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Constitution and Rules of the Society for Growing Australian Plants (Queensland Region) Inc    

April 2016

**A PDF version is available here.**

1.0 Name  

1.1 The name of the incorporated association shall be Society for Growing Australian Plants (Queensland Region) Inc. (Hereinafter referred to as the "Society".)   

2.0 Objects  

The objects for which the Society is established are:  

2.1 to preserve Australian Native Flora by promoting its introduction into gardens;  

2.2 to improve existing species by breeding and selection;  

2.3 to advocate the establishment of National Parks, Flora Reserves and Botanic Gardens in all types of soil and climate for the preservation of the flora and for the enjoyment and education of the people;  

2.4 to obey and strengthen the laws and regulations of all bodies given authority under the governments of the States or Commonwealth for the preservation of the flora;  

2.5 to promote the conservation of Australian native plants and their habitats;  

2.6 to interest nurserymen in propagating and supplying Australian native plants to the public;  

2.7 to record and publish information on Australian native plants;  

2.8 to encourage the establishment of Branches within the Society;  

2.9 to support research into Australian native plants;  

2.10 to establish and maintain association with organisations having compatible aims;    

3.0 Powers  

3.1 The Society shall have the power to take over the funds and other assets and the liabilities of the present unincorporated association known as the Society for Growing Australian Plants (Queensland Region) (hereinafter referred to as "the unincorporated society").  

3.2  The Society shall have, in the exercise of its affairs, all the powers of an individual, for example, to:  

a. enter into contracts; and  


b. acquire, hold, deal and dispose of property; and  


c. make charges for services and facilities it supplies; and  


d. do other things necessary or convenient to be done in carrying out its affairs.  
 The Society may also issue secured and unsecured notes, debentures and debenture stock for the Society.    

4.0 Classes of Membership  

4.1 An application for membership may be made by all persons and organisations interested in the aims of the Society.   4.2 The classes of membership of the Society shall be:-  

a. Ordinary Member  


b. Honorary Life Member  


c. An Organisation  


4.3 An Honorary Life Member shall be entitled to all the privileges of an Ordinary Member. He/she shall be a person whose outstanding and meritorious service in furthering the objects of the Society has earned such recognition. Elevation to Honorary Life Membership shall bear the recommendation of three-quarters of the officers present at a Council meeting and the approval of three-quarters of the Members present at a general meeting.  
   

4.4 A Member that is an organisation may nominate a person to represent it at general meetings in the Society and such person shall be deemed to have the authority to speak for and do all things on behalf of such organisation. The nomination shall be in writing to the Secretary and signed by two of the executive of that organisation.  


4.5 The number of members shall be unlimited.  


5.0 Membership

5.1 Every person, or organisation, who at the date of incorporation of the Society was a member of the unincorporated society and who on or before the thirtieth day of April 1984, agrees in writing to become a member of the Society shall be admitted to the same class of membership of the Society as that member held in the unincorporated society. Every member of the Society who previous to his/her agreeing to become a member of the Society has paid his/her subscription due on the first day of April 1983 as a member of the unincorporated society, shall not be liable to pay any further sum by way of annual subscription to the Society for the period prior to the first of April 1984.  

5.2 An Honorary Life Member of the unincorporated society shall be deemed to be an Honorary Life Member of the Society. A life member of the unincorporated society shall be admitted to the Society as an ordinary member who shall be deemed to be financial in each year without payment of an annual subscription.  

6.0 Membership Subscriptions  

6.1 The annual subscriptions for the various classes of membership of the Society shall be such as the Council shall from time to time prescribe.  

6.2 The Council may prescribe concessional subscriptions within the various classes of membership as it may determine from time to time.  

6.3 Members shall be notified of the subscription rates for the following year not less than twentyone (21) days prior to the due date.  

6.4 All annual subscriptions shall become due and payable in advance on the first day of April in every year. A member shall be deemed unfinancial if his/her subscription is not paid by the last day of June in the same year.  

7.0 Admission and Rejection of Members  

7.1 Application to become a member shall be in writing and shall be considered by the Council which may accept or reject it.  

7.2 Upon the acceptance or rejection of an application for any class of membership the Secretary shall forthwith give the applicant notice in writing of such acceptance or rejection.  

8.0 Termination of Membership  

8.1 A member may resign from the Society at any time by giving notice in writing to the Secretary. Such resignation shall take effect at the time such notice is received by the Secretary, unless a later date is specified in the notice, when it shall take effect on that later date.  

