ACLAPA Constitution

ARTICLE 1:​THE NAME

The organisation shall be known as “The Australasian Cleft Lip and Palate Association Incorporated”.

ARTICLE 2:​OBJECTIVES OF THE ASSOCIATION

The objectives of the association shall be:

  • To provide a venue for the discussion of current topics of interest concerning all aspects of the management of persons with cleft lip and palate and associated conditions.
  • To provide a multi-disciplinary forum for presenting new work and research concerning cleft lip and palate and associated conditions.
  • To stimulate and enhance study and clinical practice of all disciplines involved in the management of persons with cleft lip, cleft palate, or associated conditions.
  • To encourage cooperation amongst those specialists interested in the management of persons with cleft lip, cleft palate, or associated conditions.
  • To stimulate public awareness and support of the habilitation of persons with cleft lip, cleft palate or associated conditions.
  • The Association shall be a “non-profit” association.

ARTICLE 3:​MEMBERSHIP

MEMBER

To be considered for membership an applicant should be actively involved in the management of patients with cleft lip, cleft palate and associated conditions, and be a qualified member of his/her respective or appropriate professional group.

Written applications for admission to membership shall be made to the Council of the Association who may then confer provisional membership until such date as admission to full membership can be ratified by a vote of members present at a general meeting of the association.

HONORARY MEMBERSHIP

Honorary membership may be conferred upon individuals whom the Association deems worthy of special honour because of notable contributions in the field of cleft lip and palate management or because of long activity in the interests of the Association.

Honorary members shall be proposed for election by the Council to the membership present at a General Meeting. With the exception of provisional membership all classes of membership must be ratified by a majority of members present at a General Meting of the Association. Notification of proposal for election to membership shall be given to the full membership by mail at least one month prior to that General Meeting, and preferably with the notice of the meeting.

RIGHTS AND PRIVILEGES OF MEMBERSHIP

All members, and honorary members shall be entitled to attend all scientific meetings of the Association and receive newsletters and notices of those meetings and other membership mailings. Only members may vote at any meeting of the Association or participate in any postal vote. Only members may serve on any committee of the Association, hold office on the Council of the Association or serve on the Council of the Association.

ARTICLE 4:​OFFICE BEARERS OF THE ASSOCIATION

The officers of the association shall consist of:
a) President
b) Vice President
a) Secretary
c) Treasurer

The Council of the Association shall consist of six (6) members including the office bearers. The Council should have at least one (1) representative from each of the specialty of:
i) Orthodontics
ii) Otorhinolaryngology
iii) Speech Pathology
iv) Surgery or Plastic Surgery

The office bearers and the non-executive members of the Council shall be elected by the membership.

Nominations for election to the executive positions of the Council shall be called for by the Secretary with the notice of the General Meeting and may be received in writing with the written approval of the nominee and/or may be received from the body of the members at this general meeting if the nominee is present at that meeting.

If nominations received exceed six (6), a vote shall be taken of those members present at that general meeting by a show of hands, each office to be elected separately, and the other two (2) councillors by “first and second past the post”.

If nominations do not result in a Council with specialty representations according to paragraph (2) of this article of association, the Chairman of the General Meeting shall advise the meeting and requests further nominations from the floor of the meeting.

The appointed officers begin their tenure immediately after the General Meeting at which they were elected and will remain in office until the next election. Committee Members would be eligible for re-election for a maximum of six (6) years.

ARTICLE 5:​DUTIES OF THE PRESIDENT

  1. The President shall call meetings of the Association upon direction of the Council or when requested in writing by ten (10) members in good standing.
  2. The President shall not vote except when necessary to resolve a tie. The President shall appoint such committees as may be determined by the Constitution, or as requested by a majority of Councilors present at a meeting of the Council, or by a majority of members present at a General Meeting.
  3. The President, with authority of the Council, shall formally represent the Association in all official relationships with other professional or scientific agencies and bodies or appoint a member of council to do so.
  4. In the case of incapacity of elected officers of the Association, and especially the Secretary or the Treasurer, the President shall make appointments, with the concurrence of the Council, to fill the offices until the next General Meeting of the Association.

