AUSTRALASIAN MILITARY MEDICINE ASSOCIATION LTD
CONSTITUTION
A public company limited by guarantee under the Corporations Act 2001 (Cth)
Version dated: 24 June 2025
PART A
1.1 The name of the Company is Australasian Military Medicine Association Ltd.
2.2. The assets and income of the Company must be applied solely in furtherance of the Purposes and no portion of the income or assets of the Company may be paid or transferred, directly or indirectly, to any Member.
2.3. Clause 2 does not prevent the Company from doing the following things, provided they are done in good faith:
a) paying a Member for goods or services they have provided to the Company at fair and reasonable rates or rates more favourable to the Company;
b) reimbursing a Member for reasonable expenses they have properly incurred on behalf of the Company;
c) making a payment to a Member in carrying out the Purposes; or
d) making a payment for any other bona fide reason related to the attainment of the Purposes.
2.4. This Constitution comprises a contract between:
a) the Company and each Member;
b) the Company and each Director;
c) the Company and the Secretary or Secretaries; and
d) a Member and each other Member.
2.5. The replaceable rules set out in the Act do not apply to the Company.
2.6. Each Member must guarantee to pay an amount not more than $1.00 to the Company if the Company is wound up while the Member is a Member, or within twelve (12) months after they cease being a Member, and this guarantee is required to pay for the:
a) debts and liabilities of the Company that exceed the Company’s assets incurred before the Member stopped being a Member; and
b) costs of winding up the Company.
3.1. The Purposes of the Company are to support the professional and scientific progress of all matters associated with the health and wellbeing of individuals who serve or have served in the military or similar organisations by:
a) promoting the study and advancing the knowledge of military medicine and healthcare of personnel during and after their military careers in both preventative and treatment modalities;
b) bringing together those with an interest in military medicine for educational purposes;
c) disseminating knowledge of military medicine;
d) publishing and distributing a journal in military medicine and veterans’ health;
e) promoting research in military medicine and healthcare; and/or
f) doing anything incidental or ancillary to the Purposes above.
3.2. The Company is an independent association. The Company will not address conditions of service and service policy issues in the Australian Defence Force, New Zealand Defence Force or other Defence Forces.
4.1. The Company has the following powers which may be used only to carry out its Purposes:
a) all the powers of a company limited by guarantee under the Act, and
b) the power to do all things necessary or convenient to be done for, or in connection with, the attainment of its Purposes.
5.1. In this Constitution, except as so far as the context or subject matter otherwise indicates or requires:
a) Act means Corporations Act 2001 (Cth);
b) Board means some or all the Directors acting as the Board of Directors;
c) By-laws means the rules and regulations made by the Board in accordance with clause 33;
d) Company means Australasian Military Medicine Association Ltd;
e) Constitution means this constitution as amended from time to time;
f) Director means an individual elected or appointed as a Director on the Board;
g) General Meeting means a formal meeting of the Members and includes an Annual General Meeting;
h) Member means a person whose name is entered in the register of Members as a Member of the Company;
i) Non-Voting Member means a Member who does not have voting rights as described in clause 7.4;
j) Office Bearer means a Director appointed to the position of President or Vice President by the Board;
k) President means the Director holding this position in accordance with clause 31;
l) Representative means an individual appointed as a Member’s representative by a Member that is body corporate;
m) Secretary means an individual or individuals appointed to undertake the role of Secretary as defined in the Act and this Constitution;
n) Special Resolution means a resolution at a General Meeting that is passed by at least 75% of the votes cast by Members entitled to vote on the resolution;
o) Surplus Assets means any assets of the Company that remain after paying all debts and other liabilities of the Company, including the costs of winding up;
p) Vice President means the Director holding this position in accordance with clause 31; and
q) Voting Member means a Member with voting rights as described in clause 7.3.
6.2. The following rules of interpretation apply unless any contrary intention appears in this Constitution or the context requires otherwise:
a) mandatory provisions of the Act override any clause in this Constitution, which is inconsistent with that Act;
b) reference to an act includes every amendment, re-enactment, or replacement of that act and any subordinate legislation made under that act such as regulations,
c) a reference to a clause or sub-clause is to a clause or sub-clause of this Constitution;
d) where a word or phrase is defined, its other grammatical forms or parts of speech have corresponding meaning;
e) a word or expression that is defined in the Act, or used in the Act and covering the same subject, has the same meaning as in this Constitution;
f) reference to a person is a reference to an individual, company, any other body corporate, partnership, joint venture, association, or other body whether or not incorporated;
g) the words ‘writing’ and ‘written’ include any mode of representing or reproducing, including electronically, words, figures, drawings, or symbols in a visible or communicable form;
h) a notice or document required by this Constitution to be signed includes signing by electronic means or may be authenticated by any other manner permitted by the Act;
i) the words ‘including’, ‘for example’, or similar expressions do not limit the inclusions or examples;
j) a gender includes all genders; and
k) singular includes plural and vice versa.
PART B — MEMBERSHIP
7.1. Members comprise:
a) the person(s) included on the application for registration of the Company;
b) the members of Australasian Military Medicine Association Inc (ABN 81 485 060 729); and
c) the persons that the Board in its discretion admits to membership in accordance with this Constitution.