8.2 If a member -  

a. fails to comply with any of the provisions of these Rules; or  


b. has membership fees in arrears for a period of three months or more; or  


c. conducts herself or himself in a manner considered to be injurious or prejudicial to the character or interests of the Society; the Council shall determine whether his/her membership shall be terminated.  

8.3 The member concerned shall be given a full and fair opportunity of presenting his/her case and if the Council resolves to terminate his/her membership it shall instruct the Secretary to advise the member in writing accordingly.  

9.0 Appeal Against Rejection or Termination of Membership  

9.1 A person whose application for membership has been rejected, or whose membership has been terminated, may within one month of receiving written notification thereof, lodge with the Secretary written notice of his/her intention of appeal against the decision of the Council.   Whereupon the Secretary shall convene, within three months, a general meeting to determine the issue by the vote of the members present at such meeting.  

9.2 Where a person whose application is rejected does not appeal against the decision of the Council within the time prescribed by these Rules, or so appeals but the appeal is unsuccessful, the Secretary shall forthwith refund the amount of any fee paid.  

10.0 Register of Members

10.1 The Council shall cause a Register to be kept in which shall be entered the names and addresses of all persons admitted to membership of the Society and the dates of their admission.  

10.2 The Register shall be open for inspection at all reasonable times by any member who previously applies to the Secretary for such inspection.  

10.3 However, the Council may, on the application of a member of the association, withhold information about the member (other than the member’s full name), from the register available for inspection, if the Council has reasonable grounds for believing the disclosure of this information would put the member at risk of harm.  

11.0 Annual General Meetings and General Meetings  

11.1 The first general meeting shall be held at such time, not less than one month nor more than three months after the incorporation of the Society, and at such place as the Council may determine.  

11.3 Annual General Meeting 

(a) The annual general meeting shall be held within 6 months after the end of the financial year of the Society. 

(b) The business to be transacted at every annual general meeting shall be: 

(i) the receiving of the Council's report and the statement of income and expenditure, assets and liabilities and mortgages, charges and securities affecting the property of the Society for the preceding financial year; 

(ii) the receiving of the auditor's report upon the books and accounts for the preceding financial year; 

(iii) the election of members of the Council; 

(iv) the appointment of an auditor; and 

(v) such other business as the Council may determine. 

11.3 Special General Meeting    

The Secretary shall convene a special general meeting:  

a. when directed to do so by the Council; or  


b. on the requisition in writing signed by not less than one-third of the members presently on the Council or not less than twenty ordinary members of the Society. Such requisition shall clearly state the reasons why such special general meeting is being convened and the nature of the business to be discussed thereat; or  


c. on being given notice in writing of an intention to appeal against the decision of the Council to reject an application for membership or to terminate the membership of any person.  
  The only business to be conducted at a Special General Meeting shall be those matters for which it is called and these shall be specified by the Secretary in the notice of meeting. 

11.4 Quorum  

a. At any general meeting the number of financial members required to constitute a quorum shall be the number of members elected or appointed to the Council at the last General Meeting, plus one.  


b. No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business. For the purpose of this Rule 'member' includes a person attending as a proxy or representing a corporation or organisation which is a member.  


11.5 Notice of Meetings  

a. The Secretary shall convene all general meetings of the Society by giving not less than fourteen (14) days notice of any such meeting to the members of the Society.  
   

b. The manner by which such notice shall be given shall be determined by the Council; provided that notice of any meeting convened for the purpose of hearing and determining the appeal of a member against the rejection or termination of his/her membership by the Council, shall be given in writing. Notice of a general meeting shall clearly state the nature of the business to be discussed.  


