Constitution

Society for Paediatric Anaesthesia in New Zealand and Australia Inc. (SPANZA) - October 2000

Updated 30 November 2015

1. NAME

The name of the incorporated association shall be the SOCIETY FOR PAEDIATRIC ANAESTHESIA IN NEW ZEALAND AND AUSTRALIA INC. ("the Society")

2. DEFINITION OF TERMS

In these rules unless the contrary intention appears:-

  • "Act" means the Associations Incorporation Act 1985 (South Australia).
  • "AGM" means an Annual General Meeting of members of the Society, (paragraph 10).
  • "EGM" means an Extraordinary General Meeting, a general meeting of the members that is not an Annual General Meeting (AGM), where proper notice is given to all members eligible to vote (paragraph 11).
  • "Member" means a member of the Society.
  • "Executive" means the Executive Committee of the Society.
  • "Regulations" means the Associations Incorporations Regulations 2008 (South Australia).
  • "Ordinary Resolution" means a formal expression of the collective will; an ordinary resolution is a resolution passed by a simple majority of members at a general meeting.
  • "Special Resolution" means a resolution needed, for example, to change or modify its constitution (paragraph 29.1) or wind up the association. A special resolution must be passed by at least three quarters (75 per cent) of the votes cast by members entitled to vote, and of which notice has been given to all members setting out an intention to propose the special resolution and the terms of the resolution.

3. OBJECTS/MISSION

The object of the Society shall be the promotion of quality care, education and science in paediatric anaesthesia.

4. POWERS

The Society shall have the powers conferred by Section 25 of the Act and those of a natural person save and except such modifications and exclusions as are specified in these rules.

5. GOALS

5.1 The Society shall be an advocate for appropriate standards of care and education and promote research in paediatric anaesthesia; pain management and peri-operative care of children.

5.2 The Society shall promote communication between and fellowship of members of the Society.

5.3 The Society shall promote the interests of anaesthetists who care for children.

5.4 The Society shall maintain links with the Australian and New Zealand College of Anaesthetists, the Australian Society of Anaesthetists and the New Zealand Society of Anaesthetists.

5.5 The Society shall foster liaison with similar paediatric anaesthesia organisations in other parts of the world.

6. MEMBERSHIP

6.1 Membership shall be of four types:

Ordinary Members

Registered specialist anaesthetists in New Zealand and Australia who have an interest in anaesthesia for children and adolescents and are current in their subscription. Ordinary members are eligible to vote.

Associate Members

Medical practitioners who are not entitled to be ordinary members but have an interest in anaesthesia for children and adolescents and are current in their subscription. Associate members are not eligible to vote.

Honorary Members

Individuals who have been recognised by the society, to have made an extraordinary contribution to paediatric anaesthesia. Honorary members are eligible to vote.

Retired Members

Ordinary and Associate members who have fully retired from anaesthetic practice can continue as retired members by informing the Executive Committee in writing of their change in circumstance. They should be current in their subscription. Retired ordinary members are eligible to vote. Retired associate members are not eligible to vote.

6.2 Election to Membership:

Application for membership shall be by written proposal by two (2) Ordinary Members to the Executive Committee, which shall approve membership, subject to endorsement at an AGM. Individuals, who have made an extraordinary contribution to paediatric anaesthesia, may be proposed for Honorary Membership in writing by two Ordinary Members to the Executive Committee, who shall make a recommendation for such election at an AGM.

6.3 Cessation of Membership

A person ceases to be a member of the Society if the member:

  1. dies;
  2. resigns that membership;
  3. is expelled from the association; or
  4. the member's annual subscription or any other money owed by the member to the Society is more than three months overdue and a letter has been sent to the member stating:
    1. that the subscription or any other amount is overdue; and
    2. that the membership will be cancelled if the money due is not paid within one month of the date of the letter; and
    3. the amount stated in the letter has not been paid at the end of that time.

7. RESIGNATION

7.1 A member may resign from membership of the Society by giving written notice of the same to the Secretary or public officer of the Society.

7.2 Any member so resigning shall be liable for any outstanding subscriptions or other money owed to the Society, which if remains unpaid to the Society, shall be recovered as a debt.

