The constitution and operation of the Australasian Plastics and Rubber Institute Incorporated (APRI Inc., hereinafter referred to as the Institute) shall at all times be in accordance with these Rules.
Rule 1. Name
The Institute shall be known as the Australasian Plastics and Rubber Institute Inc. and shall be governed by Australasian Council (hereinafter referred to as the Council) constituted according to Rule 3 (below).
Rule 2. Membership
(a) The Institute shall include all members irrespective of membership class and place of residence. Grades of individual membership of the Institute will be decided by council from time to time and are currently as follows:
Ordinary
Associate (AAPRI)
Fellow (FAPRI)
Concession (Student, Retiree)
Corporate
The above grades are defined in the accompanying “Regulations for Membership”.
(b) Application for membership must be made on the prescribed form and lodged with the Treasurer or Secretary accompanied by the prescribed fee. Applications received will be submitted at the next council meeting or by interim approval. The Secretary should write to the applicant advising acceptance or rejection of the application.
(c) A person who applies and is approved for membership as provided in these Rules is eligible to be a member of the Institute on payment of the initial and annual subscription payable under these Rules.
(d) A right, privilege, or obligation of a person by reason of membership of the Institute-
(i) is not capable of being transferred or transmitted to another person without Council approval; and
(ii) terminates upon the cessation of membership whether by death, resignation or otherwise.
Rule 3. Management
The government of the Institute shall be conducted by the Council constituted as follows:
(a) Officers
The Chairman
The Secretary
The Treasurer
2 or more ordinary members – who can act as state coordinators
(b) Co-opted Members
As the Council sees fit for the betterment of the Institute, other voting, non-voting or non-members may be co-opted to augment the Council as a temporary measure or for specific purposes in connection with the activities of the Council. This may include state co-ordinators.
(c) Voting Rights
At the meetings of the Council each member present shall have one vote, and provision shall be made so that absent members may appoint a proxy who shall vote on their behalf. In the event of a tied vote, the Chairman shall have a casting vote in addition to his vote as a member.
(d) Custody of Records
Except as is otherwise provided for in these rules,
(i) The Treasurer shall keep in custody or under control all books , documents and securities of the Institute relating to financial affairs of the Institute
(ii) The Secretary shall keep in custody or under control all other books, documents and securities of the Institute.
(iii) The Secretary must keep and maintain a register of members containing the name, address and date of entry of member’s name on the register.
(iv) The register is to be made available for inspection free of charge to any member upon request, such inspection limited to the enquiring member’s details only.
(v) A member may make a copy of their own entry in the register
All other accounts, books, securities and any other relevant documents of the Association must be available for inspection free of charge by any member on request, and the member may make a copy of same.
Rule 4. Registration of Members
Submission & request to amend a member’s grade of membership must be made to the Secretary, who will then submit same to Council for ratification. Approval or rejection is to be issued to the member, by the secretary, in writing by any of the accepted means.
Rule 5. Funds and Subscriptions
(a) The funds of the Institute shall be derived from annual subscriptions, donations and such other sources as the Council may determine in accordance with these Rules and the governing Act.
(b) The rate of Annual subscription fee shall be determined by Council from time to time at its own election.
(c) The income and property of the Institute whencesoever derived, shall be applied solely towards the promotion of the purposes of the Institute and no portion thereof shall be paid or transferred, directly or indirectly, by way of dividends, bonus or otherwise howsoever by way of profit or gain to the individual members of the Institute. Provided that nothing shall prevent the payment, in good faith, of reasonable and proper remuneration to any officer or servant or to any member of the Institute in return for any services actually rendered to the Institute nor prevent the payment for out of pocket expenses, interest on money lent or reasonable and proper rent for premises demised or lent to any officer or servant of the Institute or member of the Institute. Including expenses connected with representation on associated or affiliated bodies for the purpose of furthering the Mission of the APRI.
(d) Winding Up
i) In the event of the winding up or the cancellation or merge of the incorporation of the Institute, the assets of the Institute must be disposed of in accordance with the provisions of the
Act. The winding up, cancellation or merge must also take place in accordance with the governing Act. In addition, cessation or merge can only take place with approval of 60% of paid
up and life members.. Such approval is to include the terms or basis of any cessation or merger.
ii). Dissolution of the Institute and disposal of the assets of the Institute shall be decided only at a special general meeting. If upon the winding up or dissolution of the Institute there remains, after satisfaction of all its debts and liabilities, any property whatsoever, the same shall be given or transferred to some other Institute having similar purposes to the Institute and which shall prohibit the distribution of its income and property amongst its members to the extent at least as great as is imposed on the Institute, such association to be determined by the members of the Institute at or before the time of dissolution and must be in accordance with the governing Act.