11.6 Unless otherwise provided by these Rules, at every general meeting:  

a. the President shall preside as Chairman, or if there is no President, or if he/she is not present within fifteen minutes after the time appointed for the holding of the meeting, or is unwilling to act, then one of the Vice-Presidents shall be the Chairman, or if one of the Vice-Presidents is not present, or is unwilling to act, then the members present shall elect one of their number to be Chairman of the meeting.  


b. every motion shall be decided by a majority of votes of the members present (except for Special Resolutions which require a three-quarters majority).  


c. every member shall be entitled to one vote and in the case of an equality of votes the Chairman shall have a second or casting vote. No member shall be entitled to vote at any general meeting if his/her annual subscription is more than one month in arrears at the date of the meeting.  


d. voting shall be by show of hands unless not less than one-fifth of the members present demand a ballot, in which event there shall be a secret ballot.  


e. the instrument appointing a proxy shall be in writing, in the common or usual form, under the hand of the appointor or of his/her attorney duly authorised in writing, or if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised. A proxy shall be a member of the Society. The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a secret ballot.  


f. where a members wants a proxy to vote for or against a resolution, the instrument appointing the proxy must be in the following or similar form:-  
 Society for Growing Australian Plants (Qld. Region)Inc.:   I,.........................................................................of..........................................................,  being a member of the Society, appoint    ........................................................................of,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,,        as my proxy to vote for me on my behalf at the (annual) general meeting of the Society, to  be held on the .................. day of ................................... 20        , and at any adjournment of the meeting.   Signed this ............................... day ........................................ of  ......................... 20        .   Signature ..................................................................................................   This form is to be used *in favour of / *against [strike out whichever is not wanted] the following resolutions —              [List relevant resolutions]  

g. the instrument appointing a proxy shall be deposited with the Secretary prior to the commencement of any meeting at which the person named in the instrument proposes a vote; and  


h. the Secretary shall cause full and accurate minutes of all questions, matters, resolutions and other proceedings of every Council meeting and general meeting to be entered in a book to be open for inspection at all reasonable times by any financial member who previously applies to the Secretary for that inspection.  
   For the purposes of ensuring the accuracy of the recording of such minutes, the minutes of every Council meeting shall be signed by the Chairman of that meeting or the Chairman of the next succeeding Council meeting verifying their accuracy. Similarly, the minutes of every general meeting shall be signed by the Chairman of that meeting or the   Chairman of the next succeeding general meeting: Provided that the minutes of any annual general meeting shall be signed by the Chairman of that meeting or the Chairman of the next succeeding general meeting or next succeeding annual general meeting.  

12.0 Membership of the Council   

12.1 The Council of the Society shall consist of:  

a. the following elected officers all of whom shall be members of the Society:  
  

    • President
    • Vice President – two (2)     
    • Secretary
    • Conservation Liaison Officer     
    • Treasurer
    • Membership Officer     
    • Editor
    • Technical/Horticultural Officer    
    • Branch Liaison Officer  
    • Publicity and Promotions Officer  
    • Displays Officer          
    • Councillors - two (2)  

b. the immediate past President who shall be an ex-officio non-voting member of Council for 12 months immediately following the end of his/her term of office.  


c. such non-voting delegates or proxy delegates of Branches and other non-voting officers appointed under Rule 15.1(d) or entitled to representation in Council in accordance with Rule 24.3.   


12.2 At the annual general meeting of the Society all members of the Council shall retire from office, but shall be eligible upon nomination for re-election except that the maximum period of consecutive office of President shall be three years.  


12.3 The election of officers of the Council shall take place in the following manner:-  


a. any two members of the Society shall be at liberty to nominate any other member to serve as an officer of the Council;  


b. the nomination, which shall be in writing and signed by the member and his/her proposer and seconder, shall be lodged with the Secretary at least fourteen days before the annual general meeting at which the election is to take place;  


c. should there be an insufficient number of candidates nominated, nominations may be taken from the floor of the meeting.  


13.0 Resignation or Removal of Members of the Council  

13.1 Any member of the Council may resign from membership of the Council at any time by giving notice in writing to the Secretary. Such resignation shall take effect at the time such notice is received by the Secretary unless a later date is specified in the notice when it shall take effect on that later date. A member may be removed from office at a general meeting of the Society where that member shall be given the opportunity to fully present his/her case. The decision to remove a Council member shall be determined by the vote of the members present at a general meeting.  

14.0 Vacancies on Council  

14.1 The Council shall have power at any time to appoint any member of the Society to fill any casual vacancy on the Council until the next annual general meeting.     

14.2 Where a quorum exists the Council may continue to act notwithstanding any casual vacancy. Where no quorum exists such members of the Council as are available may act to increase their numbers or summon a general meeting but for no other purpose.  

