Record of Constitution changes:

Certificate of Incorporation granted: 21/1/1994.

Constitution Amended by Annual General Meeting of the APPS Inc., Canberra, 19/3/2008

Endorsement of 19/3/2008 revised Constitution                            

                                                               .  
Australasian Plant Pathology Society Inc. (APPS) Constitution

(19/3/2008 Revision of the Constitution approved at Incorporation 21/1/1994)

RULE 1. NAME

(i.)            The name of the incorporated association shall be the Australasian Plant Pathology Society Inc. (in these Rules called 'the Society')

RULE 2. OBJECTS

(i.)           The objects for which the Society is established are the advancement and dissemination of the knowledge of plant pathology and its practice, particularly, but not exclusively, in relation to Australia and neighbouring countries.

(ii.)          Without limiting in any way the powers of the Management Committee, the objects may be achieved in any or all of the following ways:

           (a.)              by fostering communication and exchange of information between members and with affiliated societies and other local and overseas societies having similar aims and objects;

           (b.)              by organising scientific meetings of the Society;

           (c.)              by participating in, and acting as host of international scientific meetings;

          (d.)              by publishing a journal;                                                        

           (e.)              by increasing public awareness of the functions and achievements of plant pathologists;

           (f.)              by such other activities as may be conducive to the attainment of the objects.

RULE 3. POWERS

The powers of the Society are:-

(i.)            To take over the funds and other assets and the liabilities of the present unincorporated Society known as the 'Australasian Plant Pathology Society';

(ii.)           To subscribe to, become a member of and co-operate with any other association, club or organisation, whether incorporated or not, whose objects are altogether or in part similar to those of the Society provided that the Society shall not subscribe to or support with its funds any club, association or organisation which does not prohibit the distribution of its income and property among its members to an extent at least as great as that imposed on the Society under or by virtue of rule 28 (x);

(iii.)         In furtherance of the objects of the Society to buy, sell and deal in all kinds of articles, commodities and provisions, both liquid and solid, for the members of the Society or persons frequenting the Society's premises;

(iv.)         To purchase, take on lease or in exchange, hire and other wise acquire any lands, buildings, easements or property, real and personal, and any rights or privileges which may be requisite for the purposes of, or capable of being conveniently used in connexion with, any of the objects of the Society: Provided that in case the Society shall take or hold any property which may be subject to any trusts the Society shall only deal with the same in such manner as is allowed by law having regard to such trusts;

(v.)          To enter into any arrangements with any Government or Authority that are incidental or conducive to the attainment of the objects and the exercise of the powers of the Society; to obtain from any such Government or Authority any rights, privileges and concessions which the Society may think it desirable to obtain; and to carry out, exercise and comply with any such arrangements, rights, privileges and concessions;

(vi.)         To appoint, employ, remove or suspend such managers, clerks, secretaries, servants, workmen and other persons as may be necessary or convenient for the purposes of the Society;

(vii.)       To remunerate any person or body corporate for services rendered, or to be rendered, and whether by way of brokerage or otherwise in placing or assisting to place or guaranteeing the placing of any unsecured notes, debentures or other securities of the incorporated Society, or in or about the incorporated Society or promotion of the incorporated Society or in the furtherance of its objects;

(viii.)      To construct, improve, maintain, develop, work, manage, carry out, alter or control any houses, buildings, grounds, works or conveniences which may seem calculated directly or indirectly to advance the Society's interests, and to contribute to, subsidise or otherwise assist and take part in the construction, improvement, maintenance, development, working, management, carrying out, alteration or control thereof;

(ix.)          To invest and deal with the money of the Society not immediately required in such manner as may from time to time be thought fit;

(x.)           To take or otherwise acquire, and hold shares, debentures or other securities of any company or body corporate;

(xi.)          In furtherance of the objects of the Society to lend and advance money or give credit to any person or body corporate; to guarantee and give guarantees or indemnities for the payment of money or the performance of contracts or obligations by any person or body corporate, and otherwise to assist any person or body corporate;

(xii.)        To borrow or raise money either alone or jointly with any other person or legal entity in such manner as may be thought proper and whether upon fluctuating advance account or overdraft or otherwise to represent or secure any moneys and further advances borrowed or to be bestowed alone or with others as aforesaid by notes secured or unsecured, debentures or debenture stock perpetual or otherwise, or by mortgage, charge, lien or other security upon the whole or any part of the incorporated Society's property or assets present or future and to purchase, redeem or pay-off any such securities;

