Ausinan Science & Technology Society Incorporated - Constitution

1. Name

The Society is named Ausinan Science & Technology Society and in abbreviation "ASTS", hereafter designated the Society.

2. Objectives

The objectives of the Society are as follows:

2.1 To advance science and technology.

2.2 To promote scientific, artistic, professional and educational activities.

2.3 To foster friendship and collaboration among Australian Chinese scientists, scholars and professionals, and with Australian and international societies for science and technology.

2.4 To promote scientific, technological and cultural exchanges between Australia and China and other countries.

2.5 To support the implementation of the strategy of revitalizing China with science and education.

3. Organisation

The main office of the Society shall be located in Sydney. Branches may be formed in any States or Territories, provided that there shall be not less than 5 financial memberships in each branch.

4. Membership

4.1 Ordinary Members consist of those who have obtained minimum qualifications of Master's or higher degrees or who are studying towards Master's or higher degrees at recognised universities or colleges and who are actively engaged or interested in the objectives of the Society. Artists, enterprisers and renowned personages may become members of the Society. International Members: Members ordinarily resident in an area other than Australia. Honorary Members: Any person, distinguished in science and technology may be invited to become Honorary President/Adviser.

4.2 Application for membership shall be made on an approved form and submitted to the Society Secretary. Councillors will consider applications and after due examination will notify acceptance. The Secretary shall notify the applicant of the decision as soon as practical.

4.3 The privileges and obligations of membership shall be such as the By-laws of the Society shall provide.

4.4 The Society shall keep a register of Members.

4.5 If the Council considers that the continuation of membership of a Member is not in the interest of the Society, the Council may exclude that Member from membership.

4.6 A person ceases to be a member of the Society if the person-

4.6.1 dies;

4.6.2 resigns that membership; or

4.6.3 is expelled from the Society.

5. Council

5.1 The affairs of the Society shall be managed by a Council which shall be the governing body of the Society.

5.2 The Council shall have power to perform all such acts and do all such things as appear to the Council to be necessary or desirable for the proper management of the affairs of the Society.

5.3 The Council shall consist of not more than twenty five representative members and shall include the President and Vice President(s).

5.4 The Council shall appoint a Secretary and a Treasurer.

5.5 The Executive shall consist of the President, Vice President(s), Secretary and Treasurer and shall be responsible for the management of the Society between meetings of the Council. The actions of the Executive shall be subject to the approval or confirmation by the Council.

5.6 There is no maximum number of consecutive terms for which a council member may hold office.

5.7.1 The President and Vice President shall be elected every two years by members of Council from among their own members.

5.7.2 The Secretary shall compile the list of incoming members of the Council and circulate this list to each incoming member of Council calling for nominations for President and Vice President. Nominees shall be incoming members of Council or past Councillors. Each nomination shall be signed by the incoming member of Council submitting such nomination and shall be signed by the nominee or evidence given of the acceptance of that position by the nominee. All nominations shall be in the hands of Secretary two weeks prior to the Council meeting. The Secretary shall include a list of all nominees to each incoming member of Council at least one week prior to the Council meeting. Should a ballot be necessary this shall be conducted by the Secretary at the commencement of the meeting of Council referred to in Rule 5.5. The Secretary shall have a casting vote.

5.7.3 The elected President and Vice President shall assume office immediately upon their election.

5.8 The Council may form committees from the membership of the Society to report on such subject which fall within the objectives of the Society and are considered to require investigation. Membership of such committees shall be terminated when the work requested has been completed.

6. Secretary

6.1 The Secretary of the Society shall establish and maintain a register of Members of the Society specifying the name and address of each person who is a Member of the Society together with the date on which the person became a Member.

6.2 It is the duty of the Secretary to keep minutes of-

6.2.1 All appointments of office bearers and members of the Council;

6.2.2 The names of members of the Council present at a Council meeting or a general meeting; and

6.2.3 All proceedings at Council meetings and general meetings.

6.3 Minutes of proceedings at a meeting shall be signed by Chairperson of the meeting or by the Chairperson of the next succeeding meeting.

7. Treasurer

It is the duty of the Treasurer of the Society to ensure that-

7.1 All money due to the Society is collected and received and that all payments authorised by the Society are made; and

7.2 Correct books and accounts are kept showing the financial affairs of the Society including full details of all receipt and expenditure connected with the activities of the Society.

