NAME:

1. The name of the Society shall be the Historical Diving Society Australia-Pacific. Otherwise known as HDS AUS-PAC and hereafter known as ‘the Society’.

DEFINITION:

• ‘committee’ means the Committee of the management of the Society.
• ‘general meeting’ means a General Meeting of members convened in accordance with these rules.
• ‘member’ means member of the Society.
• ‘the Act’ means the South Australian Associations Incorporation Act 1985.

OBJECTIVES:

2.      The objectives of the Society shall be:

a.       Preserve all diving history, including the equipment used, all records both written material and photographic.

b.       Promote and educate wherever possible all aspects of diving history.

c.       Provide a quarterly magazine for Society members.

d.       Promotions of diving by in water diving demonstrations or activities of Working Equipment Groups of members are neither objectives nor official functions of the Society.

MEMBERSHIP:

Classes of membership:

3.         The Membership of the Society shall consist of:

a.     Ordinary Members.

b.       Family Membership is a maximum of 2 people from the family unit.  Each will have the same voting rights as an ordinary member but receive only one copy of the Society magazine per family membership. For family memberships at least one member must be an adult. When a family member is a minor (less than 18) then they must be supervised by the adult family member at all times at HDS AUS-PAC events. Further, a minor will not have voting rights. HDS AUS-PAC takes no responsibility for minors at HDS AUS-PAC events.

c.       Honorary Members:

          (Any person who has done outstanding work in connection with historical diving, or has rendered special service to the Society, shall be eligible for election as an Honorary Member.  An Honorary Member shall be elected for life, unless their election is terminated by the unanimous decision of the Society in General Meeting or by the Committee.  The number of Honorary Members will not exceed either one Honorary Member or two percent of the number of Ordinary Members of the Society, whichever is the greater.  An Honorary Member shall be entitled to the privileges of an Ordinary Member, but they will not be required to pay any annual dues or subscriptions.)

d.       Institutional Members:

          (Open only to non–profit bodies such as incorporated societies or trusts.  The Secretary or Organiser of such institutions or groups shall be placed on the Society’s mailing list.)

e.       Corporate Members:

          A member being a body corporate shall be entitled to appoint one person, who shall not be a member of the Society to represent it at particular meetings of the Society. Such person shall be deemed to be a member of the Society for all purposes until authority to represent the corporation has been revoked.

Election of members:

4.      Any candidate for membership shall sign and forward to the Membership Secretary an application form stating their name and contact details. With successful receipt of the appropriate subscription fees they may become a member of the Society.

A candidate shall become a member:

a.      On the receipt of the membership fee

b.      After approval by the Committee. A candidate for membership must receive two thirds of the vote of the Committee to be deemed elected.

5.       Subscriptions:

a.       The subscription payable by members and subscribers shall be determined from time to time by the Committee, subject to ratification by the Society in General Meeting.

b.       The subscription fees shall be payable on the 1st July or at any time the Committee determines.

c.       Any member whose subscription is outstanding for more than two months after the due date for payment shall cease to be a member of the Society, provided always the Committee may reinstate such person’s membership on such terms as it thinks fit.

Termination of membership:

6. Membership of the Society shall expire in the event of:

a.       A member notifying the Society in writing to that effect.

b.       Subject to giving a member an opportunity to be heard or make a written submission, the Committee may resolve to expel a member upon a charge of misconduct detrimental to the interests of the Society.

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 Committee shall be communicated to the member, and in the event of adverse determination the member shall cease to be a member 14 days after the Committee has communicated its determination to the member.

It shall be open to a member to appeal the expulsion to the Society at a General Meeting. The intention to appeal shall be communicated to the secretary or public officer of the Society within 14 days after the determination of the Committee has been communicated to the member.

In the event of an appeal, the appellant’s membership of the Society shall not be terminated unless the determination of the Committee to expel the member is upheld by the members of the Society in a General Meeting after the appellant has been heard by the members of the Society, and in such event membership will be terminated at the date of the General Meeting at which the determination of the Committee is upheld.

OFFICERS AND COMMITTEE:

Officers

7.      The officers of the Society shall consist of a President, a Secretary, a Treasurer, a Magazine Editor, a Collections and Records Officer, and a Membership Secretary.

8.      The Committee shall consist of the officers and up to five other members of the Society, and may co-opt additional members as it chooses.

9.      The President shall preside at all General Meetings of the Association and shall also act as Chairperson at all Committee Meetings.  In the absence of the Chairperson the General meeting may be chaired by another member of the Committee.

10.    The Secretary shall:

•        keep all correspondence

•        keep such other records as may be ordered by the Committee

•        record all decisions reached in General Meetings or in Committee Meetings. These minutes shall be confirmed at the next meeting and signed by the Chairperson.