(xiii.)       To draw, make, accept, endorse, discount, execute and issue promissory notes, bills of exchange, bills of lading and other negotiable or transferable instruments;

(xiv.)      In furtherance of the objects of the Society to sell, improve, manage, develop, exchange, lease, dispose of, turn to account or otherwise deal with all or any part of the property and rights of the Society;

(xv.)        To take or hold mortgages, liens or charges, to secure payment of the purchase price, or any unpaid balance of the purchase price, of any part of the Society's property of whatsoever kind sold by the Society, or any money due to the Society from purchasers and others;

(xvi.)      To take any gift of property whether subject to any special trust or not, for any one or more of the objects of the Society but subject always to the proviso in sub-rule 3(iv);

(xvii.)     To take such steps by personal or written appeals, public meetings or otherwise, as may from time to time be deemed expedient for the purpose of procuring contributions to the funds of the Society, in the shape of donations, annual subscriptions or otherwise;

(xviii.)   To print or publish any newspapers, periodicals, books, leaflets, web-based information or audio-visual material that the Society may think desirable for the promotion of its objects;

(xix.)       In furtherance of the objects of the Society to amalgamate with any one or more incorporated associations having objects altogether or in part similar to those 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 that imposed upon the Society under or by virtue of rule 28 (x);

(xx.)         In furtherance of the objects of the Society to purchase or otherwise acquire and undertake all or any part of the property, assets, liabilities and engagements of any one or more of the incorporated associations with which the Society is authorised to amalgamate;

(xxi.)       In furtherance of the objects of the Society to transfer all or any part of the property, assets, liabilities and engagements of the Society to any one or more of the incorporated associations with which the Society is authorised to amalgamate;

(xxii.)      To make donations for patriotic, charitable or community purposes;

(xxiii.)    To do all such other things as are incidental or conducive to the attainment of the objects and the exercise of the powers of the Society.

RULE 4. CLASSES OF MEMBERS

(i.)            There shall be seven classes of members of the Society:

      (a.)          An Ordinary Member of the Society shall be a person who is interested in the study of plant diseases and their causes and who has paid the annual membership fee as may be fixed by the Society from time to time. Ordinary Members receive publications as decided by the Management Committee. Ordinary Members have the right to vote and hold elective office, to serve on committees, to be eligible for election as an Honorary Member or Fellow of the Society, and to receive other privileges as decided by the Management Committee.

     (b.)          An Honorary Member shall be a member who, in the opinion of the Society, has made an outstanding contribution to the Society. An Honorary Member may be elected by the Management Committee after having been nominated by a proposer and seconder, each of whom shall be a financial member of the Society, and who shall provide the Committee with details of the nominee's contributions to the Society. The Management Committee may appoint such sub-committee as it deems fit to assess any such nominations as Honorary Member. If the Management Committee appoints a member to be an Honorary Member, the Management Committee shall notify the next Annual General Meeting of the Society. Honorary Members will not pay annual membership fees, but will have all the privileges of Ordinary Members.

      (c.)          A Fellow of the society shall be a member of the Society who has rendered distinguished service to the field of plant pathology. A Fellow may be elected by the Management Committee after having been nominated by a proposer and seconder, each of whom shall be a financial member of the Society, and who shall provide details of the nominee's service to plant pathology to the Management Committee. The Management Committee may appoint such sub-committee as it deems fit to assess any such nomination as Fellow. Fellows pay the same annual membership fee and have all the privileges of the membership class to which they previously belonged.

(d.)                  A Student Member of the Society shall be a person engaged in full-time secondary or tertiary studies. The application and annual membership renewal of Student Members must be certified by their Head of Department or equivalent. Student Members are entitled to all the privileges of Ordinary Members and shall pay one half the annual membership fee. A Student Member shall not be elected to any office unless he/she has attained the age of legal majority.

(e.)                  A Emeritus Member shall be a present or former member no longer engaged in full-time professional employment. Emeritus Members are entitled to all the privileges of Ordinary Members and pay one half the annual membership fee and receive Australasian Plant Pathology and E-mail communications from the society, or may pay one quarter annual membership (until age 75, when the membership fee will be waived), and receive only E-mail communications until resignation or death of the member.

