Constitution

This Constitution includes amendments passed at the Special General Meeting held on September 1, 1993, the Annual General meeting on November 13th November 1995, and the Annual General Meeting on 12th November 1997.

1. NAME

The name of the Association shall be the English Teachers Association of Western Australia (Inc).

2. AIMS

The aims of the Association shall be:

(a) To promote and encourage Literature and English and the teaching thereof; (b) To promote the professional development of Literature and English teachers;

(c) To promote discussion among members about current developments in

teaching practice, theory and research in areas of concern to Literature and

English Teachers;

(d) To enhance the professional status of Literature and English teachers;

(e) To initiate and conduct such research and curriculum development projects as are consistent with the above aims;

(f) To publish a journal and other materials relevant to the above aims;

(g) To initiate and support any other activities which may be helpful to teachers and students of Literature and English;

(h) The property and income of the Association shall be applied solely towards the promotion of the objects or purposes of the Association and no part of that property or income may be paid or otherwise distributed, directly or indirectly, to members of the Association except in good faith in the promotion of those objects or purposes.

3. MEMBERSHIP

Membership of the Association is open to all individuals or institutions according to the categories listed below:

(a) Full membership of the Association is open to all individuals engaged in the teaching of English and to others with an expressed interest in or involvement in the subject.

(b) Student membership shall be available only to full-time students enrolled in a tertiary institutions and not receiving a salary.

(c) Library membership shall be open to schools, tertiary institutions, libraries, publishers and other corporate bodies or associations with specific interests in the teaching of English.

(d) Life membership will be available to any such person who may be invited by the Association and whose nomination is by three-quarters of members and voting at the Annual General Meeting.

(e) Honorary membership may be offered by the Council as deemed appropriate.

4. VOTING RIGHTS

Each full member, student member and life member shall be entitled to vote at any General Meeting of the Association.

Library membership does not carry any voting rights.

5. Deleted 12th November 1997

6. MANAGEMENT OF THE ASSOCIATION

(a) Management of the Association’s affairs shall be vested in a Council elected the Annual General Meeting.

It shall serve from the date of its election until the next Annual General Meeting. (b) The Council shall consist of:

(i) The President, Vice-President, Secretary and Treasurer.

(ii) Ten (10) Council Members.

(iii) The immediate Past President (ex-officio).

(iv) Provided that in the event of there being insufficient nominations to fill all Council vacancies then the Council shall nevertheless be deemed to be properly constituted in all respects until such time as the Council is able to co-opt further persons to bring the number of members up to ten.

(c) Management of the Association between council meetings shall be vested in the Executive, the decision of which shall be subject to ratification by the Council.

(d) The Council may establish such sub-committees as may be deemed necessary from time to time.

(e) The Council shall have the power to co-opt members who shall assume full voting rights while serving on the Council.

(f) The Association may employ a person in a full-time or part-time capacity who shall be responsible to the Council through the Executive. The duties of the employed person shall be detailed in a Duty Statement compiled by the executive and ratified by the Council. (Added at the 1997 AGM)

7. COUNCIL MEMBERS

The ten Council Members shall be elected to carry out specific portfolios. These portfolios shall be determined by the Council to meet the current needs of the Association and shall be advertised at least four weeks in advance as positions to be filled at the Annual General Meeting. Members wishing to be elected to the Council must nominate for specific portfolios. Any unsuccessful candidate for one portfolio may nominate for another.

8. COUNCIL MEETINGS

(a) Council meetings may be held as often as are deemed necessary but shall be held at least once a month for a minimum of nine months of the year to attend to the affairs of the Association.

(b) A quorum for council meetings shall consist of six (6) members which shall include at least two members of the Executive.

(c) In the absence of both the President and Vice-President the meeting shall elect a chairman.

(d) Council members shall have equal voting rights, with the President having the casting vote.

9. DUTIES AND POWERS OF THE COUNCIL

The Council, in addition to the other powers conferred by this constitution and subject to all resolutions passed by the general meetings, shall have the following powers:

(a) To manage and generally control the Association.

(b) To enter into contracts on behalf of the Association.

(c) To expend the funds of the Association from time to time as may be necessary or expedient in carrying out the objectives of the Association.