7.2. There are two classes of membership:
a) Voting Members; and
b) Non-Voting Members.
7.3. Voting Members are individuals who:
a) in the opinion of the Board, have a suitable qualification, significant standing, skills or experience in the fields of military medicine or healthcare;
b) satisfy any additional requirements for Voting Membership as prescribed by the Board and set out in the By-laws; and
c) have been admitted as Voting Members in accordance with this Constitution.
7.4. Non-Voting Members are individuals and organisations that:
a) support the Purposes but do not otherwise qualify to be Voting Members;
b) satisfy any additional requirements for being Non-Voting Members as prescribed by the Board and set out in the By-laws; and
c) have been admitted as Non-Voting Members in accordance with this Constitution.
7.5. There will be a category of Voting Members to be called Emeritus Members. The criteria, selection process and the limitation (if any) on the number of Emeritus Members will be determined by the Board and prescribed in the By-laws.
7.6. The Board may provide for categories of Members within each class on such terms and conditions as the Board determines.
7.7. The Board may determine additional requirements for admission as a Member or as a Member in a particular class or category of membership.
8.1. A Voting Member has the right to:
a) receive notices of and to attend General Meetings; and
b) vote at General Meetings on resolutions put to the Members;
c) if eligible, be nominated for election as an Elected Director; and
d) vote in the election for Elected Directors.
8.2. A Non-Voting Member is entitled to receive notices of and to attend General Meetings, but
a) does not have voting rights; and
b) is not entitled to be nominated for election or to elect Directors.
8.3. A Member who has not paid any fees payable by the due date is not entitled to exercise their rights while the fee remains unpaid.
8.4. A Member is entitled to exercise their rights if their membership rights are not suspended for any other reason.
8.5. The Board may extend benefits and services to Members that may differ between classes and categories of membership and within classes and categories of membership.
8.6. Members must comply with:
a) this Constitution; and
b) any By-laws.
8.7. To maintain membership, Members are required to comply with any continuing membership obligations or conditions as determined by the Board and specified in the By-Laws.
8.8. A Member must, within a reasonable time, notify the Secretary of any change to their details as recorded in the register of Members.
8.9. A right, privilege or obligation held by reason of being a Member:
a) is not capable of being transferred or transmitted to another person; and
b) terminates upon cessation of the Member’s membership.
8.10. The rights of Members are not to be taken as being varied by the admission of more Members or the addition or deletion of classes or categories of membership.
8.11. The rights of Members in any class may be varied or cancelled by the Voting Members approving amendments to the Constitution by Special Resolution. For clarity, this shall be taken to be the procedure for varying or cancelling rights of Members in any class.
9.1. An application for membership must be in a form prescribed by the Board.
9.2. The Board may approve or reject an application for membership.
9.3. The Board may refuse any application for membership without being compelled to give the reasons for such refusal.
9.4. The Board may delegate the consideration and determination of any membership application.
9.5. Once the outcome of a membership application is determined, written notice of the decision of the Board or their delegate is to be sent to the applicant within a reasonable time.
9.6. The acceptance of an applicant as a Member is subject to the payment of any fees and if such payment is not made, the Board may cancel its acceptance of the applicant for membership of the Company.
9.7. An applicant who is admitted to membership becomes a Member and is entitled to exercise the rights and privileges of that membership when their name is entered in the register of Members.
10.1. The Board may set any joining fees and/or membership fees and may determine different fees:
a) for different classes or categories of membership;
b) within classes or categories of membership; or
c) for different Members.
10.2. The Board may in its discretion waive or vary the amount of any fee set.
10.3. Any fee charged to Members is payable in such manner and at such times as are determined by the Board.
10.4. A Member who fails to pay any membership fee(s) by the due date may have their membership terminated if the fee(s) remains unpaid for a period prescribed by the Board. The Board may determine the specific period and the Member will be notified of the impending termination if payment is not received within this timeframe.
10.5. Membership that has been terminated under clause 10.4 may be reinstated at the discretion of the Board upon payment of the outstanding fee(s).
11.1. The Company must establish and maintain a register of Members, which may be in electronic form, containing:
a) the name of each Member and the date on which they became a Member;
b) the Member’s address, which may be an email address, to which notices from the Company may be sent; and
c) any other information as determined by the Board or required by the Act.
12.1. A Member ceases to be a Member if they:
a) resign in writing;
b) for an individual, die;
c) if not an individual, are wound up or are dissolved;
d) have their membership terminated or are expelled under this Constitution;
e) no longer satisfy the criteria for their respective class of membership (unless transferred to another class of membership by the Board);
f) fail to provide any information required by the Board as part of the renewal process, unless the Board resolves otherwise;
g) fail to satisfy any undertaking given by the Member upon them being admitted as a Member, unless the Board resolves otherwise; or
h) have their membership terminated in any other circumstances prescribed in the terms of membership that are applicable to the Member, unless the Board resolves otherwise.