8. DISCIPLINING OF A MEMBER

8.1 Where the Executive believes that a member of the Society:

  1. has failed to comply with a provision or provisions of these rules; or
  2. has acted in a manner contrary or prejudicial to the interests of the Society, including but not limited to any civil or criminal proceedings brought against the member.
  3. the Society may, by resolution of the Executive:
    1. expel the member; or
    2. suspend the member for a specified period.

8.2 Where the Society passes a resolution of the Executive under paragraphs 8.1 (c) i) or 8.1 (c) ii), the Secretary shall, as soon as practicable, cause a notice to be served on the relevant member:

  1. setting out the resolution of the Society and the grounds on which it is based; and
  2. stating that the member may address the Society at a meeting, of the executive, to be held not earlier than twenty-eight (28) days and not later than sixty (60) days after the service of notice; and
  3. stating the date, time and place of that meeting; and
  4. informing the member that he or she may submit written representations prior to the meeting, any such submissions are to be received by the Executive Committee no later than five (5) days prior to the date of the said meeting; and
  5. may make oral and written representations at the meeting relevant to the resolution.

8.3 At a meeting referred to in paragraph 8.2, the Society shall:

  1. give the member an opportunity to make oral representations; and
  2. give all due consideration to any written representations made to the Society either prior to or at the meeting; and
  3. the member may have a support person present, who is also a current member of the Society; and
  4. by resolution determine whether to confirm or revoke the resolution.

8.4 In the event of a resolution being passed under paragraphs 8.1 c) i) or 8.1 c) ii) against the member, the member shall, subject to paragraphs 8.5 and 8.7, cease to be a member fourteen (14) days after the Executive Committee has communicated its determination to him or her.

8.5 It shall be open to a member to appeal to the Society in a general meeting against the resolution (paragraphs 8.1 c) or 8.1 c) ii). The intention to appeal shall be communicated to the Secretary or Public Officer of the Society, by the member, within fourteen (14) days after the determination of the Executive Committee has been communicated to the member.

8.6 In the event of an appeal under sub-rule 8.5, the members membership of the Society, shall not be terminated unless the resolution of the Executive Committee, to expel or suspend, the member is upheld by the members of the Society in a general meeting, after the member has been given the opportunity to be heard, and in such event membership will be terminated at the date of the general meeting at which the resolution of the Executive Committee is upheld.

8.7 The rules of the natural justice shall apply.

9. EXECUTIVE COMMITTEE

9.1 The Executive Committee shall consist of six (6) members elected by ballot at the AGM. There shall be at least one Executive Committee member from New Zealand and one from Australia at all times.

9.2 Nominations for election to the Executive Committee shall be by written proposal and seconded by two (2) Ordinary Members and shall be received by the Honorary Secretary at least two (2) weeks before the date of the AGM.

9.3 Notice of all persons seeking election to the Executive Committee shall be given to all members of the Society with the notice calling the meeting at which the election is to take place.

9.4 The Executive Committee shall elect annually at its first meeting following the AGM from amongst its members a President, Vice President, Secretary and Treasurer. The term of office of the President shall not exceed two (2) years.

9.5 The term of office after election to the Executive Committee is three (3) years. Committee members may be eligible for re-election at the end of each three (3) year term, so as to serve a total period in office of not longer then twelve (12) years.

9.6 In the event that, an Executive Committee member's three (3) year term is due to conclude whilst that member is holding the office of President, then the Presidential two year term may prevail, provided that such action does not cause that Executive Committee member's time in office to exceed twelve (12) years, pursuant to clause 9.4.

9.7 The office of an Executive Committee member shall become vacant if an Executive Committee member is:

  1. Disqualified from being an Executive Committee member by the Act;
  2. Expelled as a member under these rules;
  3. Permanently incapacitated b ill health;
  4. Abesent without apology from more than two (2) meetings in a financial year.

9.8 The Executive Committee shall have the power to co-opt up to two others. Co-opted members of the Executive Committee shall be non-voting members of the Executive Committee and may not serve in this capacity for more than three (3) years.

9.9 Executive Committee meetings may be held in person or by electronic means, including but not limited to audio or videoconferencing.

9.10 The Executive Committee shall meet at least once a year. A quorum must include either the President or Vice President.

9.11 The President shall chair the meeting and have a second or casting vote.

9.12 The Vice President shall chair the meeting in absence of the President and have a second or casting vote.

9.13 A copy of the Constitution shall be available for perusal at every AGM of the Society and at all Executive Committee meetings.