8. Property

8.1 The Society is non-profit. The income and property of the Society shall be applied solely to promoting and carrying out the objectives of the Society. No part of the income or property of the Society shall be paid or transferred, by way of dividend or bonus, or otherwise howsoever by way of profit, to members of the Society: Provided that nothing herein contained shall prevent the payment in good faith of remuneration to any officer or servant of the Society in return for any service rendered to the Society or prevent the establishment of a benevolent fund for officers and servants of the Society and their dependents, or prevent the payment at the description of Council of the Society of the expenses incurred by any member of the Society in attending meetings or otherwise undertaking business of the Society at the instance of Council, or prevent the payment of honoraria to office bearers.

8.2 If on the winding up or dissolution of the Society there remains after the satisfaction of all its debts and liabilities any property whatsoever, the same shall not be paid to or distributed among the members of the Society, but shall be given or transferred to some other institution having objectives similar to those to the Society. The institution to benefit shall be as decided by a General Meeting of the members of the Society at or before the time of dissolution and in default thereof by such Judge of the relevant State or Territory as many have or acquire jurisdiction in the matter.

9. Subscriptions

9.1 The subscriptions payable by the Members shall be approved by the Council annually.

9.2 The financial year commences on the first day of July and ends on the following 30 June. All annual subscriptions shall become due on 1 July and payable by the end of September. Anyone who has not paid by the end of October is unfinancial. The collection of subscriptions due in respect of membership of the Society shall be carried out by the Treasurer as determined by Council.

9.3 Any amount contributed by any members of the Society in excess of the sum due as subscriptions shall be applied for the purposes of the Society in a manner to be determined by the Council.

10. Meetings

10.1 Council shall arrange an Annual General Meeting of the Society not later than 31 December.

10.2 Meetings of the Society shall be of such classes and shall be held for such purposes as may from time to time be prescribed by the By-laws of the Society and the rights of the several of the Members shall, except as herein otherwise provided, be such or subject to such restrictions as may be prescribed by the Rules and By-laws of the Society.

11. Alteration of the Constitution

11.1 Amendments to the Constitution may be proposed by the Council or receipt of a recommendation from a Rules or By-laws Committee, by a majority of the Council, or by a written petition submitted to the Secretary and signed by at least 5% of the total number of financial Members of the Society.

11.2 Amendments to the Constitution may be made by a two-thirds affirmative vote of the total membership of the Council by those present or represented by proxy at a Council Meeting.

12. By-laws

12.1 Council shall have power to make such By-laws as shall be requisite and convenient for the regulation, government and advantage of the Society, its members and property and for the furtherance of its objectives and purposes and Council may revoke, alter or amend any By-laws made under these Rules.

12.2 Such an alteration, amendment or addition to the By-laws shall be by a resolution of Council passed by an affirmative vote of not less than two-thirds of Councillors present and voting in person or by proxy. All Councillors shall be given twenty-one days notice of any such proposal.

13. Funds

13.1 All subscriptions are due and payable on 1 July of each year, as provided in Clause 9.2 hereof.

13.2 Any member whose subscription is nine months in arrears will be excluded from membership and may not be readmitted until such arrears are paid. Remission of subscriptions may be approved by Council under special circumstances.

13.3 Council shall operate a cheque bank account or accounts operative on the signature of any two of the President, Vice President, Secretary, Treasurer, one or two authorised members of Council.

13.4 The Society may raise or seek to raise funds from any source and to disperse any funds of the Society in the furtherance of the objectives of the Society as the Council may from time to time approve.

14. Accounts and Audit

14.1 Council shall ensure that proper financial records of the Society affairs are kept and that audited annual statements made up from such records are presented to the Annual Meetings of Council.

14.2 Council shall each year distribute to all Councillors a financial statement and annual report.

15. Public Officer

There shall be a Public Officer and such Public Officer shall be appointed and dismissed by the Council. The appointment shall be reviewed annually by Council.

16. Common Seal

The Society shall have a common seal on which the name of the Society shall be legibly written. The seal shall be kept by the Public Officer. The seal shall be used only by authority of a resolution of the Council and in the presence of one member of the Council, the Public Officer, or such member as the Council may appoint for the purpose and every presence the seal was so affixed. The Secretary shall keep a record of all documents to which to seal shall be affixed.

