DEAN - Disability Education Association NSW/ACT Inc.

Home arrow About DEAN arrow DEAN Constitution - Part 3 Governance

DEAN Constitution - Part 3 Governance

13 General Governance

The Association shall be governed by General Meetings, a Council and an Executive as provided in these Rules.

14. General Meetings of the Association

14.1 General Meetings - General

  1. The supreme governing body of the Association shall be the General Meeting of the Association.
  2. All members of the Association shall be advised of, may attend and may vote at the Association General meeting.

14.2 Annual General Meetings - holding of

  1. With the exception of the first annual general meeting of the association, the association must, at least once in each calendar year and within the period of 6 months after the expiration of each financial year of the association, convene an annual general meeting of its members.
  2. The association must hold its first annual general meeting:
    1. within the period of 12 months after its incorporation under the Act, and
    2. within the period of 6 months after the expiration of the first financial year of the association.
  3. Clauses (1) and (2) have effect subject to any extension or permission granted by the Director-General under section 26(3) of the Act.

14.3 Annual general meetings - calling of and business at

  1. The annual general meeting of the association is, subject to the Act and to Rule 14.4 (special general meetings), to be convened on such date and at such place and time as the Executive thinks fit. In addition to any other business which may be transacted at an annual general meeting, the business of an annual general meeting is to include the following:
    1. to confirm the minutes of the last preceding annual general meeting and of any special general meeting held since that meeting,
    2. to receive from the Executive reports on the activities of the association during the last preceding financial year,
    3. to elect members of the Council,
    4. to receive and consider the statement that is required to be submitted to members under section 26(6) of the Act.
    5. subject to Rule 18, suspend or remove from office any Officer, Executive or Council member.
    6. authorise the payment of any debts incurred by the Association.
    7. appoint auditors.
    8. fix the membership fee.
    9. delegate any of its powers to the Council or Executive
    10. establish funds for the purpose of carrying out any of the objects of the Association.
    11. establish such Councils, working parties or other groups as may be necessary for the purpose of dealing with any matter or matters and invest such Councils, working parties or groups with all such powers and authorities as it may consider necessary or desirable.
    12. interpret any Rule or Rules of the Association the meaning of which is in doubt.
    13. establish, amend, add to, delete from or abolish Standing Orders for the conduct of meetings.
    14. subject to Rule 22, amend these Rules.
    15. do all such acts, matters and things as may be necessary for more effectively carrying out the objects of the Association.
  2. An annual general meeting must be specified as such in the notice convening it.

14.4 Special General Meetings - calling of

  1. The Executive may, whenever it thinks fit, convene a special general meeting of the association.
  2. The Executive must, on the requisition in writing of at least 10 per cent of the total number of members, convene a special general meeting of the association within one month of this request.
  3. A requisition of members for a special general meeting:
    1. must state the purpose or purposes of the meeting, and
    2. must be signed by the members making the requisition, and
    3. must be lodged with the secretary, and
    4. may consist of several documents in a similar form, each signed by one or more of the members making the requisition.
  4. If the Executive fails to convene a special general meeting to be held within 1 month after that date on which a requisition of members for the meeting is lodged with the secretary, any one or more of the members who made the requisition may convene a special general meeting to be held not later than 3 months after that date.
  5. A special general meeting convened by a member or members as referred to in clause (4) must be convened as nearly as is practicable in the same manner as general meetings are convened by the Executive and any member who consequently incurs expenses is entitled to be reimbursed by the association for any expense so incurred.