12.2. Any Member ceasing to be a Member:
a) is not entitled to any refund, in full or part, of any membership fees paid; and
b) will not be readmitted as a Member until all unpaid fees outstanding at the time they ceased to be a Member are paid, including any interest or other charges levied on any outstanding fees.
12.3. Upon ceasing to be a Member, the date on which the person ceased to be a Member will be recorded in the register of Members.
12.4. Any Member ceasing to be a Member remains liable for any fees owing by that Member to the Company and, if the Company is wound up within one year of the date the Member ceases to be a Member, the guarantee amount under clause 2.6.
13.1. Subject to this clause 13, the Board may suspend or expel a Member from the Company if the Board considers that the Member:
a) has failed to comply with this Constitution or any By-laws;
b) refuses to support the Purposes;
c) acts in a manner prejudicial to the interests of the Company; or
d) acts in a manner that the Board considers it as undesirable for the Member to continue to be a Member.
13.2. Written notice must be provided to the Member of the proposed suspension or expulsion at least twenty-eight (28) days before the Board meeting at which the proposal is to be considered by the Board.
13.3. The written notice must state:
a) the time, date and location of the Board meeting at which the proposed suspension or expulsion is to be considered;
b) if the Board meeting is to be held using technology, the details of that technology;
c) the grounds upon which the proposed suspension or expulsion is based;
d) that the Member may attend and speak at the Board meeting at which the proposed suspension or expulsion is to be considered; and
e) that the Member may submit to the Board written representations on or prior to the date of the Board meeting at which the proposed suspension or expulsion is to be considered.
13.4. At the Board meeting at which the proposed suspension or expulsion is to be considered, the Board must:
a) give the Member an opportunity to make oral representations; and
b) give due consideration to any oral representations and to any written representations submitted to the Board by the Member at or prior to the Board Meeting.
13.5. After considering any explanation provided by the Member, the Board may decide to:
a) take no further action;
b) warn the Member;
c) suspend the Member’s rights as a Member for a period of not more than twelve (12) months;
d) expel the Member;
e) refer the matter to mediation; or
f) require the matter to be determined at a General Meeting.
13.6. The Board must give the Member written notice of the Board’s decision, and the reasons for the decision, within fourteen (14) days after the Board meeting at which the decision is made.
13.7. There will be no liability for any loss or injury suffered by the Member as a result of any decision made in good faith under this clause 13.
PART C — GENERAL MEETINGS
14.1. The Board may, whenever it thinks fit, call a General Meeting.
14.2. The time, place of, and the virtual meeting technology to be used, if any, at, the General Meeting is to be determined by the Board.
14.3. A General Meeting, called the Annual General Meeting, must be held:
a) within eighteen (18) months after registration of the Company; and
b) after the first Annual General Meeting has been held, at least once in every calendar year and within five (5) months after the end of the Company’s financial year.
14.4. A General Meeting may be held at one or more venues, or wholly or partly online or virtually, using any virtual meeting technology that provides the Members as a whole with a reasonable opportunity to participate, including the ability to hear and be heard.
14.5. A Member who participates in a General Meeting using the virtual meeting technology prescribed by the Board is taken to be present in person at the General Meeting and, if the Member votes at the meeting using the virtual meeting technology prescribed, is taken to have voted in person.
14.6. A virtual General Meeting and a General Meeting that is partly held using technology, and partly held at a physical venue or venues, is deemed to have been held at the main physical venue of the meeting as set out in the notice of the meeting.
14.7. If a General Meeting is held:
a) at only one (1) physical venue (whether or not it is also held using virtual meeting technology), it must be reasonable to hold the meeting at that physical venue;
b) at more than one (1) physical venue (whether or not it is also held using virtual meeting technology), it must be reasonable to hold the meeting at its main physical venue as set out in the notice of the meeting;
c) using virtual meeting technology, it must be held in such a way as to give the persons entitled to attend the General Meeting, as a whole, a reasonable opportunity to participate in the meeting without being physically present in the same place.
14.8. A General Meeting must be held at a reasonable time. A General Meeting is taken to be held at a reasonable time if any of the following applies:
a) if there is only one (1) physical venue (whether or not it is also held using virtual meeting technology), the meeting is held at a time that is reasonable at the venue,
b) if there are two (2) or more physical venues (whether or not it is also held using virtual meeting technology), the meeting is held at a time that is reasonable at the main venue for the General Meeting as set out in the notice of the meeting,
c) if the General Meeting is held using virtual meeting technology only, the General Meeting is held at a time that is reasonable in the timezone of the Company’s registered office.
14.9. A General Meeting must also be convened by the Board upon the requisition of not less than 5% of the Voting Members.
14.10. A requisition for a General Meeting called by Voting Members:
a) must state the purpose or purposes of the General Meeting;
b) may be in electronic form;
c) must be signed by the Members making the request;
d) must be lodged with the Secretary; and
e) may consist of several documents in a similar form, each signed by one (1) or more of the Members making the request.
14.11. If the Board fails to give notice of a General Meeting called by Voting Members within twenty-one (21) days after the date on which the request for the General Meeting is lodged, any one or more of the Members making the request may convene a General Meeting which must be held not later than three months after that date.
