TERMINATION OF MEMBERSHIP
24. A Member shall cease to be a Member of the Association:
(a) Upon death or resignation of a sole practitioner; or if the consulting entity ceases.
(b) If being a Member (International) ceases to be resident outside Australia or New Zealand.
25. If in the opinion of the Association, and as so determined by a majority of all members of the Association a Member no longer conforms to the REQUIREMENTS OF MEMBERSHIP and/or the CONTINUING MEMBERSHIP REQUIREMENTS as provided for in this the constitution ; then that Member shall cease to be a Member provided that:
(a) the Member is advised of the intention of the Association to determine membership.
(b) the Member is given an opportunity to dispute the determination of membership, either personally or in writing at a meeting of the Association of which due notice shall be given to the Member of at least 30 calendar days prior to such meeting.
(c) such Member be advised in writing by the Association of their right to be represented by legal Counsel at such a meeting of the Association and may bring and present witnesses to such meeting and to request any reasonable adjournment of such meeting.
(d) due consideration be given to any submission made by such Member or Counsel on the Member's behalf and other witnesses.
REPRESENTATION
26. A Representative of each Member firm, partnership, company or separate and distinct branch or division shall be designated in writing under the hand of the management of that Member firm to be it's Representative to the Association. The Representative shall be a Principal or Manager as per the requirements of clause 6 (a) of this Constitution.
27. A Delegate may be sent by a Member organisation in lieu of the Representative to attend Meetings of the AAAC. The Delegate must be an experienced and fully qualified acoustical consultant who is also a Member of the Australian Acoustical Society, Acoustical Society of New Zealand or equivalent society as approved by the Executive. The Delegate is free to contribute to any matter under discussion but would not normally vote on behalf of the Representative unless carrying a written proxy vote signed by the Representative or a Principal of the Member firm. A Delegate may not act as an Executive Member, but may attend an Executive Meeting as an observer. A Delegate may be sent out of the meeting during delicate discussion and voting at the discretion of the Chairman.
28. An Observer may be sent by a Member organisation or potential member organisation to general meetings of the AAAC. An observer may only contribute to discussion at the invitation of the Chairman, and has no voting rights. An Observer may be sent out of the meeting room at the discretion of the Chairman.
VOTING RIGHTS
29. At all meetings of the Association each Member shall have one vote.
EXECUTIVE COMMITTEE
30. Members of the Association shall appoint at the first meeting thereof an Executive Committee comprising the Officers named hereunder and who shall be responsible for the management and control of the Association subject to such terms and conditions as the members may impose thereon.
31. The Officers are:
- Chairman
- Vice-Chairman
- Secretary
- Not more than three other persons
32. In particular, the Executive Committee shall have power to:
(a) make rules and regulations for the conduct of its work and for the administration of the Association not inconsistent with this constitution.
(b) have charge of the property of the Association.
(c) fill vacancies which may occur in any office.
(d) prepare an annual budget to be submitted to the members at the Annual General Meeting.
(e) designate a confidential depository to collect due and assessments and to handle any other confidential information which in the opinion of the Executive Committee shall be delegated to an independent agency outside the Association.
(f) designate special Committees and define their powers and duties.
(g) assign special duties to the Officers and where necessary Members, and
(h) do all other acts not expressly reserved to the members by Statute, or those by-laws which may be necessary or proper to carry out the aims of the Association.
33. A Majority of members of the Executive shall constitute a quorum and the Executive shall meet at such times as it determines or when called together by the Chairman or any two Committee members thereof.
34. Members of the Executive shall be elected for a two-year term and be eligible for re-election at the expiry of the term.
35. The Chairman shall normally preside at all meeting of the Association and the Executive Committee and the Chairman shall be an ex officio member of any Committee of the Association. The Secretary shall be the Public Officer of the Association and shall in addition to the duties normally performed by a Secretary keep and maintain a complete record of the business of the Association.
36. An elected Officer or member of the Executive Committee shall be deemed to have vacated their office of membership of the Executive Committee if the Member is no longer the Representative of a Member partnership, firm, company or separate and distinct group or division thereof or otherwise ceases to be a Member of the Association, resigns from their position or is removed from office. The vacancy so created shall be filled by appointment to be made by the Executive Committee and the person so appointed shall hold the office or membership appointment for the remainder of the term for which the Member's predecessor was appointed.
SUB-COMMITTEES
37. The Association may by majority vote of the members appointment sub-committees and determine the purpose thereof and the membership.
38. If not appointed by the Association; the members of the sub-committee shall appoint the Chairman of each sub-committee from their own number.
39. Meetings of sub-committees shall be on the call of the Chairman of that sub-committee.
FEES
40. Fees payable on application for membership and regular subscriptions for membership shall be such as are determined from time to time by a two-thirds majority of all Members of the Association.
GENERAL MEETINGS
41. For each year following the formation of the Association the members thereof shall hold a meeting which shall be called the Annual General Meeting and at which the business to be conducted shall include where necessary the election of officers and members of the Executive Committee.
42. Any meeting of members other than the Annual General Meeting shall be an Extraordinary Meeting to be normally convened on the call of the Chairman of the Association or by the Executive Committee. However, any five members of the Association may by notice in writing to the Secretary of the Association requisition the calling of an Extraordinary Meeting and if such shall not be called by the Chairman or the Executive Committee such members may themselves call the meeting.
43. All meetings shall be at such places upon such dates and at such times as shall be determined by the person or persons entitled to call the same and notice of such meeting shall be given by such person or persons not less than twenty days prior to the proposed meeting. An Extraordinary Meeting may be called on not less than two days' notice provided than not less than three days from the date of such meeting not more than one-third of the Members entitled to attend such meetings have signified their inability to be present.
WINDING-UP
44. The Association shall not be dissolved except at a General Meeting of the Association specially convened for the purpose and by a resolution carried by a three-fourths majority of the votes recorded in respect of same.
45. If upon winding up or dissolution of the Association there remains after satisfaction of all debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among Members of the Association but shall be given or transferred to some other association having similar objectives to the Association and which shall prohibit the distribution of its income and property amongst its members to an extent at least as great as is imposed on the Association, such organisation to be determined by the Members of the Association at or before the time of dissolution and in default thereof by such judge of the Supreme Court of Victoria as may have, or acquire jurisdiction in the matter.
CONSTITUTION CHANGE
46. The Constitution of the Association may be amended at any Annual General Meeting or Extraordinary Meeting of the Association provided that:
(a) particulars of the proposed change to the Constitution is forwarded to each Member at the time the meeting is called.
(b) any change to the Constitution is carried by a two-thirds majority vote of all Members of the Association.
(c) where the change in the Constitution so approved by the said two-thirds majority vote differs from the change proposed in the notice accompanying the call of the meeting, such change shall not occur until notice thereof has been given to the members not present at the meeting and after thirty days from the giving of such notice.
NOT FOR PROFIT
47. The assets and income of the organisation shall be applied solely in furtherance of its above-mentioned objects and no portion shall be distributed directly or indirectly to the members of the organisation except as bona fide compensation for services rendered or expense incurred on behalf of the organisation.