9.14 The management of the affairs, funds and property of the Society shall, subject to any direction from the Society, be vested in the Executive Committee.

9.15 No business shall be transacted at any meeting of the Executive Committee unless, a quorum of its members are present personally or by proxy at the commencement of such meeting.

9.16 The Executive Committee may appoint a person to fill a casual vacancy, and such an Executive Committee member shall hold office until the next Annual General Meeting of the Society and shall be eligible for election to the Executive Committee without nomination.

10. ANNUAL GENERAL MEETING

10.1 The Executive Committee shall call an Annual General Meeting in accordance with the Act and these rules.

10.2 The Annual General Meeting (AGM) of the Society shall be held within five (5) months after the end of its financial year, at a time and place to be nominated by the Executive Committee to transact the following business:

  1. to receive and, if approved, to adopt the annual report and audited balance sheet and statement of accounts for the year ending on June 30 preceding;
  2. to ratify the Budget for the coming financial year;
  3. to consider and, if approved, make any alterations to this Constitution subject to thirty (30) days prior notice;
  4. to elect the Executive Committee representatives, the Auditor (if required) and such persons as it may be necessary to elect to any position;
  5. to deal with any matters which the Executive Committee considers appropriate to bring before the meeting;
  6. to deal with any other business which the meeting is competent to transact or which the meeting decides to transact.
  7. follwing the election of the Executive Committee representatives, these representatives are to meet immediately to elect the Office Bearers of the Society.

11. EXTRAORDINARY GENERAL MEETINGS

11.1 Extraordinary General Meetings (EGM) of the Society may be called:

  1. by and at the option of the Executive Committee; or
  2. by the President following a written request to him/her and signed by at least one quarter (25 percent) of the Society members stating in writing the nature of the business to be transacted; and
  3. these meetings are to be held at a time and place to be determined by the President.

12. NOTICES OF MEETINGS

12.1 At least forty two (42) days notice of the date, time and place of any Annual General Meeting (AGM) or Extraordinary General Meeting (EGM) of the Society shall be given to all members of the Society.

12.2 A notice or other document may be sent by ordinary prepaid post or electronic mail, if the person or organisation to whom it is addressed has notified an address applicable to the system used.

12.3 A document sent by any system of delivery is taken to have been received by the member:

  1. when the sender receives acknowledgement that the addressee has personally received it; or
  2. at the latest, on the tenth business day after the date of sending.

13. QUORUM

13.1 At any AGM or EGM of the Society, ten (10) percent of its members entitled to vote shall constitute a quorum.

13.2 At any meeting of the Executive Committee or any other Committee a minimum of half of the members of the respective committee shall constitute a quorum, subject to rule 9.7.

13.3 Should a quorum not be present thirty (30) minutes after the stated starting time for the AGM or EGM, such meeting shall be automatically adjourned to a date, time and place to be determined by the Executive Committee.

14. VOTING

14.1 An Ordinary Member, Honorary Member or Retired Ordinary Member of the Society shall be entitled to one vote at a meeting, which may be exercised personally or via email; postal votes are not acceptable.

14.2 Any member of the Society who is entitled to vote as defined in 14.1, shall be entitled to appoint a current voting member of the Society, to be his or her proxy, to attend and vote at a meeting of the Society, by contacting the Society, using the relevant proxy appointment form issued by the Society or available from the SOciety's website; no less than five (5) business days prior to the date of the meeting. 

14.3 The Chairperson at any meeting of the Society or of the Executive Committee shall have a deliberative and a second or casting vote.

14.4 Any vote to be cast under these rules may also be cast via email, provided that such email vote is received by the Society no less than three (3) business days prior to the appointed time of the particular meeting; this excludes proxy votes.

14.5 Any vote cast under rule 14.4 shall only be validly cast if it is cast on a ballot form for the meeting, supplied by the Society, for that purpose.

14.6 The maximum number of votes a proxy may cast is limited to five (5) votes.

15. PROCEEDINGS AT MEETINGS OF COMMITTEES

15.1 If within thirty (30) minutes after the time appointed for the meeting a quorum of committee members is not present a meeting convened upon the requisition of members shall lapse.

15.2 In any other case a majority of the committee members present may adjourn the meeting from time to time without further notice.

15.3 A meeting of the Executive Committee may be held as a telephone or videoconference or any other method deemed appropriate.