11.    The Treasurer shall:

•        receive all monies due to the Society from Members and others

•        deposit this in the name of the Society, in any bank or banks approved by the Committee

•        make all payments by cheque, which shall be signed by the Treasurer and one other Officer or Member of the Committee appointed for that purpose

•        keep full and regular accounts, and report to the Committee as frequently as required.

12.    The Collections and Records Officer shall:

• be responsible for all historic records and equipment donated or otherwise acquired by the Society
• keep an inventory of all equipment and records and make that inventory available to the Committee of the Society
• ensure that preservation, display and disposal of equipment & records will be at the discretion of the Committee

13.       The Membership Secretary shall:

•        Receive new membership subscriptions.

•        Keep a full register of Members details in a secure place.

•        Provide details of membership to the Committee as frequently as required.

14. The Committee shall appoint a Public Officer as required by the Act.

Nomination and election of officers and Committee:

15.    Nominations for Officers and Members of the Committee shall be called for by the Secretary, posted, faxed or e-mailed to all Members at least 21 days before the Annual General Meeting.

16.    Nominations in writing (e-mail attachments are acceptable) for any Officer or Committee Member must be in the hands of the Secretary at least fourteen days before the Annual General Meeting.  Nominations must be proposed and seconded and the nominee must indicate their willingness to be nominated.  Nominations shall be available and open for inspection on receipt by the Secretary.

Method of voting:

17.    If more than one nomination is received for a position, the Secretary shall send to each Ordinary and Honorary Member seven days before the Annual General Meeting, a voting paper containing the names of the candidates for the various Offices and the Committee positions, and the voting paper shall be returned to the Secretary by hand, post, fax or e-mail before the commencement of the Annual General Meeting.

18.    If, at the commencement of the Annual General Meeting, only one nomination has been received for each Officer, those nominated shall be declared elected.  If none or too few nominations have been received for any position, nominations will be taken from the floor.  The Proposer and Seconder of any such nomination must be a current Member whose subscription is paid, and the nominee must give their assent.  Election from nominations from the floor, if necessary, shall be by secret ballot at the meeting.

19.    Meetings of the Committee: Committee Meetings shall be held at such times and places as the work of the Society necessitates, but shall not be less frequent than once in six months. Committee Meetings may be called at any time by the Chairperson of the Committee or the Secretary.

20.    Quorum: Three Officers of the Society shall form a Quorum at Committee Meetings. Committee Meetings may be conducted either in person, linked by telephone or video conference, by email or by any other such means as allows the business of the Committee to be effectively and efficiently carried out.

Committee powers in event of breach of Constitution or Rules, or misconduct of a Member:

21.    No Member shall engage in conduct which appears to the Committee to be contrary to the interests of the Society, or which endangers the reputation, good order or welfare of the Society.  No Member shall commit a breach of this Constitution or Society Rules.

22.    If the above occurs the Committee may request the Member, either to appear before it personally, at a date to be fixed by the Committee, or to submit to the Committee in writing, any explanation or other facts relating to the conduct complained of, or breach of the Constitution or Society Rules.  If the Member appears before the Committee he/she shall be entitled to make any such explanation orally and to address the Committee at this meeting.  After the Committee has heard the Member or considered his/her written statement, or if the Member fails to appear before the Committee or submit a written statement in response to a request to do so, the Committee may:

a.       Deprive such Member of all the rights and privileges of his/her membership, for such a period as the Committee sees fit.

b.       Expel such Member from the Society, and as from the date of the Committee’s resolution for expulsion, the Member shall cease thenceforth to be a Member of the Society, and shall not thereafter, have any claim on its assets or property, such cessation of membership shall be without prejudice to the Society’s right to recover any subscription or monies then due and owing by such Member.

c.       Discipline such Member in such other way as may be within its powers under this Constitution provided always that the Committee shall forthwith notify the Member of its decision by registered post and/or courier, and any Member expelled under the forgoing paragraph, may within fourteen days from the date he/she receives notice of the Committee decision, make a request in writing to the Committee to call a Special General Meeting of the Society to consider his/her case.  Such meeting shall be held within one calendar month from the receipt of such request.  Such meetings may by resolution:

(i)      Confirm the Committee’s resolution for expulsion, or

(ii)     Reinstate the Member as a Member, or

(iii)     Impose such penalty other than expulsion on the Member as is within the Committee’s power under Rule 22c.

23.    The voting at such meetings shall be secret, and the necessary voting papers shall be supplied to all Members attending the meeting.  The Member who is subject to the Committee’s resolution may address the Special General Meeting and may be represented thereat, and before the Committee by any other person chosen by the Member concerned.

ANNUAL GENERAL MEETING:

24.    Occurrence: The Annual General Meeting of the Society shall be held each year, as early as is possible after the close of the financial year on the last day of June, and must be held, except in most exceptional circumstances, before the last day of December in each year.  The exact date shall be decided by the Committee.

