OUR CONSTITUTION

NAME

1. The name of the Association is "Association of Australasian Acoustical Consultants".

OBJECTS

2. The objects for which the Association is established are:

(a) To inform the public of the role and responsibilities of Acoustical Consultants and, in particular, the services which such consultants provide.

(b) To establish and encourage adherence to standards of professional behaviour and conduct for acoustical consultants.

(c) To provide members with a forum for exchange of information on matters relating to acoustics.

(d) To cooperate and liaise with other Associations and bodies with respect to matters of mutual acoustical interest.

(e) To inform and protect the community by discouraging, clarifying, negating or questioning unclear inaccurate or unproven representations of an acoustical nature.

(f) To cooperate and liaise with authorities and associations having similar or analogous interests and in so doing, to contribute to the establishment, maintenance and application of standards, laws and registrations.

(g) To encourage amongst the members of the association a high professional standard in all matters of practice including the calibration and use of instruments, measuring techniques and data processing employed by acoustical consultants.

(h) To promote the welfare of acoustical consultants and the common interests of the members of the association and to do all such things as may be meaningful and lawful from time to time.

HONORARY MEMBERSHIP

3. Honorary Membership for a prescribed period of time or a Citation may be conferred upon a Member of the Association or an individual in recognition of service and contribution to acoustics and to the standing and welfare of acoustical consultants.

ORDINARY MEMBERSHIP

4. Membership shall be Member or Member (International); unless the context indicates otherwise Member and Member (International) are hereafter collectively called Member.

5. Membership at Member grade may be granted to consultancies structured as:

(a) Sole Practitioners

(b) Partnerships

(c) Incorporated companies

(d) Separated and distinct groups or divisions of partnerships or companies

(e) Such other structure as is acceptable to the Association

6. Membership shall conform to the following:

(a) The principals, partners and directors taking technical responsibility for each consultancy shall be a corporate Member of the Australian Acoustical Society or Acoustical Society of New Zealand. Each such person shall also satisfy the Association that they hold a recognised tertiary qualification in a discipline pertinent to acoustics and/or have the professional experience to practice acoustical consulting in the area of work undertaken by the consultancy.

(b) Each consultancy shall have demonstrated the ongoing economic and professional viability of the consultancy by having been in practice for the previous two years, except that when a consultancy divides and the principals of that consultancy become principals of separate consultancies, the need for a further two year waiting period may be waived at the discretion of the AAAC Executive Committee. Similarly, when a Member consultancy merges with another consultancy, or takes in another partner and the consultancy structure and name change; the two year viability establishment period may be waived at the discretion of the AAAC Executive Committee. Similarly, when a principal, partner or director taking technical responsibility for a Member firm leaves that Member, to either start a new branch office of the firm or to start a completely separate consultancy, the two year viability establishment period may be waived at the discretion of the AAAC Executive Committee.

(c) Full membership and separate representation may be granted to a branch office which has common or part common ownership by a AAAC Member consultancy, provided that it meets all the other conditions of ORDINARY MEMBERSHIP of this constitution; and further provided that only one vote may be recorded by that group of two or more consultancies when voting on Constitutional changes. Common or part-common ownership means that a Principal/Partner or shareholder of one consultancy is a Principal/Partner or shareholder of another consultancy.

(d) Where a Member consultancy has two or more divisions the name of each consulting division shall indicate that it is related to, or is a division or branch of the other consultancy or consultancies.

(e) No two members of the Association; as distinct from divisions of a Member, shall have names which are sufficiently alike as may result in confusion in the public's mind.

(f) Members shall conform to the CONTINUING MEMBERSHIP REQUIREMENTS of this constitution.

(g) The consultancy shall be based in Australia or New Zealand.

7. Membership (International) may be granted to an Acoustical Consultant resident or normally resident outside Australia or New Zealand and in other respects complying with the requirements of ORDINARY MEMBERSHIP.

ELECTION TO MEMBERSHIP

8. Election to membership shall take place in the following manner:

(a) The applicant for membership shall present the qualification held and particulars of relevant experience to the Association.

