The name of the Association is the Australian-French Association for Science and Techology (ACT) Inc (Australian Capital Territory Branch) Incorporated, or, by abbreviation, AFAS (ACT) Inc., hereinafter referred to as 'the Association.'
(Note: AFAS (ACT) Inc. was first incorporated on 16/10/91 under the name of 'The Australian-French Association of Professional and Technical Specialists (ACT Branch) Incorporated'. The name was changed at the 11th AGM on 20/3/03 to the name shown above and registered by the Registrar-General's Office on 15/4/03.)
The Association has as its aims :
(1) The fostering of contact between French and Australian scientists, engineers and other professional and technical specialists;(2) The maintenance of ties of friendship between its members and the two countries;
(3) The promotion of scientific, educational, cultural and social activities;
(4) The promotion of collaborative French-Australian scientific and technological programs; and
(5) The promotion of joint commercial enterprises to enhance the strength of French and Australian technology.
The Association is a non-political, non-denominational and non-profit-making organisation.
The activities of the Association include :
(1) The creation of opportunities whereby scientists, technical specialists and those with other professional interests, can meet and exchange ideas and information relating to the two countries;(2) The organisation of lectures, seminars, film sessions, etc., with the participation of French and/or Australian specialists;
(3) Cooperation with similar organisations and other professional bodies inside and outside Australia;
(4) The sponsoring of lectures by visiting French specialists to the wider A.C.T. community;
(5) Creation and maintenance of a technical library and associated services;
(6) Production and distribution of a bulletin/magazine, in cooperation with the Scientific and Commercial Services of the French Embassy;
(7) The fostering of contacts with French industrialists, research workers and others interested in French-Australian technical and cultural relations;
(8) Assistance with selecting and sending Australian scholars to France and in receiving French scholars in Australia;
(9) Maintaining of contact with the Agence pour la cooperation technique, industrielle et economique, or Agency for Technical, Industrial and Economic Cooperation, ACTIM.
(10) The promotion of every action conducive to the above-mentioned aims and activities.
Membership is open to ACTIM Fellows and any individual, firm, corporate body or association who or which :
(a) subscribes to the aims of the Association;(b) applies in writing for membership;
(c) pays the prescribed fees; and
(d) is duly elected by the Executive Committee.
Classes of membership are :
(a) Full membership - for :
(i) any eligible individual; and(ii) any eligible firm, corporate body or association which has been elected as such. Firms, corporate bodies or associations may nominate one person to be their nominee, and that nominee will have all the rights and privileges of a member of the Association as long as this nomination is not revoked.
(b) Student membership - for eligible individuals who are students of a recognised education institution. Student members have the same rights and privileges as other members except the right to vote or hold office.
(c) Ex-officio membership - The Ambassador, the Counsellor for Science and Technology, and the Commercial Counsellor of the French Embassy in Canberra, shall always be ex-officio members of the Association. Ex-officio members are exempt from membership fees, but are encouraged to pay them nonetheless.
(d) Honorary membership - for any individual who has made an outstanding contribution towards the advancement of Australian-French cooperation in a technical or cultural field, or who has rendered outstanding service to the Association, and who has been invited by the Executive Committee to become an honorary member of the Association. The invitation to become an honorary member will be by resolution of the Executive Committee passed at one of its meetings by a majority of at least three quarters of the members present. Honorary members are exempt from membership fees.
(a) The fees for each class of membership are determined at the Annual General Meeting, and are effective from 1st July of that year.
(b) Fees as prescribed at the Annual General Meeting will become due on 1st July each year, and run from that date or from the date of joining the Association.
(c) Members who have not paid their fees by 31st December of the year to which they relate, will be removed automatically from the Association unless a resolution is passed by the Executive Committee not to do so.
Individual members are entitled to attend all Annual and Special General Meetings of the Association, have one vote at these meetings, and are eligible for election to any office or to the Executive Committee. They are also entitled to inspect the books and other documents of the Association, upon request to the Secretary or Treasurer.