25.    Notice: At least twenty-one days’ notice by post, fax or e-mail of the Annual General Meeting shall be given to each Member, and such notice shall contain brief details of all business to be dealt with at the meeting.

26.    Report and Balance Sheet: At the Annual General Meeting, a printed or typewritten Report, Balance Sheet and Income and Expenditure Account for the preceding financial year, shall be presented and approved.

27.    Quorum: At the Annual General Meeting, ten Members entitled to vote shall form a quorum.  If within 30 minutes after the appointed time for the meeting a quorum of members is not present, a meeting convened upon the requisition of the members shall lapse. In any other case, the meeting shall stand adjourned to the next day at the same time and place and if at such adjournment meeting a quorum is not present within 30 minutes of the time appointed for the meeting the members present shall form a quorum.

28.    Special General Meeting: A Special General Meeting may be called by the Committee or three of its members, or by the President and Secretary, or by the requisition of six or more financial members.

VOTES:

29.    At all General Meetings of the Society, each Ordinary, Corporate or Honorary Member present in person shall have one vote.

30.    A member shall be entitled to appoint in writing a natural person who is also a member of the Society to be their proxy, and attend and vote at any General Meeting and Annual General Meeting of the Society.

31.    In the event of an equality of votes at any meeting of the Committee, the Chairperson thereof, shall have a casting vote as well as a deliberative vote.

MANAGEMENT OF THE AFFAIRS OF THE SOCIETY:

32.    The management and control of the Society shall be vested in the Committee.  The Committee shall have all the powers of the Society that are not expressly required by this Constitution.  The Committee may delegate any of its powers and duties to sub-committees, made up of such Member or Members of the Society, and the President or Secretary shall be ex-officio Members of all such sub-committees.

33.    Management of the Affairs of the Society: A member of the Committee having a direct or indirect pecuniary interest business or contact before the Committee must disclose the nature and extent of that interest to the Committee as required by the Act, and shall not vote with respect to that business, contact or proposed contact.

34.    Property and funds: The property and funds of the Society shall be applied solely towards the promotion of the Objects of the Society and in such manner as the Committee shall from time to time resolve.  All monies received by or on behalf of the Society shall be paid into a bank account, with such banks, as the Committee shall appoint.  All accounts shall be submitted for approval by the Committee and shall be paid by cheque drawn on the Society’s account.  All cheques shall be signed by the Treasurer or such other person as the Committee may appoint.  Funds may be distributed to members of the Society only to meet expenses or for reasonable remuneration for services.

35.    Alteration to the Constitution: This Constitution may be altered, added to or rescinded at any Annual General Meeting or Special General Meeting subject to the following conditions:

a.       Notice of any proposed alteration or addition or revision of the Constitution, shall be posted to each Member entitled to receive notices under this Constitution, at least seven days prior to the date of the meeting at which such alteration or addition is to be considered.

b.       No resolution of any such meeting shall affect any alteration in, or addition to, or revision of the Constitution, unless it is carried by a majority of at least two-thirds of the votes cast for and against such resolution.

c.       No alteration to the Constitution is permissible which would in any way alter the charitable nature of the Society.

36.    Interpretation of the Constitution: In the case of any doubt, dispute or difference arising as to the interpretation of this Society, the decision of the Committee on such doubt, dispute or difference shall be final and binding on all parties.  In the event of any doubt, dispute or difference arising at any General Meeting of the Society, the Chairperson shall determine the outcome.  Any Member may move that the meeting disagree with such ruling, and this motion, being properly seconded, shall be put to the meeting without discussion, provided that the Chairperson shall have the right to explain to the meeting, the grounds on which his/her decision was made.

37.    Powers: The Society shall have the power to do all such lawful acts and things as are incidental or conducive to the attainment of its objects, or any of them, and without prejudice to the generality of the foregoing, the following powers shall be included in the Society’s powers:

a.       To purchase, take on lease or in exchange, hire or otherwise acquire any real or personal property and rights or privileges that the Society may think necessary or convenient.

b.       To raise money by subscriptions, levies or otherwise and grant any rights or privileges to subscribers and Members as from time to time be deemed necessary, such levies not to exceed the amount of the annual subscription.

c.       To enter into any contracts, agreements or arrangements with any person, firm corporation or company, which the Society may deem conducive to any of the Association’s objects.

d.       To invest, lend and deal with the monies of the Society not immediately required for carrying out its objects upon such securities and in such a manner as may from time to time be determined by the Committee.

e.       To borrow or raise money by way of bank overdraft or on mortgage or by issue of debentures or otherwise, howsoever, and with or without security.

38.    Financial year of the Group: The financial year of the Society shall end on the last day of June in each year.

39.    The Society may be wound up as provided for in the Act.