14.12. The Company must reimburse all reasonable expenses incurred by the Voting Members convening a General Meeting under clause 14.11.
14.13. A General Meeting called by Voting Members must be convened as nearly as is practicable in the same manner as a General Meeting convened by the Board.
15.1. Notice of a General Meeting must be given to:
a) each Member;
b) each Director; and
c) the auditor, if any.
15.2. Notice of a General Meeting must include:
a) the time, date, place of, and, if any, the virtual meeting technology to be used to facilitate the General Meeting;
b) if virtual meeting technology is to be used to hold the General Meeting, sufficient information to allow the Members to participate in the General Meeting by means of the virtual meeting technology;
c) a statement that Members may appoint a proxy; and
d) if applicable, that a Special Resolution is to be proposed at the General Meeting and the words of the proposed Special Resolution.
15.3. Notice of a General Meeting shall be given at least twenty-one (21) days before the date fixed for the holding of the General Meeting.
15.4. Notice of a General Meeting may be given less than twenty-one (21) days before the meeting if:
a) for an Annual General Meeting, all the Members entitled to attend and vote at the Annual General Meeting agree beforehand; or
b) for any other General Meeting, Members with at least 95% of the votes that may be cast at the meeting agree beforehand.
15.5. Notice of a General Meeting must not be provided less than twenty-one (21) days before the General Meeting if it is proposed that a resolution is to be moved to:
a) remove a Director or appoint a Director to replace a Director who has been removed; or
b) remove an auditor.
15.6. The accidental failure to give notice of any General Meeting to, or the non-receipt of notice of a General Meeting by, any Member entitled to receive notice will not invalidate the proceedings at or any resolution passed at the General Meeting.
15.7. A Member’s attendance at a General Meeting waives any objection that the Member may have regarding a failure to give notice, or the giving of defective notice, of the General Meeting.
16.1. Subject to clause 16.2, no business other than that specified in the notice convening a General Meeting is to be transacted at the General Meeting.
16.2. The business of an Annual General Meeting may include any of the following, even if not referred to in the notice of the meeting:
a) the consideration of the annual financial report, the Board report and the auditor’s report (if any);
b) the election or announcement of Directors; and
c) the appointment of the auditor (if any).
17.1. A Member is entitled to appoint a proxy by notice given to the Company at the address stated in the notice of General Meeting which may be an electronic address at least forty-eight (48) hours before the time of the General Meeting in respect of which the proxy is appointed.
17.2. The Board may prescribe a form of proxy however a proxy will be valid provided the instrument purporting to appoint a proxy:
a) is in writing;
b) contains the Member’s name and address, the Company’s name and the proxy holder’s name or the office held by the proxy holder;
c) contains the details of the meeting at which the appointment may be used; and
d) contains the details as to how the proxy holder is to vote on the matters before the General Meeting.
17.3. In the event of a Member not nominating a particular person as proxy holder on the proxy form, the proxy is to be exercised by the chairperson of the General Meeting.
17.4. Unless the Company receives written notice before the start or resumption of a General Meeting at which a proxy holder votes, a vote cast by the proxy holder is valid even if, before the proxy holder votes, the appointing Member:
a) revokes the proxy holder’s appointment; or
b) revokes the authority of a representative or agent who appointed the proxy holder.
17.5. A proxy holder need not be a Member.
17.6. A proxy holder does not have the authority to speak and vote for a Member at a General Meeting while the Member is at the General Meeting.
18.1. The quorum for a General Meeting is fifteen (15) Voting Members present and entitled to vote in person or by proxy.
18.2. No business may be conducted at a General Meeting if a quorum is not present.
18.3. If a quorum is not present within thirty (30) minutes after the time appointed for a General Meeting:
a) if convened by or on the requisition of Members, the General Meeting is dissolved; and
b) in any other case, the General Meeting stands adjourned to such other day, time and place as the Board appoints by notice to the Members and others entitled to notice of the General Meeting.
18.4. If at the adjourned General Meeting a quorum is not present within thirty (30) minutes from the time appointed for the General Meeting, the General Meeting will lapse.
19.1. The President will preside as chairperson of each General Meeting.
19.2. If there is no President, or the President is not present within fifteen (15) minutes after the time appointed for the commencement of the General Meeting, or the President is unable or unwilling to act as chairperson of the General Meeting or of part of the General Meeting, then the following persons will preside as chairperson of the General Meeting in the order of precedence:
a) the Vice President;
b) any other Director present who has been appointed as chairperson by the other Directors present; or
c) a Member present chosen by a majority of the Voting Members present.
19.3. The chairperson of a General Meeting is responsible for the conduct of the General Meeting and any question arising at a General Meeting relating to the order of business, procedure or conduct of the General Meeting must be referred to the chairperson whose decision is final.
19.4. The chairperson of a General Meeting may at any time they consider it necessary or desirable for the proper and orderly conduct of the General Meeting:
a) impose a limit on the time that a person may speak on a motion or other item of business, question, motion, or resolution being considered by the General Meeting;
b) terminate debate or discussion at the General Meeting; and
c) adopt any procedures for casting or recording votes at the General Meeting whether on a show of hands or a poll.