       (f.)          An Associate Member of the Society shall be a member who wishes to retain contact with plant pathologists, but for whom the discipline is of peripheral interest, or not currently the main focus of their employment. Associate Members are entitled to all the privileges of Ordinary Members but shall only receive such publications as the Management Committee shall determine from time to time and shall be entitled to hold elective office. The membership fee for an Associate shall be such proportion of the rate set for Ordinary Members as is fixed by the Management Committee from time to time.

     (g.)          A Sustaining Member shall be any interested person or corporate body which pays an annual subscription of such amount as may be fixed by the Management Committee from time to time. The privileges of each Sustaining Member shall be: 

(i)       To be listed in journals published by the Society;

(ii)     To receive a copy of those publications produced by the Society as determined by the Management Committee;

(iii)    To arrange an exhibit of its Products and/or services at meetings of the Society under conditions to be determined by the Management Committee;

(iv)   For corporate memberships, to nominate one representative to act on its behalf as an individual member for the purpose of voting and exercising other privileges.

(ii)            The number of members in each class shall be unlimited.

RULE 5. MEMBERSHIP

(i)              Every applicant for any class of membership of the Society shall be proposed by one member of the Society and seconded by another member. The application for membership shall be made either (a) in writing, signed by the applicant and their proposer and seconder, or (b) on-line, via the internet, stating the email contact of their proposer and seconder, and shall be in such form as the Management Committee from time to time prescribes.

RULE 6. MEMBERSHIP FEES

(i)             The membership fees for each class of membership shall be such sum as the members shall from time to time at any General Meeting so determine.

(ii)           The membership fees for each class of membership shall be payable at such time and in such manner as the Management Committee shall from time to time determine.

RULE 7. ADMISSION AND REJECTION OF MEMBERS

(i)        At the next meeting of the Management Committee after the receipt of any application and the fee applicable for any class of membership, such application shall be considered by the Management Committee, who shall thereupon determine upon the admission or rejection of the applicant.

(ii)       Any applicant who receives a majority of the votes of the members of the Management Committee present at the meeting at which such application is being considered shall be accepted as a member to the class of membership applied for.

(iii)      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.

RULE 8. TERMINATION OF MEMBERSHIP

(i)        A member may resign from the Society at any time by giving notice 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.

(ii)       If a member -

(a) is convicted of an indictable offence;

(b) fails to comply with any of the provisions of these Rules.

(c) has membership fees in arrears for a period of six months or more; or

(d) behaves in a manner considered to be injurious or prejudicial to the character or interests of the Society, the Management Committee shall consider whether that members membership shall be terminated.

(iii)      The member concerned shall be given a full and fair opportunity of presenting a case and if the Management Committee resolves to terminate the membership it shall instruct the Secretary to advise the member in writing accordingly.

(iv)      Notwithstanding the earlier provisions of this rule, a person applying for membership who has previously been a member of the Society and who has, left the Society indebted to the Society in any manner whatsoever, shall not be eligible for readmission as a member until that indebtedness has been discharged in full.

RULE 9. APPEAL AGAINST REJECTION OR TERMINATION OF MEMBERSHIP

(i)              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 intention to appeal against the decision of the Management Committee.

(ii)            Upon receipt of a notification of intention to appeal against rejection or termination of membership the Society shall convene, within three months of the date of receipt of such notice, a General Meeting to determine the appeal. At any such meeting the applicant shall be given the opportunity to fully present a case and the Management Committee or those members thereof who rejected the application for membership or terminated the membership subsequently shall likewise have the opportunity of presenting its or their case' The appeal shall he determined by the vote of the members present at such meeting.

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

RULE 10. REGISTER OF MEMBERS

(i)              Subject to the provisions of relevant privacy legislation, the Management Committee 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.

(ii)            Particulars shall also be entered into the Register of deaths, resignations, terminations and re-instatements of membership and any further particulars as the Management Committee or the members at any General Meeting may require from time to time.

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

(iv)          Subject to the provisions of relevant privacy legislation, and when deemed in the interests of members, the Management Committee may from time to time authorise release of member information to other organisations.