(d) By the authority of the members of the Association under resolution passed at a general meeting, to borrow monies, issue debentures and otherwise to obtain monies upon the security of the assets of the Association at one time or from time to time and in the amount so authorised and to pay interest thereon at the bank rate of any higher rate if authorised by the resolution and on the of any such resolution the Council shall execute all documents and do all such acts and things as the general meeting shall deem necessary and proper. The President (or in his/her absence, the Vice-President), Secretary and Treasurer shall act as signatories ion behalf of the Council and the Association.

(e) The Council shall have the power to expel any member who brings the Association into grave disrepute or who misappropriates the Association’s funds. To expel a member the Council must recommend such expulsion to a General Meeting of the Association. Such action must be ratified by a ‘two-thirds majority of those present and voting at that General Meeting’.

(f) To call General Meetings of the Association.

(g) To act generally subject to this Constitution in all matters pertaining to or to the management and welfare of the Association.

10. DUTIES OF OFFICE BEARERS

(a) President: The President shall preside over meetings of the Association and meetings of the Council. In the event of his/her absence, the Vice-President shall act in his/her stead.

The President shall ensure that all members abide by the rules of this Constitution and that all members of the Executive Council perform their duties in the interests of the Association.

(b) Vice-President: The Vice-President shall assist the President and act in his/her stead during the absence of the President.

(c) Secretary:

(i) __ The Secretary shall be subject to the general direction of the Council and carry out their instructions and decisions insofar as they come within the ambit of his/her duties. He/she shall consult the President on emergent matters.

(ii) He/she shall (apart from the Treasurer’s Books) be responsible for the

property of the Association and its records. (Amended at the 1997 AGM)

(iii) In the absence of an employed officer of the Association, the Secretary shall:

1) keep a true and faithful record of all the business transacted at all the meetings of the Association and of the Council, and shall deal with Association correspondence as directed;

2) keep an up-to-date copy of the Constitution of the Association which shall be available to members of the Association at all meetings;

3) maintain or cause to be maintained the names and addresses of all members of the Association in the data base of members which shows names and addresses of all members;

4) be the custodian of all Association reports and records (apart from the Treasurer’s Books) and be responsible for them and for any property of the Association which may come into his/her possession from time to time;

5) in the absence of the Treasurer, issue official receipts for all monies received from the Association members or otherwise received for and on behalf of the Association;

6) keep other such records and perform other such duties as the Council may from time to time direct; and

7) immediately on relinquishing his/her office, deliver or cause to be delivered to the President, all books, together with all monies belonging to the Association for which he/she is responsible. (Amended at the 1997 AGM)

(d) Treasurer:

(i) The Treasurer shall provide financial planning and budgets for the Council and make periodic financial recommendations to the Council. (Added at the 1997 AGM)

(ii) He/she shall be subject to the general direction of the Council and carry out their instructions and decisions insofar as they come within the ambit of his/her duties. He/she shall consult the President on emergent matters.

(iii) The Treasurer shall keep such records and perform such duties as the Council may from time to time direct. (Amended at the 1997 AGM)

(iv) He/She shall oversee the financial transactions of the Association including the issuing of receipts and banking of all moneys received. In the absence of an employed officer of the Association the Treasurer shall issue receipts and bank all moneys received by the Association. (Amended at the 1997 AGM)

(v) The Treasurer shall make for and on behalf of the Association all such payments as are directed by the Council.

(vi) Immediately on relinquishing his/her office, the Treasurer shall deliver or cause to be delivered to the President, all books, together with all monies belonging to the Association for which he/she is responsible.

(vii) He/she shall present at each Annual General Meeting a duly audited statement showing the receipts and payments of the Association for the financial year under review.

11. FINANCE

(a) Authorized withdrawal from the Association’s accounts shall be made by cheque, signed by two of the following Executive Members : President, Secretary, Treasurer.

(b) The books of the Association shall be closed on December 31 and Treasurer shall present to the members at the Annual General Meeting an audited statement of Receipts and Payments, and a Statement of Assets and Liabilities as at December 31. (Amended SGM 11 April 2006)

(c) The Annual General Meeting of the Association shall appoint an auditor for the ensuring twelve month period.

(d) The income and property of the Association shall be applied solely towards the promotion of the objects of the Association. No portion of the income or property shall be paid, transferred to distributed directly or indirectly to the members of the Association, provided that nothing shall prevent the payment in good faith of remuneration to any person other than a member, in return for services rendered to the Association.