19.5. The chairperson of a General Meeting may at any time during a General Meeting, adjourn the General Meeting from time to time and from place to place, but no business may be transacted at any adjourned General Meeting other than the business left unfinished at the General Meeting from which the adjournment took place.
19.6. When a General Meeting is adjourned for thirty (30) days or more, notice of the adjourned General Meeting must be given as in the case of an original General Meeting.
19.7. When a General Meeting is adjourned for less than thirty (30) days, it is not necessary to give a further notice of the adjourned meeting.
19.8. The chairperson of an Annual General Meeting must allow a reasonable opportunity for the Members as a whole at the meeting to ask questions about or make comments on the management of the Company.
20.1. A Voting Member is not entitled to vote at a General Meeting unless all fees due and payable by the Member to the Company have been paid.
20.2. Non-Voting Members are not entitled to vote at a General Meeting.
20.3. Upon any motion arising at a General Meeting, a Voting Member entitled to vote has one (1) vote.
20.4. Votes must be given in person or by proxy, or when applicable by direct vote.
20.5. Proxies will not be counted on a vote by a show of hands.
20.6. A Member entitled to vote at a General Meeting may vote by direct vote where such an option is offered by the Board. A direct vote includes a vote delivered to the Company by any means approved by the Board, which may include postal or electronic means.
20.7. The Board may prescribe By-laws in relation to direct voting, including specifying the form, method, and timing of giving a direct vote at a General Meeting in order for the vote to be valid.
20.8. An objection to the qualification of a Member to vote at a General Meeting:
a) must be raised before or at the General Meeting at which the vote objected to is given or tendered; and
b) must be referred to the chairperson of the General Meeting whose decision on the qualification to vote is final.
20.9. If virtual meeting technology is used to hold a General Meeting and a document is required or permitted to be tabled at the General Meeting, the document is taken to have been tabled at the General Meeting if the document is:
a) given to the persons entitled to attend the General Meeting, whether physically or by using virtual meeting technology, before the General Meeting; or
b) made accessible to the persons attending the General Meeting, whether physically or by using virtual meeting technology, during the General Meeting.
21.1. Motions arising at a General Meeting are to be decided by ordinary resolution unless otherwise required by this Constitution or the Act.
21.2. An ordinary resolution is a resolution passed by a simple majority of the votes cast.
21.3. In the case of an equality of votes upon any proposed resolution, the chairperson of the General Meeting, in addition to any deliberative vote, does not have a casting vote and the proposed resolution is not passed.
21.4. A resolution put to the vote of a General Meeting must be decided on a show of hands unless a poll is demanded in accordance with this Constitution. On a show of hands, the declaration by the chairperson of the General Meeting is conclusive evidence of the result.
21.5. A poll may be demanded before the vote is taken or before or immediately after the declaration of the result of the show of hands by:
a) the chairperson of the General Meeting;
b) at least five (5) Voting Members entitled to vote on the resolution present in person or by proxy at the General Meeting; or
c) Members with at least 5% of the votes that may be cast on the resolution on a poll present in person or by proxy at the General Meeting.
21.6. Neither the chairperson of the General Meeting nor the minutes of the General Meeting need to state the number or proportion of the votes recorded in favour or against.
21.7. The demand for a poll at a General Meeting may be withdrawn.
21.8. A demand for a poll at a General Meeting does not prevent the continuation of a General Meeting for the transaction of any business other than the question on which the poll has been demanded.
21.9. A poll demanded at a General Meeting must be taken when and in the manner the chairperson of the General Meeting directs including in relation to how votes of Members attending by technology are to be collected.
21.10. A poll on the election of a chairperson of a General Meeting or on the question of an adjournment of a General Meeting must be taken immediately.
22.1. The Board may cancel, postpone, or change the venue of a General Meeting at any time prior to the meeting except in the case of a General Meeting called upon by the requisition of Members.
22.2. The Board must give notice of the postponement, cancellation or change of venue of a General Meeting to all persons entitled to receive notices of a General Meeting.
PART D — BOARD OF DIRECTORS
41.1. The Board must appoint at least one (1) Secretary.
41.2. The Secretary must provide written consent to act as the Secretary prior to appointment.
41.3. The Secretary holds office on such terms and conditions as the Board determines.
41.4. The Board may remove any Secretary, subject to the terms of any contract and the law.
41.5. The Secretary has such powers and duties as specified in this Constitution, the Act, and as determined by the Board.
42.1. The Company must keep minutes of:
a) proceedings and resolutions of General Meetings;
b) minutes of any other resolutions of Members;
c) proceedings and resolutions of Board meetings;
d) proceedings of committee meetings; and
e) resolutions passed by the Board without a meeting.
42.2. The Company must ensure that the minutes of a meeting are signed within a reasonable time after the meeting which is usually within one month by the chair of the meeting at which the proceedings were held, or by the chair of the next meeting.