RULE 11. APPOINTMENT OR ELECTION OF SECRETARY

(i)        While it remains a requirement of relevant legislation, the Secretary must be an individual residing in Queensland, or in another State but not more than 65km from the Queensland border, who is—

(a)   a member of the Society, elected by the Society as Secretary; or

(b)   any of the following persons appointed by the Management Committee as Secretary—

(i)             a member of the Society’s Management Committee;

(ii)           another member of the Society;

(iii)          another person.

(ii)           If a vacancy happens in the office of Secretary, the members of the Management Committee must ensure a Secretary is appointed or elected for the Society within 1 month after the vacancy happens.

(iii)          If the Management Committee appoints a person mentioned in sub-rule (i) (b) (ii) of Rule 11 as Secretary, other than to fill a casual vacancy on the Management Committee, the person does not become a member of the Management Committee.

(iv)         However, if the Management Committee appoints a person mentioned in sub-rule (i) (b) (ii) of Rule 11 as Secretary, to fill a casual vacancy on the Management Committee, the person becomes a member of the Management Committee.

(v)           If the Management Committee appoints a person mentioned in sub-rule (i) (b) (iii) of Rule 11 as Secretary, the person does not become a member of the Management Committee.

(vi)         In this rule—casual vacancy, on a Management Committee, means a vacancy that happens when an elected member of the Management Committee resigns, dies or otherwise stops holding office.

RULE 12. REMOVAL OF SECRETARY

(i)             The Management Committee of the association may at any time remove a person appointed by the Committee as the Secretary.

(ii)           If the Management Committee removes a Secretary who is a person mentioned in rule 11(i) (b) (i), the person remains a member of the Management Committee.

(iii)          If the Management Committee removes a Secretary who is a person mentioned in rule 11(i) (b) (ii) and who has been appointed to a casual vacancy on the Management Committee under rule 11(iv), the person remains a member of the Management Committee.

RULE 13. FUNCTIONS OF SECRETARY

(i)   The secretary’s functions include, but are not limited to—

(a)   keeping copies of all correspondence and other documents relating to the association; and

(b)   maintaining the register of members of the association; and

(c)   other functions as determined by the Management Committee.

RULE 14. MEMBERSHIP OF MANAGEMENT COMMITTEE

(i.)            The Management Committee of the Society shall consist of a President, Vice-President (s), Executive Secretary and Treasurer, all of whom shall be members of the Society, and such number of other members as the members of the Society at any General Meeting may from time to time elect or appoint.

(ii.)           At the Annual General Meeting of the Society, the members of the Management Committee for the time being shall retire from office, but shall be eligible upon nomination for re-election.

(iii.)         The election of officers and other members of the Management Committee 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 or other member of the Management Committee;

               (b.)               The nomination, which shall be in writing and signed by the member, proposer and seconder, shall be lodged with the Executive Secretary at least fourteen days before the Annual General Meeting at which the election is to take place;

               (c.)               A list of the candidates' names in alphabetical order, with the proposers' and seconders' names, shall be posted in a conspicuous place on the Society website, in the office or usual places of meeting of the Society for at least seven days immediately preceding the Annual General Meeting;

               (d.)               Balloting lists shall be prepared (if necessary) containing the names of the candidates in alphabetical order, and each member present at the annual general meeting shall be entitled to vote for any number of such candidates not exceeding the number of vacancies;

               (e.)               Should, at the commencement of such meeting, there be an insufficient number of candidates nominated, nominations may be taken from the floor of the meeting.

RULE 15. RESIGNATION FROM THE MANAGEMENT COMMITTEE

(i.)            Any member of the Management Committee may resign from membership of the Management Committee at any time by giving notice in writing to the Executive Secretary but such resignation shall take effect at the time such notice is received by the Executive Secretary unless a later date is specified in the notice when it shall take effect on that later date or such member may be removed from office at a General Meeting of the Society where that member shall be given the opportunity to fully present a case. The question of removal shall be determined by the vote of the members present at such a General Meeting.

RULE 16. VACANCIES ON MANAGEMENT COMMITTEE

(i.)            The Management Committee shall have power at any time to appoint any member of the Society to fill any casual vacancy on the Management Committee until the next Annual General Meeting.