Rule 6. Additional Branch Funding
The Council may decide to make available to each State Co-ordinator such additional funds as may be required from time to time for the running expenses of that State’s activities.
Rule 7. Financial Year
The financial year shall be from 1 January to 31 December in each year.
Rule 8. Establishment of Branches and Committees
The Council:
(a) may set up Branches consisting of members residing in particular areas; such branches to be administered by co-ordinators as elsewhere defined and regulated within these rules.
(b) shall appoint and disband special purpose sub-committees as and when necessary.
Rule 9. Quorum
No fewer than four voting members of the Council shall form a quorum, in person or by proxy.
Rule 10. Accounts
The Treasurer of the Institute shall cause full accounts to be kept of all monies received and expended. All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments shall be signed by a minimum of two members of the Council. At least once each year, the accounts of the Institute shall be audited by the auditor appointed according to Rule 11. The audited accounts shall be presented to the Annual General Meeting of the Institute.
Rule 11. Auditors
The Auditor of the Institute shall be elected each year at the Annual General Meeting.
Rule 12. Council Meetings
Meetings of the Council shall be held at such times and places as the Council itself shall determine. Council may make interim decisions on general issues including application approval, by circulation among and approval of at least four members (including proxy). Any 4 members of the council constitutes a quorum for the conduct of the business of a meeting. The council may act notwithstanding any current vacancy.
The Chairman of the Institute, or not less than three members of the Council, may request that the Secretary convene a special Council meeting by giving notice of at least seven clear days by any accepted means to every member of the Council.
The council must meet at least 2 times in each year at such place and such times as the council may determine.
Rule 13. Annual General Meetings
The Institute shall hold the Annual General Meeting of the members within 5 months of the end of each year. The presence of one-third of the voting members, or ten, whichever is the lesser, shall constitute a quorum.
The ordinary business of the annual general meeting shall be-
(a) to confirm the minutes of the previous annual general meeting and of any general or extraordinary meeting held since that meeting; and
(b) to receive from the council reports of the transactions of the Institute during the preceding financial year; and
(c) to elect Council officers; and
(d) to receive and consider the statement submitted by the Institute in accordance with section 30(3) of the Act.
Rule 14. Extraordinary Meetings
The Council may at its discretion and shall upon the requisition of one-tenth of the total voting members of the Institute or of ten of their number, whichever is the lesser, convene an Extraordinary Meeting of the Institute. In the event of such a requisition the provisions as set out below shall apply:
(a) The requisition must state the objectives of the meeting and must be signed by the requisitionists and deposited with the Secretary and may consist of several documents in like form, each signed by one or more requisitionists;
(b) If the Council does not proceed duly to call a meeting within 14 days from the date of the requisition being so deposited, the requisitionists, or any of them representing not less than half the total voting rights of the requisitionists, may themselves convene the meeting, but any meeting so convened shall not be held after the expiration of three months from the date of the deposit of the requisition;
(c) Any meeting called by the requisitionists shall be called as nearly as possible in the manner as that in which meetings are to be convened by the Council; and
(d) Any reasonable expenses incurred by the requisitionists in calling and holding a meeting by reason of the failure of the Council to do so shall be reimbursed by the Institute to the requisitionists.
Rule 15. Notice of Annual and Extraordinary Meetings
Not less than 14 days clear notice to the members of the Institute, specifying the place, day and time of the meeting, and in the case of special business the general nature of such business, shall be given of every Annual General and Extraordinary Meeting. Notice shall be deemed to have been sent by post, fax or email. A member intending to bring any business before a meeting should notify the secretary of that business in writing, or by electronic transmission. The secretary must include that business in the notice calling the next general meeting.
Rule 16. Adjournment of meetings
(a) The person presiding may, with the consent of a majority of members present at the meeting, adjourn the meeting from time to time and place to place.
(b) No business may be conducted at an adjourned meeting other than the unfinished business from the meeting that was adjourned.
(c) If a meeting is adjourned for 14 days or more, notice of the adjourned meeting must be given in accordance with rule 15.
(d) Except as provided in sub-rule (c), it is not necessary to give notice of an adjournment or of the business to be conducted at an adjourned meeting.
Rule. 17. Election of Council Officers and Ordinary Council Members
Nominations shall be invited for members to join Council.