14.5 General Meetings - Notice

  1. Except if the nature of the business proposed to be dealt with at a general meeting requires a special resolution of the association, the secretary must, at least 7 days before the date fixed for the holding of the general meeting, give a notice to each member specifying the place, date and time of the meeting and the nature of the business proposed to be transacted at the meeting.
  2. If the nature of the business proposed to be dealt with at a general meeting requires a special resolution of the association, the secretary must, at least 21 days before the date fixed for the holding of the general meeting, cause notice to be given to each member specifying, in addition to the matter required under clause (1), the intention to propose the resolution as a special resolution.
  3. No business other than that specified in the notice convening a general meeting is to be transacted at the meeting except, in the case of an annual general meeting, business that may be transacted under Rule 14.3.
  4. A member desiring to bring any business before a general meeting may give notice in writing of that business to the secretary who must include that business in the next notice calling a general meeting given after receipt of the notice from the member.

14.6 General Meetings - Procedure

  1. No item of business is to be transacted at a general meeting unless a quorum of members entitled under these rules to vote is present during the time the meeting is considering that item.
  2. Five members present in person (being members entitled under these rules to vote at a general meeting) constitute a quorum for the transaction of the business of a general meeting.
  3. If within half an hour after the appointed time for the commencement of a general meeting a quorum is not present, the meeting:
    1. if convened on the requisition of members, is to be dissolved, and
    2. in any other case, is to stand adjourned to the same day in the following week at the same time and (unless another place is specified at the time of the adjournment by the person presiding at the meeting or communicated by written notice to members given before the day to which the meeting is adjourned) at the same place.
  4. If at the adjourned meeting a quorum is not present within half an hour after the time appointed for the commencement of the meeting, the members present (being at least 3) is to constitute a quorum.

14.7 General Meetings - Presiding member

  1. The Chairperson or, in the Chairperson's absence, the Deputy Chairperson, is to preside as Chairperson at each general meeting of the association.
  2. If the Chairperson and the Deputy Chairperson are absent or unwilling to act, the members present must elect one of their number to preside as Chairperson at the meeting.

14.8 General Meetings - Adjournment

  1. The Chairperson of a general meeting at which a quorum is present may, with the consent of the majority of members present at the meeting, adjourn the meeting from time to time and place to place, but no business is to be transacted at an adjourned meeting other than the business left unfinished at the meeting at which the adjournment took place.
  2. If a general meeting is adjourned for 14 days or more, the secretary must give written or oral notice of the adjourned meeting to each member of the association stating the place, date and time of the meeting and the nature of the business to be transacted at the meeting.
  3. Except as provided in clauses (1) and (2), notice of an adjournment of a general meeting or of the business to be transacted at an adjourned meeting is not required to be given.
  4. The Chair will determine the voting method to be used to allow for accommodation of voters with disabilities.

14.9 General Meetings - Making of decisions

  1. A question arising at a general meeting of the association is to be determined by a majority vote. The Chairperson shall determine the method of voting to allow for accommodation of members with a disability. A declaration by the Chairperson that a resolution has been carried or carried unanimously or carried by a particular majority or lost, or 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.
  2. At a general meeting of the association, a poll may be demanded by the Chairperson or by at least 3 members present in person or by proxy at the meeting.
  3. If a poll is demanded at a general meeting, the poll must be taken;
    • immediately in the case of a poll which relates to the election of the Chairperson of the meeting or to the question of an adjournment, or
    • in any other case, in such manner and at such time before the close of the meeting as the Chairperson directs, and the resolution of the poll on the matter is taken to be the resolution of the meeting on that matter.

14.10 General Meetings - Special resolution

A resolution of the association is a special resolution:

  1. if it is passed by a majority which comprises at least three-quarters of such members of the association as, being entitled under these rules so to do, vote in person or by proxy at a general meeting of which at least 21 days' written notice specifying the intention to propose the resolution as a special resolution was given in accordance with these rules, or
  2. where it is made to appear to the Director-General that it is not practicable for the resolution to be passed in the manner specified in paragraph (a) if the resolution is passed in a manner specified by the Director-General.