Any right, privilege, entitlement or obligation held by a person or organisation by virtue of membership of the Association may not be transferred to another person or organisation, and ceases upon termination of membership.
(a) A member of the Association may at any time resign from the Association by written notice of resignation addressed to the Executive Committee.
(b) The Executive Committee has the power to suspend or terminate membership of any member guilty of serious misconduct or infringement of any of the rules of the Association. A majority of members present at a Special General meeting convened for the purpose may remove such suspension or restore membership.
(c) Whenever a member ceases to be a member, the Secretary must make an appropriate entry in the Register of Members, recording the date upon which membership ceased.
Notices may be served by or on behalf of the Association upon any member either personally, or by mailing through the post in a prepaid letter addressed to the member at the member's usual or last-known address.
A member of the Association is liable to contribute towards the payment of the debts and liabilities of the Association or towards the costs, charges and expenses of winding up the Association, only to the extent of the membership subscription.
(1) The Executive Committee must consist of not less than five and no more than twelve elected members. At each Annual General Meeting, all elected members of the Executive Committee must retire and become eligible for nomination for re-election. If the number of nominations is insufficient to fill all vacancies on the Executive Committee, the nominees are deemed to be elected. If the number of nominations exceeds the number of vacancies, the Executive Committee membership must be determined by secret ballot.
(2) The Counsellor for Science and Technology and the Commercial Counsellor of the French Embassy, shall be invited to attend all meetings of the Executive Committee.
(3) A meeting of the Executive Committee must be held not later than 15 days after the Annual General meeting of the Association and the members of the Executive Committee must, at that meeting, elect from among themselves the following office-bearers :
(a) President;(b) Vice-President;
(c) Treasurer - the Treasurer will maintain proper and correct books and accounts showing the financial affairs of the Association; and
(d) Secretary - the Secretary will carry out the day-to-day administration of the Association, be responsible for the minutes and the custody of any other books, documents or securities of the Association that do not fall within the purview of the Treasurer, and assist the other Committee members as required.
(4) In the event of a casual vacancy occurring in the office of the Executive Committee, the Executive Committee may appoint a member of the Association to hold that office until the next Annual General Meeting of the Association.
(5) Meetings of the Executive Committee must be held at least quarterly, and may be called at the request of the President or of at least three members of the Executive Committee. If, within half an hour from the time appointed for the holding of an Executive-Committee meeting, a quorum of four members of the Executive Committee is not present, it will stand adjourned to the same day in the next week at the same time and place, and all Executive Committee members will be so advised within five days of the adjournment. If, at such an adjourned meeting, a quorum of four members of the Executive Committee is not present within half an hour of the time appointed for holding the meeting, a committee of at least three members of the Executive Committee will be deemed a quorum.
(6) The general procedure to be followed at Executive-Committee meetings is as follows: if neither the President nor the Vice-President are present, the members present (subject to the constraints set out in 5.(5) above) will elect one among them as Presiding Officer. The proceedings of the previous meeting will then be reviewed; the Presiding Officer will open and close discussion of items on the previously agreed agenda; ask for any other items of business; and transact any other such business as he/she deems appropriate (with particular reference to 6.(2) and (3) below).
(7) Any Executive Committee member who does not attend three consecutive meetings without a valid excuse, may be asked to stand down from the Executive Committee.
(1) The Executive Committee manages the affairs and business of the Association, and may exercise all such powers and functions as may be exercised by the Association other than those powers and functions that are required by this Constitution to be exercised at a General Meeting of the Association.
(2) The Executive Committee is empowered to make, and from time to time to repeal or alter, regulations as to the management of the Association, the affairs of the Association, the duties of any officers or employees of the Association, and the conduct of the Executive Committee or any such committee thereof, provided that these are not inconsistent with this Constitution.
(3) The Executive Committee may appoint or arrange to be appointed such staff as are needed by the Association from time to time and designate or arrange to be designated the terms of such appointments.
(4) A member of the Executive Committee who has interests in any contract or arrangement made or proposed with the Association must disclose that interest at the first Meeting of the Executive Committee at which the contract or arrangement is first considered, if the interest then exists, or, in any other case, at the first meeting of the Executive Committee after the acquisition of the interest.
