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SLASA Constitution

November, 2002

Constitution of the School Library Association of South Australia Incorporated (SLASA)
(being the South Australian arm of the Australian School Library Association).

1. Name

1.1 The name of the Association shall be the School Library Association of South Australia Incorporated.

1.2 The letters SLASA shall be the recognised contraction for the name of the association.

2. Definitions and Interpretations

In these rules unless the contrary appears:

2.1 Association means the School Library Association of South Australia Incorporated.

2.2 “Committee” means the elected committee of management of the Association.

2.3 “Honorary Officers” means the President, Vice Presidents, Secretary and Treasurer of the Association.

2.4 “Section” means a division of this Constitution under a separate heading and “sub-section” means a division of any section of the Constitution.

2.5 The Committee of Management shall comprise that group of persons appointed in accordance with the provisions of Section 6 hereof.

2.6 The “Act” means the Associations Incorporation Act, 1985.

2.7 The “regulations” means the Associations Regulations, 1985.

3. Objectives

3.1 To disseminate information concerning school library management and the use of information in education.

3.2 To promote a public understanding of the aims, needs and educational significance of school library and information services and to work for the betterment of these services in learning and teaching in schools.

3.3 To keep State Government bodies aware of the needs and educational significance of school library and information services and advise government bodies on all matters concerning school library and information services and teacher librarianship.

3.4 To assist the professional development of teacher librarians through the organization of conferences, seminars and similar activities.

3.5 To promote research in the field of school library and information services and teacher librarianship.

3.6 To publish such material as the Association considers will promote the development of school library and information services and teacher librarianship.

3.7 To promote cooperation between, and undertake liaison with, other associations and bodies with similar aims and fields of interest.

3.8 To seek grants and endowments to foster the aims and objects of the Association, from such bodies as Federal and State Governments, other organizations, industry, commerce and private donors.

3.9 To raise money by functions and by other means when the Association thinks fit, and apply any funds to any purpose within the aims of the Association as shall be determined from time to time.

3.10 To do all such things as are incidental or conducive to the attainment of the objects and the exercise of the powers of the Association.

4. Membership

4.1 Membership of the Association shall be open to any person or institution engaged in, or interested in, school libraries, information and information sources and who undertakes to observe the Constitution.

4.2 Register of members. The register will be kept and maintained of current financial members of the association. The register remains the sole property of the association. That register shall be kept and maintained by the Secretary, and a back up copy maintained by another member of the Executive. The Secretary shall cause the name of a person who ceases to be a member to be deleted from the register of members.

4.3 Resignations. Members may give written notice to resign from the association. Such resignation shall take effect after payment of all such subscriptions and other fees due by the said member for the said year or any part thereof.

4.4 Explusions. Members may be suspended for such period as the Committee thinks fit or expelled on account of conduct which in the opinion of the Committee is detrimental to the Association. No resolution for suspension or expulsion may be passed unless the Committee has given the member an opportunity to be heard.

4.4.1 Expulsion shall be by secret ballot at a meeting of the Association provided that a resolution to expel a member:

a) shall not be capable of discussion or consideration at such meetings unless sixty clear days notice in writing of such resolution has been previously given to all Members by sending such notice by prepaid post addressed to the last known address of the Member;

b) Shall be passed by a majority of not less than two-thirds of the representatives at a General Meeting.

5. Finance

5.1 The Honorary Officers shall:

5.1.1 determine memberships rates annually.

5.1.2 manage all financial affairs of the Association.

5.1.3 appoint an Auditor, not a member of the Executive, who shall present statements of accounts and an auditor’s report, prior to the Annual General Meeting of the Association.

5.2 The Financial year of the Association shall be the period ending on the 31st day of December in each year.

5.3 Dissolution.

5.3.1 The Association shall not be dissolved except at a Special Meeting of the Association convened for the purpose, and by resolution carried by four-fifths of the votes recorded in respect of the same.

5.3.2 Postal voting shall be accepted, providing that such votes are received not later than 24 hours preceding the Special Meeting.

5.3.3 If the Association shall be wound up in accordance with the provisions of the Associations Incorporation Act 1985, and there remains, after satisfaction of all its debts and liabilities, any property whatsoever, the same shall be disposed of in accordance with Section 43 of the Act.

6. Control and Management of the Association

6.1 Executive (comprising of President, Vice Presidents, Secretary and Treasurer) of the Association will be elected annually.

6.2 The Secretary shall keep minutes of the meetings of the Association and meetings of the Committee and all other records of an administrative nature.

6.3 The Treasurer shall keep financial records of the Association and have possession of all documents and papers in relation to the assets, bank accounts and financial position of the Association. They shall also be responsible to prepare a Report and Statements of Account and Income Tax Returns and all such other documents as required to be prepared by the Association by law. Cheques drawn on the bank account of the Association shall be signed by any two of the President, Secretary and Treasurer.