43.1. A notice may be given by the Company to a Member by:
a) serving it on the Member personally;
b) sending it by post to the Member’s address as shown in the register of Members;
c) sending it to an electronic contact address such as an e-mail address, that the Member has supplied to the Company or to an address which the Member has contacted the Company in the past; or
d) making a copy of it accessible electronically and advising the Member of its availability via the electronic contact address.
43.2. Where a notice is sent by post, service of the notice is taken to be effected three (3) days after it is posted.
43.3. Where a notice is sent by email or by other electronic means, service of the notice is taken to be effected on the day it is sent or on the day the Member is advised via the electronic contact address that the notice is accessible electronically.
44.1. The Company must make and keep written financial records that:
a) correctly record and explain its transactions and financial position and performance; and
b) enable true and fair financial statements to be prepared and to be audited if required.
45.1. A Member other than a Director does not have the right to inspect any books, records, or documents of the Company except as provided by law or authorised by the Board.
46.1. The Company indemnifies each officer of the Company out of the assets of the Company, to the relevant extent, against all losses and liabilities (including costs, expenses and charges) incurred by that person as an officer of the Company.
46.2. In this clause 46:
a) ‘officer’ means a Director or Secretary and includes a Director or Secretary after they have ceased to hold that office;
b) ‘to the relevant extent’ means:
i. to the extent that the Company is not precluded by law including the Act from doing so;
ii. to the extent that the conduct of the officer did not constitute serious and wilful misconduct; and
iii. for the amount that the officer is not otherwise entitled to be indemnified and is not actually indemnified by another person including an insurer under an insurance policy.
46.3. The indemnity is a continuing obligation and is enforceable by an officer even though that person is no longer an officer of the Company.
46.4. To the extent permitted by law, the Company may:
a) purchase and maintain insurance; and
b) pay or agree to pay a premium for an insurance
against any liability incurred by the officer as an officer including, but not limited to, a liability for negligence or for reasonable costs and expenses incurred in defending proceedings, whether civil or criminal.
47.1. The Company may modify or repeal this Constitution, or a provision of this Constitution, by the Voting Members passing a Special Resolution and following the requirements of the Act.
48.1. Voluntary dissolution of the Company may only be achieved by a Special Resolution of Voting Members and following all the requirements of the Act.
48.2. If the Company is wound up, any Surplus Assets must not be distributed to a Member or a former Member.
48.3. Subject to the Act, any other applicable laws, and any court order, any Surplus Assets that remain after the Company is wound up must be distributed to one (1) or more organisations:
a) with purposes similar to, or inclusive of, the Purposes; and
b) which prohibits the distribution of any income and/or assets to its members to at least the same extent as the Company.
48.4. The decision as to the organisation or organisations to be given the Surplus Assets must be made by a Special Resolution of Voting Members at or before the time of winding up.
48.5. If the Voting Members do not make this decision, the Company may apply to the Supreme Court to make this decision.
49.1. Upon registration of the Company:
a) the Members will be:
i. the person(s) included on the application for registration of the Company; and
ii. the members of Australasian Military Medicine Association Inc (ABN 81 485 060 729).
b) The Members in the following categories will be classified as a Voting Member:
i. Full Members; and
ii. Emeritus Members.
c) The Members in the following categories will be classified as Non-Voting Members:
i. Associate Members;
ii. Student Members;
iii. Corporate Members.
49.2. Despite clause 23.1, the Directors to hold office from the date the Company is registered are those individuals listed as Directors in the application to register the Company and such Directors will be designated as the initial Elected Directors.
49.3. The Board may appoint up to two (2) Appointed Directors at any time after registration of the Company.
49.4. The Board will appoint the Office Bearers at the first Board meeting following registration of the Company.
49.5. In conjunction with the Company’s first Annual General Meeting:
a) One-third (rounded up if not a whole number) of the initial Elected Directors will retire, but they may be eligible to be nominated for re-election. If re-elected, for the purposes of clause 24.5, the counting of the term limit commences from the end of the Company’s first Annual General Meeting; and
b) elections will be held for three (3) Elected Director positions.
49.6. In conjunction with the Company’s second Annual General Meeting:
a) One-half (rounded up if not a whole number) of the remaining initial Elected Directors will retire, but they may be eligible to be nominated for re-election. If re-elected, for the purposes of clause 24.5, the counting of the term limit commences from the end of the Company’s second Annual General Meeting; and
b) elections will be held for three (3) Elected Director positions.
49.7. In conjunction with the Company’s third Annual General Meeting:
a) the remaining initial Elected Directors will retire, but they may be eligible to be nominated for re-election. If re-elected, for the purposes of clause 24.5, the counting of the term limit commences from the end of the Company’s third Annual General Meeting; and
b) elections will be held for two (2) Elected Director positions.
49.8. The initial Elected Directors will agree amongst themselves which of them is to retire at the first, second and third Annual General Meetings respectively but, if they cannot agree, lots will be drawn to determine which initial Elected Directors will retire at the respective Annual General Meetings.
PART D — BOARD OF DIRECTORS
23.1. The Board will comprise the following Directors:
a) Eight (8) Directors elected by the Voting Members who will be Elected Directors; and
b) up to two (2) Directors appointed by the Board who will be Appointed Directors.
