to be held not earlier than 14 days and not later than 30 days after service of the notice; and
   c. stating the date, place and time of that meeting; and
   d. informing the member that the member may do either or both of the following:
   i) attend and speak at that meeting;
   ii)submit to the Committee at or before the date of that meeting written representations relating to the resolution.
   
4. Subject to the Act, section 50, at a meeting of the Committee mentioned in subrule (2), the Committee shall –
   a. give to the member mentioned in subrule (1) an opportunity to make oral representations; and
   b. give due consideration to any written representations submitted to the Committee by that member at or before the meeting; and
   c. by resolution determine whether to confirm or to revoke the resolution of the Committee made under subrule (1).
5. Where the Committee confirms a resolution under subrule (4), the secretary shall, within seven days after that confirmation, by notice in writing inform the member of that confirmation and of the member’s right of appeal under rule 11.
   
6. A resolution confirmed by the Committee under subrule (4) does not take effect –
   a. until the expiration of the period within which the member is entitled to appeal against the resolution where the member does not exercise the right of appeal within that period; or
   b. where within that period the member exercises the right of appeal, unless and until the Society confirms the resolution in accordance with rule 11 (4).

1. A member may appeal to the Society in general meeting against a resolution of the Committee which is confirmed under rule 10 (4), within seven days after notice of the resolution is served on the member, by lodging with the secretary a notice to that effect.
2. On receipt of a notice under subrule (1), the secretary shall notify the Committee which shall place the matter on the agenda of the next general meeting of the Society after the date on which the secretary received the notice.
3. Subject to the Act, section 50, at a general meeting of the Society convened under subrule (2) –
   a. no business other than the question of the appeal shall be transacted; and
   b. the Committee and the member shall be given the opportunity to make representations in relation to the appeal orally or in writing, or both; and
   c. the members present shall vote by secret ballot on the question of whether the resolution made under rule 10 (4) should be confirmed or revoked.
4. If the meeting passes a special resolution in favour of the confirmation of the resolution made under rule 10 (4), that resolution is confirmed.

1. The Committee, subject to the Act, the regulations, these rules, and to any resolution passed by the Society in general meeting –
   a. shall control and manage the affairs of the Society; and
   b. may exercise all such functions as may be exercised by the Society other than those functions that are required by these rules to be exercised by the Society in general meeting; and
   c. 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.

1. The Committee shall consist of –
   a. the office-bearers of the Society, all being Full or Life members of the Society; and
   b. at least three ordinary Committee members, all being members of the Society, each of which Committee members shall be elected under rule 14 or appointed in accordance with subrule (5).
2. The office-bearers of the Society shall be –
   a. the President
   b. the Vice-president
   c. the Treasurer
   d. the Secretary and
   e. such other office-bearers as the Committee may from time to time determine are necessary, and may appoint from amongst the ordinary Committee members.
3. 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 subject to subrule (4) is eligible for re-election.
4. No office-bearer of the Committee may hold the same office for more than two consecutive years.
5. In the event of a vacancy in the membership of the Committee, the Committee may appoint a member of the Society to fill the vacancy and the member so appointed shall hold office, subject to these rules, until the conclusion of the next annual general meeting following the date of the appointment.

1. Nominations of candidates for election as office-bearers of the Society or as ordinary Committee members –
   a. shall be made in writing, signed by two members of the Society and accompanied by the written consent of the candidate (which may be endorsed on the nomination form); and
   b. shall be delivered to the secretary of the Society before the commencement of the annual general meeting at which the election is to take place.
2. If insufficient nominations are received to fill all vacancies on the Committee, the candidates nominated shall be deemed to be elected and further nominations shall be received at the annual general meeting.
3. If insufficient further nominations are received, any vacant positions remaining on the Committee shall be deemed to be vacancies.
4. If the number of nominations received is equal to the number of vacancies to be filled, the persons nominated shall be taken to be elected.
5. If the number of nominations received exceeds the number of vacancies to be filled, a ballot shall be held.
6. The ballot for the election of office-bearers and ordinary Committee members shall be conducted at the annual general meeting in such manner as the Committee may direct.
7. An office-bearer is not eligible to simultaneously hold more than one of the offices listed in subrule 13 (2).