(ii.)           The continuing members of the Management Committee may act notwithstanding any casual vacancy in the Management Committee, but if and so long as their number is reduced below the number fixed by or pursuant to these Rules as the necessary quorum of the Management Committee, the continuing member or members may add for the purpose of increasing the number of members of the Management Committee to that number or of summoning a General Meeting of the Society, but for no other purpose.

RULE 17. FUNCTIONS OF THE MANAGEMENT COMMITTEE

(i.)            Except as otherwise provided by these Rules and subject to resolutions of the members of the Society carried at any general meeting the Management Committee.

                         (a.)     Shall have the general control and management of the administration of the affairs, property and funds of the Society; and

                        (b.)     Shall have authority to interpret the meaning of these Rules and any matter relating to the Society on which these Rules are silent.

(ii.)           The Management Committee may exercise all the powers of the Society -

                    (a.)          To borrow or raise or secure the payment of money in such manner as the members of the Society may think fit and secure the same or the payment or performance of any debt, liability, contract, guarantee or other engagement incurred or to be entered into by the Society in any way and in particular by the issue of debentures, perpetual or otherwise, charged upon all or any of the Society's property, both present and future, and to purchase, redeem or pay off any such securities;

                    (b.)          To borrow money from members at a rate of interest not exceeding interest at the rate for the time being charged by bankers in Brisbane for overdrawn accounts on money lent, whether the term of the loan be short or long, and to mortgage or charge its property or any part thereof and to issue debentures and other securities, whether outright or as security for any debt, liability or obligation of the Society, and to provide and pay off any such securities; and

                    (c.)          To invest in such manner as the members of the Society may from time to time determine.

RULE 18. MEETINGS OF MANAGEMENT COMMITTEE

     (i.)            The Management Committee shall meet at least once every calendar month to exercise its functions.

    (ii.)            A Special Meeting of the Management Committee shall be convened by the Society on the requisition in writing signed by not less than one-third of the members of the Management Committee, which requisition shall clearly state the reasons why such Special Meeting is being convened and the nature of the business to be transacted thereat.

  (iii.)            At every meeting of the Management Committee a simple majority of a number equal to the number of members elected and/or appointed to the Management Committee as at the close of the last General Meeting of the members, shall constitute a quorum.

  (iv.)            Subject as previously provided in this rule, the Management Committee may meet together and regulate its proceedings as it thinks fit: Provided that questions arising at any meeting of the Management Committee shall be decided by a majority of votes and, in the case of equality of votes, the question shall be deemed to be decided in the negative.

   (v.)            A member of the Management Committee shall not vote in respect of any contract or proposed contract with the Society in which that member is interested, or any matter arising thereout, and if the member does so vote the vote shall not be counted.

  (vi.)            Not less than fourteen days notice shall be given by the Executive Secretary to members of the Management Committee of any special meeting of the Management Committee. Such notice shall clearly state the nature of the business to be discussed thereat.

(vii.)            The President shall preside as Chairperson at every meeting of the Management Committee, or if there is no President, or if at any meeting the President is not present within ten minutes after the time appointed for holding the meeting, a Vice-President shall be Chairperson or if a Vice-President is not present at the meeting then the members may choose one of their number to be Chairperson of the meeting.

(viii.)            If within half an hour from the time appointed for the commencement of a Management Committee meeting a quorum is not present, the meeting, if convened upon the requisition of members of the Management Committee, shall lapse. In any other case the meeting shall stand adjourned to the same day in the next week at the same time and place, or to such other day and at such other time and place as the Management Committee may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the meeting shall lapse.

RULE 19. SUB-COMMITTEES OF THE MANAGEMENT COMMITTEE

   (i.)          The Management Committee may delegate any of its powers to a sub-committee consisting of such members of the Society as the Management Committee thinks fit. Any sub-committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the Management Committee.

 (ii.)          A sub-committee may elect a Chairperson of its meetings. If no such Chairperson is elected, or if at any meeting the Chairperson 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 Chairperson of the meeting.

(iii.)          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.

RULE 20. VALIDITY OF ACTIONS

(i.)               All acts done by any meeting of the Management Committee or of a sub-committee or by any person acting as a member of the Management Committee shall, notwithstanding that if it is afterwards discovered that there was some defect in the appointment of any such member of the Management Committee or person acting as aforesaid, or that the members of the Management Committee 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 Management Committee.