15.0 Functions of the Council  

15.1 Except as otherwise provided by these Rules, and subject to resolutions of the members of the Society carried at any general meeting, the Council:-  

a. shall have the general control and management of the administration of the affairs, property and funds of the Society,  


b. shall have authority to interpret the meaning of these Rules and any matters relating to the Society on which these Rules are silent,  


c. may exercise all the powers of the Society in the matters enumerated in Rule 3.2 of these Rules, and  


d. shall appoint other non-voting officers as it sees fit.  


16.0 Meetings of the Council  

16.1 The Council shall meet not less than six times in each year to exercise its functions.  

16.2 A special meeting of the Council shall be convened by the Secretary on the requisition in writing by not less than one-third of the members of Council. Notice of such meeting must be given within 14 days after receipt of the request. The requisition shall clearly state the reasons why such special meeting is being convened and the nature of the business to be discussed.

16.3 At every meeting of the Council more than 50% of the members elected to the Council by the end of the last General Meeting shall form a quorum.  

16.4 Subject as previously provided in this Rule, the Council may meet and regulate its proceedings   as it thinks fit. Questions arising at any meeting of the Council shall be decided by a majority of votes of officers present and eligible to vote and, in the case of equality of votes, the question shall be deemed to be decided in the negative.  

16.5 A member of the Council shall not vote in respect of any contract or proposed contract with the Society in which he/she is interested, or any matter arising therefrom and, if he/she does so, his/her vote shall not be counted.  

16.6 Not less than fourteen (14) days notice shall be given by the Secretary to members of the Council of any special meeting of the Council. Such notice shall clearly state the nature of this, the only business to be discussed.  

16.7 The President shall preside as Chairman at every meeting of the Council, or if there is no President, or if at any meeting he/she is not present within ten minutes after the time appointed for the meeting, then one of the Vice Presidents shall be Chairman or if neither Vice President is present the members may choose one of their number to be Chairman of the meeting.  

16.8 Sub-Committees and Non-Voting Officers  

a. The Council may delegate any of its powers to a sub-committee consisting of such members of the Society as the Council thinks fit. In the exercise of powers so delegated any such sub-committee shall conform to any regulations imposed on it by the Council.  


b. A sub-committee may elect a Chairman of its meetings. If no such Chairman is elected, or if at any meeting the Chairman is not present within ten minutes after the time appointed for holding the meeting, the members present may choose one of their number to be Chairman of the meeting.  


c. A sub-committee may meet and adjourn as it thinks proper. Questions arising at any meeting shall be determined by a majority of votes of the members present and, in the case of an equality of votes, the question shall be deemed to be decided in the negative.  


d. The Council may delegate any of its powers to any member of the Society who shall in the exercise of the powers so delegated conform to any regulations that may be imposed by the Council.  


e. Branch delegates and other non-voting officers shall submit a concise report to each Council meeting.  


f. The appointment of all sub-committees and non-voting officers shall terminate at the next annual general meeting unless terminated by the Council at an earlier date.  


16.9 Validation of Acts  

All acts done by any member of the Council or of a sub-committee or any person acting as a member of the Council, shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any such member of the Council or person acting as aforesaid, or that the members of the Council or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a member of the Council.  

16.10 Resolution in Writing  

A resolution in writing signed by all members of the Council for the time being entitled to receive notice of a meeting of the Council shall be as valid and effectual as if it had been passed at a meeting of the Council duly convened and held. Any such resolution may consist of several documents in like form, each signed by one or more members of the Council.  

17.0 By-laws  

17.1 The Council may from time to time make, amend and repeal By-Laws, not inconsistent with   these Rules, for the internal management of the Society. Any By-Law may be set aside by a general meeting of members.  

18.0 Alteration of Rules  

18.1 Subject to the provisions of the Associations Incorporation Act 1981, these Rules may be   amended, rescinded or added to from time to time by a Special Resolution carried at any general meeting. A special resolution means a resolution passed at a general meeting of the Society by the votes of three-quarters of the members who are present and entitled to vote on the resolution. Such an amendment, rescission or addition shall not come into force in these Rules unless approved by the Chief Executive Officer, Consumer Affairs Queensland.  

19.0 Common Seal  

19.1 The Council shall provide for a Common Seal and for its safe custody. The Common Seal shall only be used by the authority of the Council and every instrument to which the Seal is affixed shall be signed by a member of the Council and shall be countersigned by the Secretary or by a second member of the Council or by some other person appointed by the Council for the purpose.  

20.0 Funds and Accounts  

20.1 The funds of the Society shall be kept in the name of the Society in a financial institution decided by the Council from time to time.  