1. The Secretary of the Society shall, as soon as practicable after being appointed as secretary, notify the Society of his or her address.
2. The Secretary shall keep minutes of –
   a. all elections and appointments of office-bearers and ordinary Committee members; and
   b. the names of members of the Committee present at a Committee meeting or a general meeting; and
   c. all proceedings at Committee meetings and general meetings.
3. Minutes of proceedings at a meeting shall be signed by the person presiding at the meeting or by the person presiding at the next succeeding meeting.

1. The Treasurer of the Society shall –
   a. collect and receive all moneys due to the Society and make all payments authorised by the Society; and
   b. keep correct accounts and books showing the financial affairs of the Society with full details of all receipts and expenditure connected with the activities of the Society.

1. For these rules, a vacancy in the office of a member of the Committee occurs if the member –
   a. dies; or
   b. ceases to be a member of the Society; or
   c. resigns the office; or
   d. is removed from office under rule 18; or
   e. becomes an insolvent under administration within the meaning of the Corporations Act; or
   f. suffers from mental or physical incapacity; or
   g. is disqualified from office under the Act, section 63 (1); or
   h. is absent without the consent of the Committee or reasonable excuse from three consecutive meetings of the Committee.

The Society in general meeting may by resolution, subject to the Act, section 50, remove any member of the Committee from the office of member of the Committee before the expiration of the member’s term of office.

1. The Committee shall meet at least six times in each calendar year at such place and time as the Committee may determine.
2. Additional meetings of the Committee may be convened by any three members of the Committee.
3. Oral or written notice of a meeting of the Committee shall be given by the secretary to each member of the Committee at least 48 hours (or such other period as may be agreed on by a majority of the members of the Committee) before the time appointed for the holding of the meeting.
4. Notice of a meeting given under subrule (3) shall specify the general nature of the business to be transacted at the meeting and no business other than that business shall be transacted at the meeting, except business which a two-thirds majority of the Committee members present at the meeting agree to treat as urgent business.
5. Any five members of the Committee, of whom at least one must be an office bearer, constitute a quorum for the transaction of the business of a meeting of the Committee.
6. No business shall be transacted by the Committee unless a quorum is present and, if within half an hour after the time appointed for the meeting a quorum is not present, the meeting stands adjourned to the same place and at the same hour of the same day in the following month.
7. If at the adjourned meeting a quorum is not present within half an hour after the time appointed for the meeting, the meeting shall be dissolved.
8. At meetings of the Committee –
   a. the President or, in the absence of the President, the Vice-president shall preside; or
   b. if the President and the Vice-president are absent – one of the remaining members of the Committee may be chosen by the members present to preside.
9. The Committee may invite any person to attend any meeting of the Committee, subject to the conditions that the invitee shall have no vote at that meeting and shall not be considered to be a member of the Committee for any purpose including the counting of a quorum.

1. The Committee may, by instrument in writing, 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 instrument, other than –
   a. this power of delegation; and
   b. a function which is a function imposed on the Committee by the Act, by any other Territory law, or by resolution of the Society in general meeting.
2. A function, the exercise of which has been delegated to a subcommittee under this rule 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 rule may be made subject to such conditions or limitations as to the exercise of any function, or as to time or circumstances, as may be specified in the instrument of delegation.
4. Notwithstanding any delegation under this rule, 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 rule.
7. A subcommittee may meet and adjourn as it thinks proper.
8. The subcommittee may invite any person to attend a meeting of the subcommittee, subject to the condition that the invitee shall have no vote.

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 rule 19 (5), the Committee may act notwithstanding any vacancy on the Committee.
4. Any act or thing done or suffered, or purporting to have been done or suffered, by the Committee or by a subcommittee appointed by the Committee, is valid and effectual notwithstanding any defect that may afterwards be discovered in the appointment or qualification of any member of the Committee or subcommittee.

1. With the exception of the first annual general meeting of the Society, the Society shall, at least once in each calendar year and within the period of five months after the expiration of each financial year of the Society, convene an annual general meeting of its members.
2. The Society shall hold its first annual general meeting –
   a. within the period of eighteen months after its incorporation under the Act; and
   b. within the period of five months after the expiration of the first financial year of the Society.
3. Subrules (1) and (2) have effect subject to the powers of the Registrar-General under the Act, section 120 in relation to extensions of time.