23.2. Where the office of a Director becomes vacant, the continuing Directors may continue to act except where the number of Directors is reduced to fewer than three (3) Directors, in which case the continuing Directors may act only:
a) to appoint Directors for the purpose of increasing the number of Directors to three (3) or higher;
b) to convene a General Meeting; or
c) in an emergency.
24.1. A term of an Elected Director is three (3) years from the close of the Annual General Meeting at which their election is declared or announced until the end of the third following Annual General Meeting. A retiring Elected Director may stand for re-election if nominated and otherwise eligible.
24.2. If a casual vacancy in the position of an Elected Director occurs, the Board may appoint an eligible individual to fill the vacancy for the remainder of the predecessor’s term.
24.3. An Appointed Director is to serve a term of up two (2) years as determined by the Board and may, if eligible, be reappointed as Appointed Director at the discretion of the Board.
24.4. If a casual vacancy in the position of an Appointed Director occurs, the Board may appoint a new Appointed Director for a new term of up to two (2) years as determined by the Board.
24.5. The maximum continuous period that a Director may serve as a Director (Maximum Continuous Period) is as follows:
a) an Elected Director may serve up to three (3) consecutive terms; and
b) no Director may serve more than nine (9) consecutive years.
24.6. A person who has held office as a Director for the Maximum Continuous Period is eligible for re-election or reappointment after a period of two (2) years from the date that the person last held office as a Director.
24.7. The Maximum Continuous Period does not include any period of a Director’s appointment to fill a casual vacancy of an Elected Director under clause 24.2.
25.1. A person is eligible for election or appointment as a Director if they:
a) are over the age of eighteen (18) years;
b) provide their signed consent to act as a Director;
c) are not ineligible to be a Director under law, including under the Act;
d) have a Director Identification Number; and
e) are not an employee of the Company.
25.2. An Elected Director must be a Voting Member.
26.1. The Board may appoint up to two (2) Appointed Directors.
26.2. An Appointed Director may be but does not need to be a Member.
26.3. In considering persons for appointment as Appointed Directors, the Board will have regard to the desired experience, perspectives, capabilities, or skills which will assist the Board in discharging its role and functions.
27.1. Elections of Elected Directors are to be held prior to the Annual General Meeting in accordance with any By-laws.
27.2. Prior to an Annual General Meeting, the Board or delegated person will:
a) give notice to the Voting Members of the number of vacancies that may be filled; and
b) invite nominations for election as Elected Directors.
27.3. A Voting Member may self-nominate.
27.4. Nominations must be:
a) in writing on the form prescribed by the Board;
b) signed by the candidate expressing their consent to serve as an Elected Director; and
c) lodged with the Secretary by the prescribed time.
27.5. Only those candidates who satisfy the requirements in clauses 25 and
27.4 are eligible to stand for election as an Elected Director.
27.6. If the number of valid nominations of eligible candidates for election as Elected Directors exceeds the number of vacancies to be filled, a ballot will be held prior to the Annual General Meeting, which may be an electronic ballot as determined by the Board.
27.7. Each Voting Member that is entitled to vote may vote in the ballot.
27.8. Results of an election of Elected Directors are to be announced at the Annual General Meeting.
27.9. If the number of valid nominations of eligible candidates received for election as Elected Directors is equal to or less than the number of vacant positions to be filled, then the candidates nominated are to be declared elected at the Annual General Meeting following the close of nominations without the need for a ballot.
27.10. Any unfilled positions for election as Elected Directors because of insufficient nominations are to be deemed as casual vacancies.
28.1. In addition to any other way a Director vacates office under the Act or this Constitution, a Director ceases to be a Director if they:
a) resign by written notice to the President or the Secretary;
b) are a Member and have their membership suspended or they are expelled from membership;
c) become a person whose estate or person is liable to be dealt with under the law relating to mental health;
d) die;
e) become bankrupt or make any arrangement or composition with their creditors generally, unless, subject to the Act, the Board resolves otherwise;
f) are convicted on indictment of an offence and the Board does not at the next meeting of the Board after that conviction resolve to confirm the Director’s appointment to the position of Director;
g) are absent from three (3) consecutive Board meetings without leave of absence approved by the Board;
h) are removed from the position of Director by the Voting Members;
i) become a paid employee of the Company;
j) are found guilty by a tribunal, industrial commission, court of competent jurisdiction or other similar authority of engaging in discriminatory conduct or harassment towards employees of the Company or other Members or their employees;
k) are prohibited or disqualified from being a director under the Act; or
l) are an Elected Director and cease to be a Voting Member, unless the Board resolves otherwise.
29.1. The Voting Members may by ordinary resolution at a General Meeting remove a Director from their position as Director before the expiration of the Director’s term of office.
30.1. Directors are not entitled to appoint alternate directors.
31.1. The Board will appoint from amongst the Directors the following Office Bearers:
a) a President; and
b) a Vice President.
31.2. The Board will appoint the Office Bearers from amongst the Directors at the first Board meeting after each Annual General Meeting or at any time after a vacancy in the position of an Office Bearer arises.