(1) The sources of the funds of the Association are membership fees, such income as may be derived from services undertaken on behalf of the French Embassy or other organisation, and bank interest.
(2) The income and property of the Association, whencesoever derived, must be applied solely towards the promotion of the aims of the Association as set forth in this Constitution, and no portion thereof may be paid or transferred either directly or indirectly to the members of the Association. This must not prevent the payment in good faith to any members of the Association of :
(a) remuneration for services rendered to the Association, or for goods supplied to the Association by the member in the ordinary course of business;(b) interest at current bank overdraft rate on money borrowed from the member by the Association; or
(c) a reasonable and proper sum by way of rent for premises let to the Association by the member.
(3) The property and funds of the Association are under the control of the Executive Committee, which must prepare the annual budget of the Association and keep proper accounts of :
(a) all sums of money received and expended by the Association; and(b) the property, credits and liabilities of the Association.
(4) Cheques are to be drawn and jointly signed on behalf of the Association by two members at all times, being either the Treasurer or the President, and either the Counsellor for Science and Technology or the Commercial Counsellor of the French Embassy.
(5) The Executive Committee must appoint a suitably qualified person (not being a member) as Auditor, who, at least once in each financial year of the Association, must examine the accounts of the Association and report to the members on the correctness of those accounts. The Auditor has a right of access to the accounts, books, records, vouchers and documents of the Association, and may require from the workers of the Association such information and explanations as may be necessary for the audit.
(6) The financial year of the Association is July 1st to June 30th.
(1) The Association must hold an Annual General Meeting each year, and send notice of such to every member at least 21 days before the Meeting. Accidental omission to give notice to, or non-receipt of notice by, any member of the Association does not invalidate the proceedings at the Meeting.
(2) The President of the Executive Committee, or, in the absence of the President, the Vice-President, will preside at the Annual General Meeting. If neither of these is present, or if it has been agreed by the Executive Committee, then the members present may elect one of their number as Presiding Officer.
(3) If, within half an hour of the time appointed for the holding of an Annual General Meeting, a quorum of at least one-third of the total number of members of the Association eligible to vote or of at least 10 members eligible to vote is not present, the Meeting will stand adjourned to the same day in the next week at the same time and place, or at such other place as the Executive Committee may determine, and all members must be so advised within five days of the adjournment. If, at such an adjourned meeting, a quorum is not present within half an hour from the time appointed for holding the Meeting, any eight members eligible to vote will be deemed a quorum.
(4) Members may not vote by proxy at general meetings.
(5) The Annual General Meeting must :
(a) determine all membership fees for the following year;(b) consider the annual report submitted by the Executive Committee, along with the accounts of the Association for the previous year;
(c) nominate and elect members to fill vacancies created by the retiring members of the Executive Committee;
(d) act on the rules which require the approval of the Annual General Meeting; and
(e) transact any other business of which notice may have been given in the notice of the Annual General Meeting or which may be permitted by the Presiding Officer.
(6) The Executive Committee may, when it deems necessary, or when required collectively by one-fifth of the Association's members or at least twenty-five members to do so, call a Special General Meeting. The method of calling the Meeting and transacting business, is the same as that for the Annual General Meeting.
No alterations to this Constitution may be effected unless carried by a resolution of at least two-thirds of the members present at a General Meeting, and unless at least 21 days' notice be given to members prior to the General Meeting.
The seal of the Association will be a rubber stamp inscribed with the name of the Association, and must remain in the custody of a member of the Association specified for that purpose by the Executive Committee. The seal must not be affixed to any instrument except by authority of the Executive Committee and in the presence of at least two members of the Executive Committee.
If, after the winding up or dissolution of the Association, and after the satisfaction of all its debts and liabilities, there remains any property whatsoever, the same must be vested in some other non-political, non-denominational and non-profit-making body having aims similar to those of the Association, such body to be determined by members of the Association at or before the time of dissolution, or, in default thereof, by the Supreme Court of the Australian Capital Territory.