16. CONDUCT OF BUSINESS AT MEETINGS

16.1 The Chairperson at an AGM or EGM shall be the President, unless an alternate member from the Executive Committee is appointed to be the acting Chairperson, by the Executive Committee, in the absence of the President.

16.2 The Chairperson of any meeting of its members may, with the consent of the members, of any meeting at which the quorum is present, shall if so directed by the members, adjourn the meeting from time to time.

16.3 No business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place, unless all members have received not less than seven (7) days notice of the proposed new business.

16.4 The exception to 16.3 shall be business that involves a Special Resolution, where at least forty-two (42) days notice is required.

16.5 When a meeting is adjourned for thirty (30) days or more, notice of the adjourned meeting shall be given as if that meeting were an original meeting of members.

16.6 At any general meeting a resolution put to a vote shall be decided by a show of hand unless a written ballot is indicated.

16.7 A declaration by the Chairperson of the meeting that a resolution has been carried or lost shall, unless a poll is demanded, be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.

16.8 If a poll is called for by the Chairperson of the meeting or demanded by five (5) or more members present personally or by proxy it shall be taken in such manner as the Chairperson directs.

16.9 The result of such poll, in paragraph 16.7, shall be the resolution of the meeting except that in the case of a Special Resolution a majority of not less than three quarters (3/4) of the members, who vote personally, by proxy, email or at the meeting is required.

17. MINUTES

17.1 Proper minutes of all proceedings of meetings of the Society and of meetings of the Executive Committees shall be entered within one (1) month after the relevant meeting, in minute books kept for the purpose.

17.2 The minutes kept pursuant to this rule shall be signed by the Chairperson of the meeting at which the proceedings took place or by the Chairperson of the next subsequent meeting.

17.3 The minutes kept pursuant to rule 17.1, are to be confirmed as correct by the Executive Committee at commencement of each subsequent meeting.

17.4 The minutes kept pursuant to rule 17.1, are to be made available for inspection and sent (electronically) to all members of the Executive Committee.

17.5 Where minutes are entered and signed they shall until the contrary is proved be evidence that:

  1. the meeting was convened and duly held;
  2. all proceedings held at the meetings shall be deemed to have been duly held; and
  3. all appointments made at a meeting shall be deemed to be valid.

18. ADMINISTRATION AND FINANCES

18.1 Society Bank Account
An account shall be established in the name of "Society for Paediatric Anaesthesia in New Zealand and Australia Incorporated".

18.2 Cheque Signatories
There shall be at least two (2) signatories to each account, including electronic access; among the President, Treasurer, or one other signatory nominated by the Executive Committee.

18.3 Expenditure

  1. All expenditure shall only be for activities approved by the Executive Committee; and
  2. No funds shall be used for payment of travel or daily living allowances to members of the Society in undertaking duties of the Society except in extraordinary circumstances approved by the Executive Committee.

18.4 Deposit
All funds of the Society shall be deposited from time to time to the credit of the Society in such banks trust companies or other depositories as the Executive Committee may select:

  1. within twenty-four (24) hours of receipt; or
  2. as reasonably practical thereafter.

18.5 Annual Membership Fees
Annual membership fees shall be determined at each AGM and shall be payable by all except Honorary Members. Such fees shall be made payable to "SPANZA" in Australian currency and become payable, in advance, by June 30 of each year.

19. FINANCIAL YEAR

The Society's financial year shall be from July 1 to June 30.

20. AUDITOR

20.1 At each AGM of the Society, the members present shall, if required to under the Act, elect an Auditor who shall be a member of the Institute of Chartered Accountants.

20.2 If an appointment is not made at an Annual General Meeting, the Executive Committe shall appoint an Auditor for the current financial year.

20.3 The Auditor shall as soon as practicable, after the end of each financial year of the Society, and also whenever requested by the Chairperson, audit the accounts of the Society and shall report thereon to the Society.

21. PUBLIC OFFICER

21.1 The Executive Committee shall from time to time appoint one of its members to be the Public Officer of the Society and may revoke any such appointment.

21.2 The public officer must reside in the State of Australia in which SPANZA is incorporated.

22. BOOKS AND ACCOUNTS

22.1 The Society shall keep correct and complete books and records and shall keep at the office of the Society a record giving the names, contact details (including postal and email addresses), of the members entitled to vote.