20.2 Proper books and accounts shall be kept and maintained either in written or printed form in the English language showing correctly the financial affairs of the Society and the particulars usually shown in books of a like nature.  

20.3 All moneys shall be banked as soon as practicable after receipt thereof.  

20.4 All amounts of $100 or more shall be paid by cheque or electronic funds transfer. If the payment is made by cheque the cheque shall be signed by two of the President, Secretary, Treasurer or one other member of Council authorised by the Council to sign cheques.  

20.5 Cheques shall be crossed "not negotiable" except those in payment of wages, allowances, or petty cash recoupment, which may be open.  

20.6 The Council shall determine the amount of petty cash which shall be kept on the imprest system.  

20.7 All expenditure shall be approved or ratified at a Council meeting.  

20.8 As soon as practicable after the end of each financial year the Treasurer shall cause to be prepared a statement containing particulars of -  

a. the income and expenditure for the financial year just ended;  


b. the assets and liabilities and all mortgages, charges and securities affecting the property of the Society at the close of that year.  


20.9 All such statements shall be examined by the auditor who shall present his/her report upon such audit to the Secretary prior to the holding of the annual general meeting next following the financial year in respect of which such audit was made.  


20.10 The income and property of the Society wheresoever derived shall be used and applied solely in promotion of its objects and in the exercise of its powers as set out herein and no portion thereof shall be distributed, paid or transferred directly or indirectly by way of dividend, bonus or otherwise by way of profit to or amongst the members of the Society, provided that nothing herein contained shall prevent the payment in good faith of interest to any member in respect of moneys owing by the Society to him/her or of remuneration to any officers or servants of the Society or to any member of the Society or other person in return for any services actually rendered to the Society, provided further that nothing herein contained shall be construed so as to prevent the payment or repayment to any member of out of pocket expenses, money lent, reasonable and proper charges for goods hired by the Society or reasonable and proper rent for premises demised or let to the Society.  


21.0 Documents  

21.1 The Council shall provide for the safe custody of books, documents, instruments of title and securities of the Society.  

22.0 Financial Year  

22.1 The financial year of the Society shall close on 31st January in each year.  

23.0 Distribution of Surplus Assets  

23.1 If the Society shall be wound up in accordance with the provisions of the Associations Incorporation Act 1981, and there remains after satisfaction of all 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 or institutions having objects similar to the objects of the Society, and which shall prohibit the distribution of its or their income and property among its or their members to an extent at least as great as is imposed on the Society under or by virtue of Rule 20.10, such institution or institutions to be determined by the members of the Society.  

24.0 Branches  

24.1 A District Branch or Specialist Group of the unincorporated society shall be deemed to be a Branch of the Society.     

24.2 A Branch may be formed by not less than six (6) financial members subject to the approval of the Council and in accordance with such By-Laws as the Council may from time to time prescribe.  

24.3 A Branch having a membership of not less than ten (10) may appoint a delegate from its members or a proxy delegate (being a member of the Society) to represent it in the Council. A delegate or proxy delegate shall be appointed in the manner prescribed  in the By-laws.  

24.4 A Branch shall not:   a. enter into any agreement which shall create a liability exceeding:  
 i. its liquid assets; or  
 ii. when aggregated with all other liabilities of the Branch, its total assets;  
 b. expend any money or make any gift or donation greater than the amount specified in the By-Laws, without prior approval of the Council.  


24.5 Winding-up   a. Council shall be notified of the intention to wind up a Branch at least three (3) months prior to the nominated date of closure and during this period there shall be no distribution of any records or assets. The Branch must provide a copy of the Minutes of the meeting at which the decision was made within 14 days of this meeting.  
 b. Upon winding-up of a Branch and after satisfaction of all its debts and liabilities,  all property, including all records and assets, shall be transferred forthwith to the Society at large through the Council.  
 c. Upon transfer of such property that remains, the Council shall determine the use, or uses, to which it may be put in the interests of the Society.  


24.6 Incorporation of Branches    A Branch of the Society may, subject to the approval of the Council, become incorporated in accordance with the provisions of Part 9, Division 1, Sections 74 to 78, Associations Incorporation Act 1981 (Reprint No. 6d June 2007).     

* * * * * * * * * * * * * *             

 

By-Laws of the Society for Growing Australian Plants (Queensland Region) Inc.