(b) The Executive Committee of the Association shall; if satisfied with the applicant's qualifications, experience and professional conduct; advise all members of the Association of the applicant's application. So that existing members can make an informed decision, a copy of the applicant's application shall be forwarded to such existing members as request a copy from the secretary.

(c) If within 30 calendar days of this advice no objection has been received from the Members of the Association, the applicant shall be deemed to be a Member of the Association within such category of membership as shall have been determined and subject to the payment of appropriate dues and joining fees.

(d) Should there be an objection, the Chairman and one other member of the Executive Committee appointed by that Committee, shall hear the objector or a representative of Objectors to elicit the nature of the objection. The Chairman shall then advise the Executive Committee of the nature of the objection and that Committee shall reconsider the application. If the Committee is then satisfied with the applicant's qualifications, experience and professional conduct, then the applicant shall be deemed to be a Member of the Association within such category of membership as shall have been determined and subject to the payment of appropriate dues and joining fees.

(e) The Association reserves the right to give no reason for its decision.

CONTINUING MEMBERSHIP REQUIREMENTS

9. Each consultancy shall provide acoustical consulting services to the community as its day-to- day principal activity and shall not derive more than one half of its fees from a single client.

10. No principal, partner or director of a consultancy shall undertake activities which will prejudice the impartiality of the consultancy.

11. No related or associated organisation of a consultancy shall undertake activities which will prejudice the impartiality of the consultancy.

12. All persons, Principals and staff, authorising reports of the consultancy or otherwise taking technical responsibility of each consultancy shall be a corporate Member of the Australian Acoustical Society, Acoustical Society of New Zealand or equivalent society as approved by the Executive.

13. Members shall at all times carry professional indemnity insurance to a minimum amount of cover as determined from time to time by the Association with respect to acoustical consulting assignments being carried out or to be carried out by them within Australia or New Zealand and overseas.

14. All members shall:

(a) Complete the Association's Annual Return within the time set by the Association.

(b) Pay annual and other dues within the time set by the Association.

(c) At all times conform to the CODE OF ETHICS adopted by the Association.

(d) Conform to such other requirements of the Association as adopted from time to time.

CENSURE OF A MEMBER

15. The Association may censure a Member for failing to comply with the established ethics of the Association or the accepted principles of practice and conduct of the members thereof and such censure shall be in the form of a letter under the hand of the Chairman for the time being of the Association to such Member.

SUSPENSION OF MEMBERSHIP

16. If upon examination and consideration by the Executive Committee, a Member is found in default of the CONTINUING MEMBERSHIP REQUIREMENTS, then that Member may be suspended by the Executive Committee.

(a) As part of its deliberations the Executive Committee in its sole discretion may consult with any other person or organisation; including the Association in General Meeting.

(b) As part of its deliberations the Executive Committee in its sole discretion may allow and consider submissions by the defaulting Member.

(c) The Executive Committee may determine to suspend a Member:

(i) Until the satisfactory action or performance by the defaulting Member OR

(ii) Until a date fixed by the Executive Committee.

17. During the period of the suspension the Member shall not be eligible to participate in any proceedings of the Association.

18. The Representation of any suspended Member shall during the period of any suspension be deemed to have ceased.

19. Any person being an elected officer of the Association shall during the period of any suspension imposed upon the Member be deemed to have relinquished such elected office.

20. Suspension for non-payment of any sum due to the Association shall be for a period not exceeding sixty (60) days but such suspension may be renewed if at the expiration of the first period of suspension the sum or sums due to the Association have not been paid but such extension shall not exceed a period of sixty (60) days in any event.

21. Any suspension may at any time be waived if in the opinion of the Executive Committee the reason therefore no longer exists or if a satisfactory explanation for non-payment has been made.

22. Such suspension may be waived by the Executive Committee at any time if a satisfactory explanation for the cause of the suspension shall be given by the Member.

23. During the period of the suspension for a cause other than non-payment of any sum due to the Association the Member shall remain liable to pay all sums due to the Association by the Member.

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.