RULE 21. RESOLUTIONS IN WRITING

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

RULE 22. ANNUAL GENERAL MEETING

(i.)            The Annual General Meeting shall be held within three months of the close of the financial year.

(ii.)            The business to be transacted at every annual general meeting shall be -

(a)        The receiving of the Management Committee'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;

(b)       The receiving of the auditor’s report upon the financial records books and accounts for the preceding financial year;

(c)        The election of members of the Management Committee; and

(d)       The appointment of an auditor.

RULE 23. SPECIAL GENERAL MEETINGS

(i)             The Executive Secretary shall convene a Special General Meeting -

(a)            When directed to do so by the Management Committee; or

(b)            On the requisition in writing signed by not less than one-third of the members presently on the Management Committee or not less than the number of ordinary members of the Society which equals double the number of members presently on the Management Committee plus one. Such requisition shall clearly state the reasons why such Special General Meeting is being convened and the nature of the business to be transacted thereat; or

(c)            On being given a notice in writing of an intention to appeal against the decision of the Management Committee to reject an application for membership or to terminate the membership of any person.

RULE 24. QUORUM FOR GENERAL MEETINGS

(i.)            At any General Meeting the number of members required to constitute a quorum shall be double the number of members presently on the Management Committee plus one.

(ii.)           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 purposes of this rule 'member' includes a person attending as a proxy or as representing a corporation which is a member.

(iii.)         If within half an hour from the time appointed for the commencement of a General Meeting a quorum is not present, the meeting, if convened upon the requisition of members of the Management Committee or the Society, shall lapse. In any other case it shall stand adjourned to the same day in the next week at the same time and place, or to such other day and at such other time and place as the Management Committee may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the members present shall be a quorum.

(iv.)         The Chairperson may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

RULE 25. NOTICE OF MEETINGS

(i.)            The Executive Secretary shall convene all General Meetings of the Society by giving not less than 14 days notice of any such meeting to the members of the Society.

(ii.)           The manner by which such notice shall be given shall be determined by the Management Committee: 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 membership by the Management Committee, shall be given in writing. Notice of a General Meeting shall clearly state the nature of the business to be discussed thereat.

RULE 26. CONDUCT OF GENERAL MEETINGS

Unless otherwise provided by these Rules, at every General Meeting -

(i.)            The President shall preside as Chairperson, or if there is no President, or if the President is not present within fifteen minutes after the time appointed for the holding of the meeting or is unwilling to act, the Vice-President shall be the Chairperson or if a Vice-President is not present or is unwilling to act then the members present shall elect one of their number to be Chairperson of the meeting;

(ii.)          The Chairperson shall maintain order and conduct the meeting in a proper and orderly manner,

(iii.)         Every question, matter or resolution shall be decided by a majority of votes of the members present;

(iv.)         Every member present shall be entitled to one vote and in the case of an equality of votes the Chairperson shall have a second or casting vote: provided that no member shall be entitled to vote at any general meeting if the members annual subscription is more than one month in arrears at the date of the meeting;

(v.)          Voting shall be by show of hands, verbal indication, or a division of members, unless not less than one fifth of the members present demand a ballot, in which event there shall be a secret ballot. The Chairperson shall appoint two members to conduct the secret ballot in such manner as the Chairperson shall determine and the result of the ballot as declared by the Chairperson shall be deemed to be the resolution of the meeting of which the ballot was demanded;

(vi.)         A member may vote in person or by proxy or by attorney and on a show of hands every person present who is a member or a representative of a member shall have one vote and in a secret ballot every member present in person or by proxy or by attorney or other duly authorised representative shall have one vote;

(vii.)       The instrument appointing a proxy shall be in writing, in the common or usual form, under the hand of the appointor or of an 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 may but need not 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;

(viii.)      Where It is desired to afford members an opportunity of voting for or against a resolution the instrument appointing a proxy shall be in the following form or a form as near thereto as circumstances permit:-

I,…………. of, …………………. being a member of the above named Society, hereby appoint …………of ……….. or failing that member, ………………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 thereof.

 Signed this ……………..day of…………………… , 20__

 Signature

This form is to be used - in favour of/ * against the resolution

* Strike out whichever is not desired.