ARTICLE 6:​DUTIES OF THE VICE-PRESIDENT

The Vice-President shall serve as President in the event of incapacity of the President, or absence of the President from any meeting requiring attendance of the President.

ARTICLE 7:​DUTIES OF THE SECRETARY

  1. The Secretary shall perform such duties as are generally assumed to be the characteristic of that office.
  2. The Secretary shall notify the membership of the Association of the date, the time, and the place of biennial or special meetings of the Association.
  3. The Secretary shall carry out all official correspondence of the Association
  4. The Secretary shall keep records of the proceedings of all society meetings.
  5. The Secretary shall notify all committee members of their appointments, and shall notify applicants of their election to membership.

ARTICLE 8:​DUTIES OF THE TREASURER

  1. The Treasurer shall perform such duties as are generally assumed to be the characteristic of that office.
  2. The Treasurer shall be responsible for maintaining accurate and current lists of names and addresses of all members of the Association, and all Associate Members and all Honorary Members.
  3. The Treasurer shall ensure that the notices of annual fees are distributed to the membership at the appropriate time.
  4. The Treasurer shall receive all funds and deposit them in such bank or banks as may be designated by the Council of the Association.
  5. The Treasurer shall pay all bills of the society and keep an itemised account of receipts and expenditures.
  6. The Treasurer shall keep a record of all fees paid by members and notify the Council of those members delinquent in payment of fees.
  7. The Treasurer shall be custodian of all saleable properties of the Association and shall submit any inventory of these properties to the Council annually.
  8. The Treasurer shall have the accounts of the society audited by an appropriately qualified accountant and report that audit to the Council and to the membership at each meeting.

ARTICLE 9:​DUTIES OF THE COUNCIL

The Council shall serve as the administrative authority of the Association and shall consider all the Association’s activities, and make recommendations concerning the Association’s policies to general meetings of the membership.

The Council shall consider the reports of all committees of the Association and review their activities.

ARTICLE 10:​MEETINGS

  1. The Association may hold as many scientific and business meetings as may be determined by the Executive Council to be in the best interests of the Association.
  2. A general business meeting will most usually be held in association with a scientific meeting. This meeting shall be at least every two years. General meetings shall be held at a time and a place determined by the Executive Council, notice of the general meeting shall be sent by post with an Agenda for the meeting to all members at their current mailing address not less than four weeks before the meeting.
  3. In the event of special contingencies or emergencies, the Executive Council may, by a majority vote, cancel the General Meeting. In this case, the Executive Council shall be empowered to transact all business that would ordinarily be brought before that meeting.
  4. The Executive Council shall convene an extraordinary general meeting within six weeks of a request to do so by any ten (10) members in good standing, and notice of the meeting with Agenda will be as in Paragraph b.
  5. Ten (10 members in good standing will constitute a quorum for the transaction of Association business at a duly constituted business meeting.
  6. The quorum for a council meeting will be four (4) persons.

ARTICLE 11:​FEES

  1. There shall be annual fees. The level of the annual fees shall be recommended by the Council to the General Meeting and established upon a majority vote by the members at that meeting.
  2. The Association year shall be from 1st July, to 30th June and membership fees for the year will become due and payable on the first day of the July of that year.

ARTICLE 12:​AMENDMENTS TO THIS CONSTITUTION

Any proposed amendments to this Constitution must be submitted in writing and signed by (6) members in good standing. It must be submitted to the Executive Council for review at any duly convened meeting of the Council. Within thirty (30) days, the Secretary will mail a ballot and a copy of the proposed amendment, with the comments and recommendations of the Executive Council, to the voting members. An amendment shall be ratified by an affirmative vote of two-thirds of ballots returned within (5) weeks from the date of the original mailing.

A special resolution is passed by a majority of not less that three-fourths of the members who are entitled to vote at a general meeting. By consent of 75% of the members voting at a general meeting alterations, additions or amendments may be made to the Association’s rules.