 

By-Law 1: Formation and Conduct of Branches   

1.1 Purposes for which a Branch should be formed.  

a. To further the aims of the Society by combining the efforts of individual members in a particular district or field of interest, where an existing Branch does not exist, to fill this purpose;  


b. To provide regular meeting times and places for those members to participate actively in the aims of the Society.  


1.2 Procedures for Formation:  

a. A minimum of six (6) interested and financial members of the Society may form a Branch subject to the provisions of clause

b. An inaugural meeting of those members shall be called at which meeting the following business shall be conducted:-  


i. Elect a Provisional Honorary Committee comprising Chairman, Secretary and  
 Treasurer (or Secretary/Treasurer);

ii. Read the Constitution and Rules of the Society and all By-Laws made in relation thereto and ensure understanding of same by the members present;  


iii. Make written application to the Council for approval to form the Branch or  
 Specialist Group. The application shall contain the names and addresses of all of the members making the application, the names and addresses of the Provisional Committee and the reasons for which formation of the Branch is sought.  

c. Approval or otherwise of the application shall be at the sole discretion of the Council.  

d. Upon advice of approval by Council:-  


i. The Provisional Committee shall become the Committee and shall conduct the business of the Branch in accordance with the Constitution and Rules of the Society and all By-Laws made in relation thereto;  


ii. The Branch may make application for a grant to cover reasonable formation  
 expenses which shall be fully detailed in such application.  

1.3 Conduct:  

a. All members of a Branch must be financial members of the Society in accordance with the Associations Incorporation Act 1981.  


b. Members of a Branch shall at all times uphold the Objects and obligations of the Society.  


c. The Committee shall cause Minutes and Accounts to be kept which properly record the activities of the Branch. Account books shall be made available to the Regional Treasurer on request.  


d. Regular meetings of members shall be held and the times, places and, if possible, subject matter advised to the Bulletin Editor for publication in the "Bulletin".  
    

At any Branch Meeting, the number of members required to constitute a quorum shall be four (4). For any motion in the event of voting being equal, the Chairman shall have a casting vote as well as a primary vote.  

e. An Annual General Meeting shall be held by not later than 31st March in each year, at which time all Committee positions shall be declared vacant and a Committee elected. The names and addresses of those elected shall be notified by post, email or fax to the Regional Secretary forthwith. An Annual Report of Branch activities must be submitted to the Regional Secretary before the Region Annual General Meeting.  

f. The financial year of the Branch shall be operated from 1st January to 31st December. An annual Statement of Receipts and Expenditure shall be forwarded to the Regional Secretary for incorporation in the Society's Financial Statement by not later than 31st January each year.  
   A person must not audit a financial statement for a Branch if the person is –  

i.  a member of the management committee of the Branch or  

ii. employer or employee of a member of the management committee of the Branch or  


iii. a spouse or dependent of a person mentioned in paragraph (a) or (b) as required by the Act.  
    

The Statement of Accounts may be internally audited by an Honorary Auditor. An external audit is not required. The records of account shall be made available to the Society's Auditor on request.  

g. The membership year shall be operated from 1st April to 31st March. After issue of current Region Membership Accounts with the March "Bulletin", each member of the Branch or Specialist Group should have his/her Branch Membership endorsed by the Committee.  


h. The Committee shall compile a Register of the members of the Branch or Specialist Group and a copy of the Register so compiled shall be forwarded to the Region Secretary by not later than 31st January each year.  


1.4 Funds:  

a. Funds of a Branch shall be kept in the name of the Branch in a financial institution and be operated with two signatories.   


b. A Branch may raise its own funds by way of a levy on its members and/or by other means not inconsistent with the objectives of the Society.  


c. Funds of a Branch shall be used solely in the interests of, and for the benefit of, that Branch, subject to the provisions of Clause 24.4 of the Constitution and Rules. Gifts or donations do not require approval of the Council regardless of the amount, and for the purpose of rule 24.4(b) no amount is specified. 

d. Any membership levy imposed by a Branch shall be additional to the subscription for financial membership of the Society.  


e. Each Branch shall be financially self-sufficient in the ordinary conduct of its activities and shall not incur any debt for which the members of the Society as a whole may become liable without prior approval of the Council.  