12. SUBSCRIPTIONS

(a) The Council shall have the power to determine the rates of subscription for all types of membership.

(b) Subscription shall cover a twelve month period from receipt of the payment. (Amended at the 1997 AGM)

(c) Subscriptions which remain unpaid for more than 30 days after their due date shall be deemed to have lapsed. (Amended at the 1997 AGM)

(d) Members of the Council of the Association are exempt from subscriptions for the time of their membership of the Council. (added 1995)

12A DATABASE OF MEMBERS

A data base of members showing the names and addresses and the currency of their membership shall be kept by the Admin Officer. Every member of the Association from time to time may inspect a printed copy of the membership list and other books of the Association at any reasonable time upon first giving reasonable notice to the Secretary. (Amended 1997 AGM)

13. THE ANNUAL GENERAL MEETING

(a) The Annual General Meeting shall be held before the end of each ear. The

date of the meeting shall be decided by the President, and the Secretary shall be required to give members at least one calendar month clear notice, in writing, of intention to hold such meeting.

(b) The purpose of the Annual General Meeting shall be:

I. To elect the Council of the Association.

II. To receive reports from the President and Treasurer.

III. To receive reports from Council members with regard to their portfolios where

such report is deemed necessary.

IV. To receive the audited financial statements of the previous year.

V. To conduct special business of the Association such as election of life members,

election of a patron, and changes to the Constitution. VI. To appoint an auditor for the next twelve months.

VII. To consider any general business of the Association.

(c) The procedure and order of business at the Annual General Meeting shall be as follows:

I. Welcome.

II. Apologies for absence.

III. Confirmation of minutes of the previous Annual General Meeting. IV. President’s Annual Report.

V. Treasurer’s Report.

a. Audited Financial Statement – for the twelve month period September 30 to September 30.

b. Annual Report (from Annual General Meeting to Annual General Meeting)

VI. Reports from Council Members.

VII. Special business (matters about which notice has been given). VIII. Election of Executive.

IX. Election of Council Members.

X. Appointment of Auditor.

XI. General Business.

14. SPECIAL GENERAL MEETING

(a) A Special General Meeting may be called by the Council with four weeks’ notice to members.

(b) The Council shall be required to call a Special General Meeting if petitioned

in writing to do so by no less than twenty (20) members of the Association

who shall state the object for which they wish the meeting to be called.

(c) The Council shall be required to call a Special General Meeting within eight

weeks of the receipt of such a petition.

(d) The business to be transacted at any such Special General Meeting shall be stated in the notice advising of the date, time and place of the meeting; no other business shall be transacted at such a meeting.

15. QUORUMS

Quorums for the various general meetings shall be:

(a) Annual General Meetings: Twenty (20) members.

(b) Special General Meetings: Twenty (20) members.

16. ALTERATIONS TO CONSTITUTION

(a) Any voting member may move a motion of amendment to the Constitution.

(b) Any such notice of motion shall be given in writing to the Council. If such notices of motion are accompanied by a petition, a Special General Meeting shall be called under the provisions of 14(b) above. If such notices of motion are not accompanied by such a petition, each such notice shall be listed as an item of business at the next Annual General Meeting.

(c) Notice of motion to alter the Constitution must be given to all members of the Association no less than four weeks before the date of such a meeting.

(d) Motions to amend the Constitution will only pass if they have the support of two-thirds of the voting members present.

17. THE COMMON SEAL

The common seal of the Association engraved with the name of the Association shall be kept in the care of the President. The seal shall not be used or affixed to any deed or other document except pursuant to a resolution of the Council and in the presence of the President and two members of the Council both of whom shall subscribe their names as witnesses.

18. DISSOLUTION

The Association may be dissolved or wound up by a resolution of any General Meeting or at a Special General Meeting called for such purpose. If upon the dissolution or winding up of the Association there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to, transferred to or distributed amongst the members of the Association. It shall be given to some other association, institution or body having objects similar wholly or in part to the objects of the Association, provided that the association, institution or body shall prohibit the distribution of its income and property among its members, or it shall be paid to or transferred to some charitable object, which association, institution, body or object shall be determined by the members of the Association at or before the time of dissolution or winding up. In default of any such resolution such payment, transfer or distribution shall be determined by a Judge of the District Court.

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