14.11 General Meetings - Voting

  1. On any question arising at a general meeting of the association a member has one vote only.
  2. All votes must be given personally or by proxy but no member may hold more than 5 proxies.
  3. In the case of an equality of votes on a question at a general meeting, the Chairperson of the meeting is entitled to exercise a second or casting vote.
  4. A member or proxy is not entitled to vote at any general meeting of the association unless all money due and payable by the member or proxy to the association has been paid, including current annual membership.

14.12 General Meetings - Appointment of proxies

  1. Each member is to be entitled to appoint another member as proxy by notice given to the secretary no later than 24 hours before the time of the meeting in respect of which the proxy is appointed.
  2. The notice appointing the proxy is to be in the form set out in Appendix 2 to these Rules.

15. The Council

15.1 General

The business of the Association shall be managed by a Council that, subject to any decisions or resolutions made or passed by the General Meeting, shall have the power to transact any business of the Association.

15.2 Holding of Council Meetings

The Council shall meet as often as it considers necessary and in any event on not less than four (4) occasions between any two consecutive Annual General Meetings of the Council. In circumstances where the Chairperson or the Secretary forms the view that a matter is urgent, the Council may hold a meeting by telephone conference.

15.3 Business At

The Council shall elect the office bearers for the Association who shall constitute the Executive of the Association as provided in Rule 16 and shall deal with such other business of the Association as it deems necessary.

15.4 Membership

  1. There shall be a maximum of 9 positions on the Association's Council that shall be elected at the Annual General Meeting:
    1. there shall be 3 positions designated for members from the NSW or ACT university education sector whose position focuses in part or in full on disability services
    2. there shall be 3 positions designated for members from the NSW or ACT TAFE education sector whose position focuses in part or in full on disability services ; and
    3. there shall be 3 positions designated for members from NSW or ACT who are National Disability Coordination Officers (NDCO's).
  2. The term for election to a position on Council shall be for a two-year period, 
  3. A member of Council may serve a maximum of 2 consecutive terms, provided that:
    (a) This rule shall apply only to any term commencing at or after the 2009 Annual General Meeting; and
    (b) An Annual General Meeting of the Association may resolve to allow a Council member to serve a third consecutive term.
  4. In the event of a casual vacancy occurring in the Council, the Council may appoint a member to fill the position. The position must be filled with a member from the same sector as the vacant position. The member shall be appointed to fill the casual vacancy until the next Annual General Meeting.  

15.5 Election of Council members

  1. Nominations of candidates for election as Council members
    1. must be made in writing, by the candidate or by a member nominating another member as candidate in which case it must be accompanied by the written consent of the candidate, and
    2. must be delivered to the secretary of the association at least 7 working days before the date fixed for the holding of the annual general meeting at which the election is to take place.
  2. If insufficient nominations are received to fill all vacancies on the Council, the candidates nominated are taken to be elected and further nominations are to be received at the annual general meeting.
  3. If insufficient further nominations are received, any vacant positions remaining on the Council are taken to be casual vacancies.
  4. If the number of nominations received is equal to the number of vacancies to be filled, the persons nominated are taken to be elected.
  5. If the number of nominations received exceeds the number of vacancies to be filled, a ballot is to be held.
  6. The ballot shall be conducted at the annual general meeting by way of secret ballot using a method determined by the Chairperson which accommodates the needs of members with a disability.

15.6 Notice

  1. The Secretary shall cause a notice convening each meeting of the Council and the agenda for such meeting to be sent to each member of the Council. Such notice and agenda shall be dispatched no less than seven (7) days before the day on which the meeting commences.
  2. Notice of a meeting given under clause 15.6(1) must specify the general nature of the business to be transacted at the meeting and no business other than that business is to be transacted at the meeting, except business that the Council members present at the meeting unanimously agree to treat as urgent business.
  3. No business is to be transacted by the Council unless a quorum is present and if, within half an hour of the time appointed for the meeting, a quorum is not present, the meeting is to stand adjourned to the same place and at the same hour of the same day in the following week.
  4. If at the adjourned meeting a quorum is not present within half an hour of the time appointed for the meeting, the meeting is to be dissolved.
  5. At a meeting of the Council:
    1. the chairperson or, in the chairperson's absence, the Deputy Chairperson is to preside, or
    2. if the chairperson and the Deputy Chairperson are absent or unwilling to act, such one of the remaining members of the Council as may be chosen by the members present at the meeting is to preside.