31.3. Each Office Bearer holds their position for the period from when they are appointed to the relevant position until the earlier of:
a) the commencement of the first Board meeting after the next Annual General Meeting; or
b) their resignation from their position as Office Bearer by written notice to the Secretary in which case they would remain a Director unless they also resign as a Director;
c) until they are removed from their position as Office Bearer by resolution of the Board, in which case they would remain a Director; or
d) their retirement or removal from the Board as a Director or if they otherwise cease to be a Director under this Constitution.
31.4. The Office Bearers have such powers and duties as specified in this Constitution, as required by law, and as determined by the Board.
32.1. The powers of the Board are, subject to the Act and this Constitution, to:
a) control and manage the affairs of the Company;
b) exercise all the functions as may be exercised by the Company other than those functions that are required by this Constitution or the Act to be exercised by a General Meeting; and
c) perform all such acts and do all such things as appear to the Board to be necessary or desirable for the proper management of the affairs of the Company.
32.2. The Board may delegate any of its powers to:
a) a committee;
b) a Director;
c) an employee of the Company; or
d) any other person
and may revoke that delegation.
32.3. The delegate must exercise the powers delegated in accordance with any directions, terms, and conditions as set by the Board.
33.1. The Board may make, amend, or repeal such By-laws as it determines are appropriate for the purposes of giving effect to any provision of this Constitution or to govern the procedures and activities of the Company.
33.2. Any By-laws:
a) must be consistent with the provisions in this Constitution; and
b) when in force, are binding on all Members.
34.1. The Directors must comply with their duties as Directors under legislation and common law which includes the duty:
a) to exercise their powers and discharge their duties with the degree of care and diligence that a reasonable individual would exercise if they were a Director of the Company;
b) to act in good faith in the best interests of the Company and to further the Purposes of the Company;
c) not to misuse their position as a Director;
d) not to misuse information they gain in their role as a Director;
e) to maintain the confidentiality of information received in their role as a Director;
f) to act in the best interests of the Company;
g) to disclose any material personal interest in a matter that relates to the affairs of the Company;
h) to disclose any conflict of interest which may prevent them from properly fulfilling their duties as a Director;
i) to ensure that the financial affairs of the Company are managed responsibly; and
j) not to allow the Company to trade while it is insolvent.
34.2. The Board may make By-laws or adopt a policy consistent with the Act dealing with the disclosure and management of Directors’ conflicts of interest.
35.1. Directors are entitled to:
a) be reimbursed for reasonable expenses properly incurred by the Director in connection with the affairs of the Company; and
b) be paid for any work they do for the Company, other than as a Director, if the amount is no more than a reasonable fee for the work done.
35.2. Directors are not entitled to be paid fees for being a Director.
35.3. Any payment made to Directors must be approved by the Board.
36.1. The Board may meet, including by technological means, for the dispatch of business, and adjourn and otherwise regulate its meetings as it thinks fit.
36.2. The President alone, or any two (2) Directors, may convene a Board meeting.
36.3. At a Board meeting:
a) the President or, in the President’s absence, the Vice President is to preside as chairperson; or
b) if the President and the Vice President are absent or unwilling to act, one of the remaining Directors may be chosen by the Directors present at the Board meeting to preside as chairperson.
36.4. Questions arising at any Board meeting are to be decided by a simple majority of votes of those Directors present and entitled to vote.
36.5. Directors are to have one (1) vote on any question at a Board meeting.
36.6. Directors may not assign proxies at a Board meeting.
36.7. In the event of an equality of votes on any question at a Board Meeting, the chairperson of the Board meeting does not have a casting vote and the motion is not passed.
36.8. A Board meeting may be held using technology that allows the Directors in attendance to communicate with each other clearly and simultaneously.
36.9. A Director who participates in a Board meeting using technology is taken to be present at the Board meeting and, if the Director votes at the Board meeting, is taken to have voted in person.
36.10. The Board may invite third parties to attend a Board meeting as observers.
37.1. Subject to clause 37.3, notice of a Board meeting must be given to each Director at least seven (7) days or such other period as may be unanimously agreed upon by the Directors before the time appointed for the holding of the Board meeting.
37.2. Notice of a Board meeting must be given by such means as agreed by the Directors.
37.3. In cases of urgency, a Board meeting can be held without the usual notice provided that as much notice as practicable is given to each Director by the quickest means practicable.
37.4. Non receipt of any notice of a Board meeting by a Director does not affect the validity of the convening of the Board meeting.
38.1. To transact business at a Board meeting, a quorum of Directors is required during the time in which the business is dealt with at the Board meeting.
38.2. The quorum for a Board meeting is a majority of the Directors currently in office.
39.1. The Board may pass a Board resolution without a Board meeting being held. The passing of such resolutions:
a) requires a majority of Directors assenting to the resolution within the time specified;
b) may be through the use of technology; and
c) must comply with any policies and procedures regarding the passing of Board resolutions as determined by the Board.
40.1. All acts done at any Board meeting or by any individual acting as a Director are valid even if it is later discovered that there was a defect in the appointment of a person as a Director or the person not being entitled to vote.