(a) Nominations of candidates for election as officers of the Institute or as ordinary members of the council must be-
i) made in writing, signed by two members of the Institute and accompanied by the written consent of the candidate (which may be endorsed on the form of nomination); and
ii) delivered to the Secretary of the Institute not less than 7 days before the date fixed for the holding of the annual general meeting.
(b) Subject also to section (g) below, a candidate may nominate for an office, or as an ordinary member of the council, prior to the annual general meeting. The candidate can also become a state co-ordinator, or be already conducting the role (c). If insufficient nominations are received to fill all vacancies on the committee, the candidates nominated shall be deemed to be elected and further nominations may be received at the annual general meeting.
(d) If the number of nominations received is equal to the number of vacancies to be filled, the persons nominated shall be deemed to be elected.
(e) Council members may hold posts indefinitely. The size of Council shall be not less than 5 and not more than 8. (f) In the event that the sum of nominations and existing council members exceeds 8, existing Council members will be invited to stand down. Failing this, longest serving Council member(s) shall stand down.
(g) The newly appointed Council shall elect from amongst its members, or alternatively co-opt, the office bearers of Chairman, Secretary and Treasurer and shall confirm or appoint a Public Officer. The Public Officer shall perform those duties as are required by the relevant Act or Government body.
(h) The office of an officer of the Institute, or of an ordinary member of the Council, becomes vacant if the officer or member-
(i) ceases to be a member of the Institute; or
(ii) becomes insolvent under the administration within the meaning of the Corporations Law; or
(iii) resigns from the office by notice in writing given to the Secretary or Chairperson.
Rule 18. Technical Publications
The Institute shall have the right to publish all technical papers, communications and proceedings submitted to the Institute, subject to the prior permission of the author/authors or author’s/authors’ representative being obtained.
Rule 19. Co-ordination of State Activities
(a) The Council may decide to make available to each State Co-ordinator such additional funds as may be required from time to time for the running expenses of that State’s activities.
(b) Wherever possible, the affairs of each State shall be managed by one or more State Co-ordinator(s).
(c) (One of) The State co-ordinator(s) will also be an ordinary member of the Australasian Council, and may be an office holder.
(d) At State level, the co-ordinators:
i) Are not required to be appointed by membership vote
ii) Will abide by all law, regulation and council policies
iii) Will financially administer, account for and report all state activities to the Treasurer such financial reporting to be signed by two state members
iv) Financial reporting format and procedure to be as prescribed by Council from time to time.
v) Must be paid-up current members.
vi) Are NOT required to manage or record formal administrative meetings, but can do so at their own election. However, meetings and decisions should be summarised and submitted to Council.
vii) Can be a team of members.
Rule 20. Alteration to Rules and Statement of Purposes
These rules and the statement of purposes of the Institute shall not be altered except in accordance with the relevant Act or government body and by the process prescribed by theses rules.
Rule 21. Other
(1) Seal
(a) The common seal of the Institute must be kept in the custody of the Secretary.
(b) The common seal must not be affixed to any instrument except by the authority of the committee and the affixing of the common seal must be attested by the signatures either of two members of the Council or, of one member of the Council and of the Public Officer of the Institute.
(2) Disputes and mediation
(a) The grievance procedure set out in this rule applies to disputes under these Rules between-
i) a member and another member; or
ii) a member and the Institute.
(b) The parties to the dispute must meet and discuss the matter in dispute, and, if possible, resolve the dispute within 14 days after the dispute comes to the attention of all of the parties.
(c) If the parties are unable to resolve the dispute at the meeting, or if a party fails to attend that meeting, then the parties must, within 10 days, hold a meeting in the presence of a mediator.
(d) The mediator must be-
i) a person chosen by agreement between the parties or can be an Institute member who was not a party to the dispute;
ii) in the absence of agreement-
(i) in the case of a dispute between a member and another member, a person appointed by the Council; or
(ii) in the case of a dispute between a member and the Institute, a person who is a mediator appointed or employed by the Dispute Settlement Centre of Victoria (Department of Justice).
(e) The mediator, in conducting the mediation, must–
i) give the parties to the mediation process every opportunity to be heard; and
ii) allow due consideration by all parties of any written statement submitted by any party; and
(iii) ensure that natural justice is accorded to the parties to the dispute throughout the mediation process.
(f) If the mediation process does not result in the dispute being resolved, the parties may seek to resolve the dispute in accordance with the Act or otherwise at law.