15.7 Procedure

The quorum for a meeting of the Council, including a meeting by telephone conference, shall be a majority of its members.

15.8 Council - Voting

  1. On any question arising at a Council meeting a member of Council has one vote only.
  2. All votes must be given personally
  3. In the case of an equality of votes on a question at a Council meeting, the Chairperson of the meeting is entitled to exercise a second or casting vote.

15.9 Public Officer

The Council shall elect a Council member to be the Public Officer, with responsibilities as set out in the Associations Incorporation Act (1984). This position must be filled within 14 days of its becoming vacant.

16. The Executive

16.1 Powers of the Executive

  1. The Executive shall meet between Council meetings if it considers necessary and as often as it considers necessary . In circumstances where the Chairperson or the Secretary forms the view that a matter is urgent, the Executive may hold a meeting by telephone conference.
  2. The business of the Association shall be managed by the Executive between Council meetings. The Executive shall have the power to transact any business of the Association, subject to any decisions or resolutions made or passed by the General Meeting or Council.

16.2 Membership

  1. The executive shall consist of the office bearers of the Association who shall be members of the Council who are elected by the Council to be office bearers at the first meeting of the Council following the Annual General Meeting.
  2. The office-bearers of the association are:
    1. The Chairperson
    2. The Deputy Chairperson
    3. the treasurer, and
    4. the secretary
    each of who is to be elected for a 2-year term by the Council at the first Council meeting after the Annual General Meeting.
  3. The positions can be held for a maximum of 4 years provided that:
    1. where a person has held a position for four years, that person may have a further term of two years on the Executive if elected to a different position on the Executive and
    2. the Council may waive the requirements of this Rule where it deems it necessary.
  4. In the event of a casual vacancy occurring in the membership of the executive, the Council may appoint a member of the Council to fill the vacancy and the member so appointed is to hold office, subject to these rules, until the conclusion of the original 2 year term.

16.3 Election of Office bearers

  1. Expressions of interest in becoming an office bearer shall be called from members of Council at the Annual General Meeting where such Council members were elected.
  2. The election of the office bearers shall occur at the next Council meeting that shall be held within two months of the Annual General Meeting.
  3. While written expressions of interest sent to all Council members prior to the election meeting of Council are encouraged, the election shall be open to any candidate from the Council who nominates for an office bearer position at the Council meeting when the election is to occur.
  4. If there is only one nomination for an office bearer position, the candidate nominated is taken to be elected.
  5. If no one nominates for the position it shall remain vacant and a further election shall occur at the next Council meeting.
  6. If the number of nominations received exceeds the number of vacancies to be filled, a ballot is to be held.
  7. The ballot shall be conducted at the Council meeting by way of secret ballot using a method determined by the Chairperson which accommodates the needs of members with a disability.

16.4 Notice

  1. The Secretary shall cause a notice convening each meeting of the Executive and the agenda for such meeting to be sent to each member of the Executive. Such notice and agenda shall be dispatched no less than seven (7) days before the day on which the meeting commences, except that an Executive that is convened under urgency shall be given such notice as the Secretary or Chairperson deems appropriate.
  2. Notice of a meeting given under clause 16.4(1) must specify the general nature of the business to be transacted at the meeting and no business other than that business is to be transacted at the meeting, except business that the Council members present at the meeting unanimously agree to treat as urgent business.
  3. No business is to be transacted by the Council unless a quorum is present and if, within half an hour of the time appointed for the meeting, a quorum is not present, the meeting is to stand adjourned to the same place and at the same hour of the same day in the following week.
  4. If at the adjourned meeting a quorum is not present within half an hour of the time appointed for the meeting, the meeting is to be dissolved.
  5. At a meeting of the Executive:
    1. the chairperson or, in the chairperson's absence, the Deputy Chairperson is to preside, or
    2. if the chairperson and the Deputy Chairperson are absent or unwilling to act, such one of the remaining members of the Executive as may be chosen by the members present at the meeting is to preside.