1. The annual general meeting of the Society shall, subject to the Act, 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 confirm the minutes of the last preceding annual general meeting and of the general meeting preceding the annual general meeting; and
   b. to receive from the Committee reports on the activities of the Society since the last preceding annual general meeting; and
   c. to elect members of the Committee, including office-bearers; and
   d. to receive and consider the statement of accounts and the reports that are required to be submitted to members under the Act, section 73 (1).
3. An annual general meeting shall be specified as such in the notice convening it in accordance with rule 25.
4. An annual general meeting shall be conducted in accordance with the provisions of this part.

1. The Committee may, whenever it thinks fit, convene a general meeting of the Society.
2. The Committee shall, on the requisition in writing of not less than ten per cent of the total number of members, convene a general meeting of the Society.
3. A requisition of members for a general meeting –
   a. shall state the purpose or purposes of the meeting; and
   b. shall be signed by the members making the requisition; and
   c. shall be lodged with the secretary; and
   d. may consist of several documents in a similar form, each signed by one or more of the members making the requisition.
4. If the Committee fails to convene a general meeting within two months after the date on which a requisition of members for the meeting is lodged with the secretary, any one or more of the members who made the requisition may convene a general meeting to be held not later than two months after that date.
5. A general meeting convened by a member or members referred to in subrule (4) shall be convened as nearly as is practicable in the same manner as general meetings are convened by the Committee and any member who thereby incurs expense is entitled to be reimbursed by the Society for any reasonable expense so incurred.

1. Except where the nature of the business proposed to be dealt with at a general meeting requires a special resolution of the Society, the secretary shall, at least seven days before the date fixed for the holding of the general meeting, cause to be sent to each member at the member’s address appearing in the register of members by prepaid post, or by such means, including presenting in person, as may be agreed by a majority vote at a general meeting and specified in rule 38, a notice specifying the place, date and time of the meeting and the nature of the business proposed to be transacted at the meeting.
2. Where the nature of the business proposed to be dealt with at a general meeting requires a special resolution of the Society, the secretary shall, at least 21 days before the date fixed for the holding of the general meeting, cause notice to be sent to each member in the manner provided in subrule (1) specifying, in addition to the matter required under that subrule, the intention to propose the resolution as a special resolution.
3. No business other than that specified in the notice convening a general meeting shall be transacted at the meeting except, in the case of an annual general meeting, business which may be transacted under rule 23 (2).
4. A member desiring to bring any business before a general meeting may give notice in writing of that business to the secretary who shall include that business in the next notice calling a general meeting given after receipt of the notice from the member.

1. No item of business shall be transacted at a general meeting unless a quorum of members entitled under these rules to vote is present during the time the meeting is considering that item.
2. Twenty members present in person (being members entitled under these rules to vote at a general meeting) constitute a quorum for the transaction of the business of a general meeting.
3. If within thirty minutes after the appointed time for the commencement of a general meeting a quorum is not present, the meeting if convened on the requisition of members shall be dissolved and in any other case shall stand adjourned to the same day in the following month at the same time and (unless another place is specified at the time of adjournment by the person presiding at the meeting or communicated by written notice to members given before the day to which the meeting is adjourned) at the same place.

1. The president, or in the absence of the President, the Vice-president, shall preside at each general meeting of the Society.
2. If the President and the Vice-president are absent from a general meeting, the members present shall elect one of their number to preside at the meeting.

1. The person presiding at a general meeting at which a quorum is present may, with the consent of the majority of members present at the meeting, adjourn the meeting from time to time and place to place, but no business shall be transacted at an adjourned meeting other than the business left unfinished at the meeting at which the adjournment took place.

1. A question arising at a general meeting of the Society shall be determined on a show of hands and, unless before or on the declaration of the show of hands a poll is demanded, a declaration by the person presiding 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 poll may be demanded by the person presiding or by not fewer than five members present in person or by proxy at the meeting.
3. Where the poll is demanded at a general meeting, the poll shall be taken –
   a. immediately in the case of a poll which relates to the election of the person to preside at the meeting or to the question of an adjournment; or
   b. in any other case, in such manner and at such time before the close of the meeting as the person presiding directs, and the resolution of the poll on the matter shall be deemed to be the resolution of the meeting on that matter.