 (Unless otherwise instructed, the proxy may vote as the proxy thinks fit.);

(ix.)        The instrument appointing a proxy shall be deposited with the Executive Secretary prior to the commencement of any meeting or adjourned meeting at which the person named in the instrument proposes to vote; and

(x.)         The Executive Secretary shall cause full and accurate minutes of all questions, matters, resolutions and other proceedings of every Management Committee meeting and General Meeting to be taken, and available for inspection at all reasonable times by any financial member who previously applies to the Executive Secretary for that inspection. For the purposes of ensuring the accuracy of the recording of such minutes, the minutes of every Management Committee meeting shall be endorsed by the Chairperson of that meeting or the Chairperson of the next succeeding Management Committee meeting verifying their accuracy. Similarly, the minutes of every General Meeting shall be endorsed by the Chairperson of that meeting or the Chairperson of the next succeeding General Meeting: Provided that the minutes of any Annual General Meeting shall be endorsed by the Chairperson of that meeting or the Chairperson of the next succeeding General Meeting or Annual General Meeting.

RULE 27.  BY-LAWS

(i.)           The Management Committee may from time to time make, amend or repeal by-laws, not inconsistent with these Rules, for the internal management of the Society and any by-law may be set aside by a general meeting of members.

RULE 28.  ALTERATION OF RULES

(i.)           Subject to the provisions of the Associations Incorporation Act 1981, the Amendment Act 2007, the Associations Incorporation Regulation 1999 and any subsequent relevant laws or regulations of the State of Queensland, these Rules may be amended, rescinded or added to from time to time by a special resolution carried at any General Meeting: Provided that no such amendment, rescission or addition shall be valid unless the same shall have been previously subjected to approval as required by the laws of the State of Queensland applying from time to time.

RULE 29. COMMON SEAL

(i.)           The Management committee shall provide for a Common Seal and for its safe custody. The Common Seal shall only be used by the authority of the Management Committee and every instrument to which the seal is affixed shall be signed by a member of the Management Committee and shall be countersigned by the Executive Secretary or by a second member of the Management Committee or by some other person appointed by the Management Committee for the purpose.

RULE 30. FUNDS AND ACCOUNTS

(i.)            The funds of the Society shall be deposited in the name of the Society in such bank or permanent building society as the Management Committee may from time to time direct.

(ii.)           Proper financial records and accounts shall be kept and maintained either in written, electronic or printed form in the English language showing correctly the financial affairs of the Society and the particulars usually shown in financial records of a like nature.

(iii.)         All monies shall be deposited as soon as practicable after receipt thereof.

(iv.)         All amounts of one hundred dollars or over shall be paid by Management Committee authorised electronic fund transfer or by cheque signed by any two of the President, Executive Secretary, Treasurer or other member authorised from time to time by the Management Committee.

(v.)          Cheques shall be crossed 'not negotiable' except those in payment of wages, allowances or petty cash recoupment which may be open.

(vi.)         The Management Committee shall determine the amount of petty cash which shall be kept on the imprest system.

(vii.)       All expenditure shall be approved or ratified at a Management Committee meeting.

(viii.)      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

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

(ix.)          All such statements shall be examined by the auditor who shall present a report upon such audit to the Executive Secretary prior to the holding of the annual general meeting next following the financial year in respect of which such audit was made.

(x.)           The income and property of the Society whencesoever 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 such member in respect of monies advanced by the member to the Society or otherwise owing by the Society to the member 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.

RULE 31. DOCUMENTS

(i.)             The Management Committee shall provide for the safe custody of financial records, documents, instruments of title and securities of the Society.

RULE 32. FINANCIAL YEAR

(i.)             The financial year of the Society shall close on 31st December in each year.

RULE 33. INTERPRETATION

     (i.)            In these rules a reference to Australasian Plant Pathology shall be read as a reference to the current publication and to any other publications of a similar nature published by the Society in addition or substitution therefore.

RULE 34. DISTRIBUTION OF SURPLUS ASSETS

     (i.)            If the Society shall be wound up in accordance with the provisions of the Associations Incorporation Act 1981, the Amendment Act 2007, the Associations Incorporation Regulation 1999 and any subsequent relevant laws or regulations of the State of Queensland, and there remains, after 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 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 28 (x), such institution or institutions to be determined by the members of the Society.