16.5 Procedure

The quorum for a meeting of the Executive, including a meeting by telephone conference, shall be three members.

16.6 Voting

  1. On any question arising at an Executive meeting a member of Executive has one vote only.
  2. All votes must be given personally
  3. In the case of an equality of votes on a question at an Executive meeting, the Chairperson of the meeting is entitled to exercise a second or casting vote.

16.7 Chairperson

  1. The Chairperson shall:

A. Be the spokesperson for the Association.

B. Preside at all meetings of the General Meetings, Council and Executive at which she or he is present provided that she or he may vacate the chair or decline to preside if she or he considers such action to be appropriate in view of the nature of the business before the meeting.

C. Manage the policy development and implementation process of the Association.
General Meetings, Council and Executive Council and National Executive meetings, which require her or his signature as the official head of the Association.

D. Ensure that the Secretary properly calls meetings of the General Meetings, Council and Executive.

E. Ensure as far as possible that the Rules of the Association are performed and observed by Officers and members of the Association.

16.8 Deputy Chairperson

  1. The Deputy Chairperson shall assist the Chairperson as required and shall perform such duties as the Chairperson may direct from time to time.
  2. The Deputy Chairperson shall act on behalf of the Chairperson when the Chairperson is temporarily unavailable for a period of one week or more:

16.9 Secretary

  1. The Secretary of the association must, as soon as practicable after being appointed as secretary, lodge notice with the association of his or her address.
  2. It is the duty of the secretary:
    1. to keep minutes of:

      1. all appointments of office-bearers and members of the Council and Executive,

    2. the names of members of the Council or Executive present at a Council or Executive meeting or a general meeting, and

    3. all proceedings at Council and Executive meetings and general meetings

b. to arrange and organise the correspondence of the Association

3. Minutes of proceedings at a meeting must be signed by the Chairperson of the meeting or by the Chairperson of the next succeeding meeting.

16.10 Treasurer

It is the duty of the treasurer of the association to ensure:
  1. that all money due to the association is collected and received and that all payments authorised by the association are made,
  2. the financial affairs of the Association are in order;
  3. a financial report is prepared for the General Meeting and
  4. that correct books and accounts are kept showing the financial affairs of the association, including full details of all receipts and expenditure connected with the activities of the association.

17 Casual Vacancies

For the purposes of these rules, a casual vacancy in the office of a member of the Council or Executive occurs if the member:

  1. dies, or
  2. ceases to be a member of the association, or
  3. becomes an insolvent under administration within the meaning of the Corporations Act 2001 of the Commonwealth, or
  4. resigns office by notice in writing given to the secretary, or
  5. is removed from office under rule 19, or
  6. becomes a mentally incapacitated person, or
  7. is absent without the consent of the Council from all meetings of the Council held during a period of 6 months.

18 Removal of member of Council or Executive

  1. The association in general meeting may by resolution remove any member of the Council or Executive before the expiration of the member's term of office and may by resolution appoint another person to hold office until the expiration of the term of office of the member so removed.
  2. If a member of the Council to whom a proposed resolution referred to in clause (1) relates makes representations in writing to the secretary or chairperson (not exceeding a reasonable length) and requests that the representation be notified to the members of the association, the secretary or the chairperson may send a copy of the representations to each member of the association or, if the representations are not so sent, the member is entitled to require that the representations be read out at the meeting at which the resolution is considered.