ARTICLE 13:​DISSOLUTION OF THE ASSOCIATION

The Association may be dissolved by the consent of three-fourths of the members in good standing present at an annual meeting, or one held for that purpose. Due notice, by mail, of the intent of such a meeting must have been given by the President, with the approval of the Executive Council, at least thirty (30) days before such action can be taken.

If upon the winding up or dissolution of the Association there remains after satisfaction of all its debts and liabilities any property whatsoever, the same must not be paid to or distributed among the members, or former members. The surplus property must be given or transferred to another association incorporated under the Act which has similar objects and which is not carried out for the purposes of profit or gain to its individual members, and which association shall be determined by resolution of the members.

ARTICLE 14:​TERMINATION OF MEMBERSHIP

Membership shall be terminated by a member’s request or by delinquency in payment of fees i.e. when members have not forwarded their fees to the Treasurer within ninety (90) days of their billing. Notification of impending termination of membership will be in writing stating that membership will be terminated if fees are forwarded within one month of the same letter.

The Executive Council, by two-thirds vote, may extend time for payment of dues or exempt from dues for extenuating circumstances.

A casual vacancy occurs in the office of a Committee member and that office becomes vacant if the Committee member-
(a) dies;
(b) resigns by notice in writing delivered to the Chairperson or, if the
Committee member is the Chairperson, to the Vice-Chairperson and that resignation is accepted by resolution of the Committee; (c) is convicted of an offence under the Act;
(d) is permanently incapacitated by mental or physical ill-health;
(e) is absent from more than-
(i) 3 consecutive Committee meetings; or
(ii) 3 Committee meetings in the same financial year without tendering an apology to the person presiding at each of those Committee meetings; of which meetings the member received notice, and the Committee has resolved to declare the office vacant;
(f) ceases to be a member of the Association; or
(g) is the subject of a resolution passed by a general meeting of members terminating his or her appointment as a Committee member.

ARTICLE 15:​ETHICS

Every member of the Association is expected to behave ethically. Membership of the Association does not imply, directly or indirectly, certification in the treatment of cleft lip, cleft palate or associated problems.

ARTICLE 16:​POWERS OF THE ASSOCIATION

The Association will have the power and authority to pass rules, by-laws and ordinances for its regulation and the conduct of its affairs, provided that these rules, by-laws and ordinances are not contrary to the Constitution of the Association, and not contrary to any laws of the States or Commonwealth of Australia.

No misnomer of the name of the Association shall nullify any bequest to or from the Association, provided the intent of such transmission shall be sufficiently clear on the face of the gift, grant, or other writing whereby an estate or other interest is intended to pass to or from the Association.

ARTICLE 18:​OBJECTS OF ASSOCIATION

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

ARTICLE 19:​COMMITTEES

Committees apart from the Council shall be established from time to time as deemed necessary by the Council for special purposes such as organising scientific meetings.

ARTICLE 20:​PUBLICATIONS

Publications of the Association shall be in the form of a newsletter or journal as and when determined by the Council.

ARTICLE 21:​FORMATION OF THE ASSOCIATION

The Association shall be formed by persons expressing an interest and desire to establish an Association with the aims and objectives written in this constitution. At the meeting, this constitution shall be discussed and changes may be suggested for ratification at the subsequent first general meeting of the Association.

A council should be elected at the Inaugural Meeting and the first duties shall be:
a) To establish a fund by collecting fees.
b) To publicise the Association to all persons known to be interested.
c) To establish a membership role.

ARTICLE 22:​COMMON SEAL OF ASSOCIATION

The Association must have a common seal on which it’s corporate name appears in legible characters.
a) The common seal of the Association must not be used without the express authority of the Committee and every use of that common seal must be recorded in the minute book.
b) The affixing of the common seal of the Association must be witnessed by any two of the Chairperson, the Secretary and the Treasurer.
c) The common seal of the Association must be kept in the custody of the Secretary or of such other person as the Committee from time to time decides.

ARTICLE 23:​INSPECTION OF BOOKS

A member may at any reasonable time inspect without charge the books, documents, records and securities of the Association.