22.2 All books and records of the Society may be inspected by any member for any proper purpose at any reasonable time.

22.3 The Society shall keep such accounting records as are necessary to correctly record and explain the financial transactions and financial position of the Society.

23. CONTRACTS

23.1 The Executive Committee may authorise any officer or officer's agent or agents of the Society in addition to the officers so authorised by these rules to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Society; and

23.2 Such authority may be general or confined to specific instances.

24. FUNDS

24.1 The income and property of the Society however derived shall be applied solely towards the promotion of the Mission, goals and objects of the Society as set forth in these rules; and

24.2 No portion of the same shall be paid or transferred directly or indirectly by way of dividend bonus or by any other way of profit or pecuniary gain to members of the Society.

25. LIABILITIES

The liability of a member of the Society to contribute towards the payment of the debts and liabilities of the Society or costs charges and expenses of the winding up of the Society is limited to the amount, if any, unpaid by the member in respect of membership of the Society as required by rule 6.

26. SEAL

26.1 The Society shall have a common seal upon which its corporate name shall appear in legible characters.

26.2 The Common Seal of the Society shall not be used without the express authorisation of the Executive Committee and every use of the seal shall be witnessed by two (2) members of the Executive Committee one of whom shall be the President or the Vice-President; and

26.3 The seal shall be kept in the custody of the Secretary.

27. RULES

The registered rules shall bind the Society and every member to the same extent as if they had respectively signed and sealed them and agreed to be bound by all the provisions of these rules.

28. BY-LAWS

28.1 The Executive Committee shall have the power to make such by-laws as may from time to time be found necessary provided, that they shall not be inconsistent with this Constitution and shall have power to amend the by-laws from time to time; and

28.2 By-laws promulgated by the Executive Committee shall bind the Society and every member to the same extent as if they had respectively signed and sealed them and agreed to be bound by all the provisions thereof; and

28.3 The Secretary shall send a copy of the By-laws and any amendments of the same to each member of the Society to his or her last known postal or electronic mail address, as provided by the member within twenty one (21) days after the By-laws and any amendments of the same are promulgated by the Executive Committee.

29. ALTERATION OF CONSTITUTION

29.1 No alterations, additions to or deletions from this Constitution shall be made except by a special resolution passed at an Annual General Meeting (AGM) or Extraordinary General Meeting (EGM) of the Society by three quarters (3/4) majority of those members voting either personally or by proxy, or email.

29.2 Notice in writing of such proposed alterations, addition or deletion must be received by the Secretary at least sixty (60) days before the date of the AGM or Extraordinary General Meeting.

29.3 The Constitution with the alterations, additions or deletions shall be registered with the Consumer and Business Services, Corporate Affairs Commission, as required by the Act.

30. SPECIAL AND ORDINARY RESOLUTIONS

30.1 A special resolution is a resolution passes at a duly convened meeting of the members of the association if:

  1. Written notice is provided specifying the intention to propose the resolution as a special resolution has been given to all members of the association while complying with 12.1.
  2. A special resolution is a resolution passed by three quarters (3/4) majority of those members voting either personally, by proxy, or email.

30.2 An ordinary resolution passed by a simple majority of members at a general meeting.

31. WINDING UP

The Society may be wound up in the manner provided for in the Act.

32. APPLICATION OF SURPLUS ASSETS

32.1 If after the winding up or dissolution of the Society there remains surplus assets as defined by the Act such surplus assets shall be appropriated in accordance with this rule.

32.2 Any surplus assets shall not be paid to or distributed amongst members of the Society.

32.3 The same shall be given or transferred to some institution or institutions having objects similar or in part similar to the objects of the Society.

32.4 The rules of such institution(s) must prohibit the distribution of its or their income and property amongst its or their members to the extent at least as great as is imposed on the Society under or by virtue of these rules.

32.5 The Executive Committee (if any) or if there is then no Executive Committee the liquidator of the Society at or before the time of dissolution and in default of the same by such Judge of the Supreme Court as may have or acquire jurisdiction in the matter shall determine the appropriate institution to so receive.

33. LAWS OF OTHER JURISDICTIONS

If the Society becomes registered in other States or Territories of Australia or in New Zealand, then to the extent of any inconsistency between these rules and the laws in those jurisdictions the latter shall prevail and these rules shall be construed accordingly.