17. Liability and Indemnity

17.1 Each member of the Society shall undertake to contribute to the assets of the Society in the event of the same being wound up during the time that member is a member or within one year afterwards for the payment of the debts and liabilities of the Society contracted before the time at which that member ceased to be a member and the costs, charges and expenses of winding up the same and for the adjustment of the rights of contributors amongst themselves such amount as may be required not exceeding ten dollars ($10).

17.2 Subject to the above clause members of the Society and Council shall be responsible only for the consequence of their own personal wilful default or neglect and not for the default or neglect of any other person and shall be indemnified by the Society against all other liability incurred by them in the course of their duties as member of the Society and/or the Council.

18. Member's right and obligation

Members are entitled to criticise Society over its work and put forward suggestions.

18.1 Ordinary Member has the right to vote at General Meetings and shall be eligible for election to the Council.

18.2 Members are entitled to withdraw from the Society. However, the membership fee is not refundable.

18.3 Members are entitled to ask Society for help when difficulties arise.

18.4 Members must observe the principle and By-laws of the Society. They must abide by Australian laws. If anyone does not meet these requirements, Society is entitled to remove his/her membership.

18.5 The membership is not transferable.

18.6 The membership fee is not more than A$20 (including application fee) annually subject to Council's decision. The membership will be renewed every year with the payment of membership fee. The membership will be ceased automatically if this payment has not been forwarded in time. The period of membership will be calculated based on each financial year.

19. Structure of Society

Annual general meeting has the supreme power of Society.

20. The function of the members annual general meeting

The annual general meeting's functions are:

20.1 To listen to the Council's annual report and discuss the following year's plan.

20.2 To discuss and then decide on matters arising at this meeting.

20.3 Proxy votes are permitted.

20.4 A general meeting may be held at 2 or more venues using any technology approved by the council that gives each of the Society’s member a reasonable opportunity to participate.

21. Society's Council

The Council is top policy-making body. The Council is constituted by President, Vice Presidents and Councillors. The number of the Councillors is usually an odd number. A Council meeting is to be held once every three months. In case of special circumstances, an emergency meeting can be organised. The renowned personages or sponsors of Society will be appointed as honoured Councillors by Council from time to time when it is necessary. The honoured Councillors have the same rights as Councillors do but with the privilege to attend Councillors meeting freely.

22. The right of the Councillors

The Councillors have the right to vote over any decisions of Society. Electronic ballot is held as the council determines.

23. The appointment and removal of the Councillors

The qualification of the Councillors must be approved by the Council. Only those who are active in the affairs of Society can be eligible for the Council. The appointment and removal of any Councillor can not be passed unless at least half of the Councillors agree. Any Councillor who violates Society By-laws has done extremely wrong, which seriously damages the reputation of, or causes enormous losses to Society, can be dismissed by the Council. Any Councillor who does not take part in Society's activity for three months or over without acceptable reasons, can be removed from the Council.

24. President and Vice President

President is the chief executive of the Society. This person must be a Councillor. The President is in charge of overall affairs of the Society and presides over Council meetings. The President and Vice Presidents must be qualified and must have at least six months experience relating to the internal activities of the Society. On some special occasion, in the case of the President is not able to perform his/her normal duty, the President can appoint a Vice President to act on behalf.

25. The Right of the President and Vice Presidents

The President is the representative of the legal person. Any of the resolutions made by the Council goes into effect upon the signing of the President and Vice Presidents. The President can veto the resolutions made by the Council. The President's decision can also be vetoed by at least half the number of the Councillors. If an agreement can not be reached within the Council, the President is entitled to make a final decision. The President has the right to appoint and dismiss any section chief and other staff. The President can nominate new Councillors, but the nomination can be approved only when at least half the Councillors agree. The Vice President has the same rights as President when he is appointed as acting President.

26. The appointment and removal of President and Vice President

The President and Vice President are elected by the Council with a majority of the Councillors' votes. The positions are held for a term of two years. The President or Vice President can lodge his/her resignation in written form to the Council if this person doesn't think that he/she can continue to perform his/her normal duties for the reasons of health or other personal affairs. The Council will elect a new President or Vice President. The President may recommend people for these positions.

27. Board of Directors

The Board of Directors shall consist of senior councillors who have made great contributions to the Society. The Board of Directors shall manage the property of the Society, oversee the function and election of the Council, assess the qualification and suitability of office bearers before taking the office, and appoint or remove the President and/or dissolve the Council and order a general election should it deem necessary.