1.5 Representation in Society Affairs:  

a. Each Branch shall have direct representation in Council through the elected Branch  Liaison Officer.  

b. A Branch may appoint a non-voting delegate or proxy delegate to attend meetings of the Council in accordance with the provisions of Clause 24.3 of the Constitution and Rules of the Society.  The appointment of a Delegate or Proxy Delegate under the said Clause 24.3 shall be notified to the Regional Secretary in writing signed by any two members of the Executive of the Branch, but including the Chairman or Secretary. The appointment may be made to the Regional Secretary using email, if an email supporting the nomination is received by the Regional Secretary from each of two members of the Executive of the Branch, including the Chairman or Secretary.  

1.6 Branch Life Membership    

Branches of the Society may, at their discretion, award Life Membership of their Branch to   deserving Branch members. Such Branch Life Memberships are completely separate from Honorary Life Memberships of the Society, which are awarded in accordance with rules 4.2, 4.3 and By-Law 3. Branch Life Memberships apply to Branch membership only, not to the Society membership as a whole.  

By-Law 2: Financial Assistance to Branches or Individual Members for Specific Purposes

2.1 The Council may, at its sole discretion, from time to time make financial assistance available to Branches or individual members for specific purposes consistent with the Objects of the Society. Such financial assistance may be in the form of a loan or grant as appropriate and shall be given under such terms and conditions as the Council shall determine. The terms and conditions of any loan or grant offered by the Council shall be incorporated into a written agreement between the Council and the recipient of the loan or grant. In the case of a loan offer, any legal and administrative costs incurred in the preparation of the instrument of agreement shall be borne by the applicant, unless otherwise resolved by the Council.  

2.2 Financial assistance of any kind will not be offered until such time as the Council is satisfied beyond all reasonable doubt that personal profit will not accrue to individual members or to members of Branches as a result of such assistance and in accordance with Rule 20.10.  

2.3 Procedure: An application for financial assistance shall be presented to the Council as a Special Resolution. The Applicant shall submit:-   

a. full details of the proposed purpose for which funding is sought, including the manner in which the undertaking will further the Objects of the Society,  


b. the intended method of implementation of the undertaking,  


c. detailed estimates of cost (supported by quotations where possible) and the anticipated time required for completion of the undertaking,  


d. an undertaking to report progress to the Council at such intervals as the Council may determine from time to time, and  


e. where considered by the Council to be of benefit to the membership at large, an undertaking to prepare regular reports for publication in the "Bulletin".  

By-Law 3: Nomination for and Election to Honorary Life Membership of the Society


3.1 Nomination:- (See also Constitution and Rules Clause 4.3)    Nomination of any member for elevation to Honorary Life Membership shall be in writing to the Regional Secretary and shall fully state the grounds on which such nomination is made.

3.2 Voting:- Voting shall take place at a regular Council Meeting or a special Council Meeting called for that purpose not less than fourteen (14) days nor more than sixty-five (65) days after the Meeting at which the nomination was presented to the Council.  Voting shall be by secret ballot.  

3.3 Recommendation of the Council:-  A recommendation of the Council to elevate a member to Honorary Life Membership shall be made to the Society at the next General Meeting following the Council Meeting at which the nomination was approved.

By-Law 4: Organising Committee - Regional General Meetings

The Council shall appoint an Organising Committee, chaired by one of the Vice Presidents, which shall have the responsibility of arranging all times, venues and published purposes of General Meetings of the Society.    In carrying out this responsibility, the Organising Committee will be required to submit its proposals for each three (3) month period, for Council consideration, prior to the closing date for inclusion in the "Bulletin".  

By-Law 5: Bill Tulloch Memorial Lecture

The Bill Tulloch Memorial Lecture shall be held annually. It shall be part of the Regional Conference programme in any year that a Regional Conference is held. When there is no Regional Conference in a year, it will be given at the October General Meeting of the Society, or at such time and place as shall be decided by the Council.    It is the responsibility of the President to arrange the speaker for the Bill Tulloch Memorial Lecture.  

By-Law 6: Recognition Awards

6.1 Award of Merit   

(a) Nomination:- Nomination of any member for the Award of Merit shall be in writing to the Regional Secretary and shall fully state the grounds on which such nomination is made.   

(b) Voting:- Voting shall take place at the next regular Council Meeting after the one at which the nomination has been presented. Voting shall be by a secret ballot, a simple majority being required.   

(c) Recommendation of the Council:- A recommendation of the Council for the Award of Merit shall be made to the Society at the next General Meeting following the Council Meeting at which the nomination was approved.

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