6.4 The remaining members, including the Executive as in 6.1 above, shall be the Committee of Management.

6.4.1 The Committee:

a) must control and manage the business and affairs of the Association;

b) may, subject to these Rules, the regulations and the Act, exercise all such powers and functions as may be exercised by the Association other than those powers and functions that are required by these rules to be exercised by general meetings of the members of the Association through their representatives;

c) subject to these rules, the regulations and the Act, has power to perform all such acts and things as appear to the Committee to be essential for the proper management of the business and affairs of the Association.

6.5 The quorum necessary for a transaction of business by the Committee of Management shall be seven.

6.6 The Chair of a meeting of the Committee of Management shall be the President, failing him/her one of the Vice Presidents, and failing him/her, the Treasurer, and in the absence of all four of the Honorary Officers, a Chairperson shall be elected by and from the remaining members of the Committee of Management.

6.7 The Committee shall meet at least eight times per year at such place and such times as the committee may determine.

6.8 The business and general affairs of the Association shall be conducted and administered by the Committee in accordance with the Constitution and limiting the generality thereof, the Committee shall;

a) appoint sub-committees with such authority, terms of reference, and upon such terms and conditions as it shall decide;

b) appoint and dismiss staff and other officers (excluding the Honorary Officers) of the Association; c) be responsible to the Association for the actions of Committee and sub-committees.

6.9 The Committee may meet together for the dispatch of business, adjourn, and otherwise regulate the meeting as they think fit, and exercise all or any of the authorities, powers and discretions by, or under this Constitution, for the time being vested in, or exercisable by the Committee, generally provided that the Committee shall at all times act in the best interests of the members and in this respect the Committee shall be responsible to and shall account to the Association for all actions done by the Committee in the name of the Association.

6.10 Questions arising at any meeting of the Committee shall be decided by a majority of votes and in the event of equality of votes the Chair shall have a second or casting vote.

6.11 The Committee shall cause minutes to be duly entered in books provided for the purpose of all appointments of officers made by the Committee, of the names of the persons present at each meeting of the Committee and of all resolutions and proceedings at such meetings. All such Minutes shall be signed by the Chair of the meeting at which proceedings took place or by the Chair of the next succeeding meeting following their confirmation by that meeting.

6.12 Any such Minutes of any meeting of the Committee if purporting to be signed by the Chair as stated in sub-section 8 of this Section shall be receivable as prima facie evidence of the matters stated in such Minutes.

7. Annual General Meeting

7.1 The Association must in each calendar year convene an annual general meeting of its members.

7.2 The annual general meeting must be held on such a day as the Committee determines, within four months of the end of the financial year date.

7.3 The annual general meeting must be specified as such in the notice convening it.

7.4 The ordinary business of the annual general meeting must be:

a) to confirm the minutes of the preceding annual general meeting;

b) to receive from the Committee reports upon the proceedings and transactions of the Association during the preceding financial year, including the audited statement of the financial position of the Association;

c) to declare officers of the Association and the ordinary representatives of the Committee;

d) to elect an Auditor for the ensuing year, unless the Association shall be a ‘prescribed association’ in accordance with the Associations Incorporation Act 1985, in which case the committee will ensure that the provisions of clause 35 of the Act shall be met.

7.5 The annual general meeting may transact special business of which notice is given in accordance with these rules.

7.6 The annual general meeting must be in addition to any other general meetings that may be held in the same year.

8. General Meetings

8.1 All meetings other than the annual general meeting and extraordinary general meetings must be called general meetings.

8.2 The Committee must convene a minimum of three general meetings in any one calendar year and in each calendar year the first such meeting must take place no later than the 31st of March.

9. Extraordinary General Meetings

9.1 The Committee must, on the requisition in writing from members representing no less than 10% of the total number of members, convene an extraordinary meeting of the Association.

9.2 The requisition for an extraordinary general meeting must state the objects of the meeting and must be signed by the members making the requisition and be sent to the address of the Secretary and may consist of several documents in a like form, each signed by one or more members making the requisition.

9.3 If the Committee does not cause an extraordinary general meeting to be held within one month after the date on which the requisition is sent to the address of the Secretary, the members making the requisition or any one of them, may convene an extraordinary general meeting to be held not later than three months after that date.

9.4 An extraordinary general meeting convened by members in pursuance of these rules must be convened in the same manner as nearly as possible as that in which those meetings are convened by the Committee and all reasonable expenses incurred in convening the meeting must be refunded by the Association to the persons incurring the expenses.

10. Notice of Meeting

10.1 The Secretary of the Association must, at least 14 days before the date fixed for the first general meeting of the Association for the year, cause to be sent to each member of the Association a notice by post, fax or electronic mail stating the place, date and time of the meeting.

10.2 At the final general meeting of the year, a calendar of proposed general meetings for the following year will be determined and these will be included in the minutes of the meeting. The date, time and place of the next general meeting will be included at the end of the minutes of each meeting to be forwarded to representatives and members.

10.3 At least 14 days prior to any general meeting the Secretary of the Association must cause to be sent to representatives and members the minutes of the previous general meeting and an Agenda setting out the business of the forthcoming meeting.

10.4 Business other than that set out in the Agenda may be introduced at any general meeting after advertised business that has been dealt with.

10.5 A representative desiring to bring any business before a meeting may give notice of that business in writing or by telephone to the Secretary or President, and that business must be included in the Agenda for the next general meeting.

11. Proceedings at meetings

11.1 All business that is transacted at a general meeting and all business that is transacted at the annual general meeting with the exception of that specially referred to in these rules as being the ordinary business of the annual general meeting must be deemed to be general business.

11.2 No item of business shall be transacted at a general meeting unless a quorum of representatives entitled to vote is present during the time when the meeting is considering that item.

11.3 The quorum necessary for a transaction of business shall be seven.

11.4 The President or in his/her absence, either of the Vice Presidents, must preside as Chair at each general meeting of the Association. If the President and the Vice Presidents are absent from a general meeting, the members present shall elect one of their number to preside as Chair at the meeting.

11.5 The Chair of a general meeting at which a quorum is present may, with the consent of the meeting adjourn the meeting from time to time and place to place but no business must be transacted at an adjourned meeting other than the business left unfinished at the meeting at which the adjournment took place.

11.6 Where a meeting is adjourned for 14 days or more, a like notice of the adjourned meeting must be given as in the case of the general meeting.

12. Voting at General Meetings

12.1 A question arising at a general meeting of the Association must be determined on a show of hands of members and unless before or on the declaration of the show of hands a poll is demanded a declaration by the Chair that a resolution has, on a show of hands, been carried or carried unanimously, or carried by a particular majority or lost, and an entry to that effect in the Minute Book of the Association is evidence of the fact, without proof of the number or proportion of the votes recorded in favour of or against that resolution.

12.2 In the case of an equality of voting on a question, the Chair of the meeting is entitled to exercise a second or casting vote.

13. Method of conducting a poll at a general meeting

13.1 If at a meeting a poll on any question is demanded by not less than three members it shall be taken at that meeting in such a manner as the Chair may direct and the resolution of the poll shall be deemed to be a resolution of the meeting on that question.

13.2 A poll that is demanded on the election of a Chair or on a question of an adjournment shall be taken forthwith and a poll that is demanded on any other question shall be taken at such time before the close of the meeting as the Chair may direct.

13.3 A member is not entitled to vote at any general meeting unless all monies due and payable have been paid, other than the amount of the annual subscription payable in respect of the current financial year.

14. Appointment of proxy

14.1 Each member shall be entitled to appoint in writing to the Secretary by post, fax or electronic mail, a person who is also a member of the Association to be his/her proxy, and to attend and vote at any meeting of the Association.

15. Amendment to the Constitution

15.1 Subject to the provisions of the Associations Incorporation Act 1985, these Rules may be amended, rescinded or added to from time to time by a special resolution of the Association.

15.2 No resolution for changing the constitution or rules shall be entertained except at the annual general meeting or at a general meeting, and such resolutions shall require to be supported by the votes of three-fourths (3/4) of the members present and voting. Notice of such motion shall be given to the Committee at least one month before the meeting and the terms of the motion shall be stated in the circular calling for the meeting, to be sent not less than 14 days before the date of the meeting.

16. Public Officer

16.1 The Committee shall appoint a Public Officer in accordance with and subject to the provisions of the Associations Incorporation Act 1985.

17. Other Associations

17.1 The Association may take steps as it deems necessary to affiliate, liaise, enter into partnership, or carry on a joint venture with any other Association or body or group of persons having the same or similar objects as the Association.

18. Publications

18.1 The Association may publish in the name of the Association such literature material and works as it deems fit and may accept such means as it deems necessary to offer for sale and advertise the sale of such literature materials and works.

19. Indemnity of Office Bearers

19.1 The Honorary Officers, members of the Committee of Management, delegates to the Association and administrators acting in relation to any of the affairs of the Association and in accordance with this Constitution shall be jointly and severally indemnified and held harmless by all of the members from and against all actions, cost, charges, losses, claims, demands, damages and expenses which they or any of them shall or may incur or sustain by reason of any duty or supposed duty in their respective offices or trusts except such (if any) as they or any of them shall incur or sustain by or through their own wilful neglect or default and none of them shall be answerable for the acts or defaults to the others or others of them.

20. Custody of records

20.1 Except as otherwise provided in these Rules, the Secretary shall keep in his/her custody or under his/her control all books, documents and securities of the Association.

21. Funds

21.1 The Association is a non-profit organization. That is, the assets and income of the Association shall be applied solely in promotion of its objects and in the exercise of its powers. No portion shall be distributed directly or indirectly to members except as bona fide compensation for services rendered or expenses incurred on behalf of the Association.

21.2 The funds of the Association shall be derived from entrance fees, annual subscriptions, donations and such other sources as the Association determines.

26 November, 2002.