THE MYANMAR ENGINEERING ASSOCIATION OF AUSTRALIA (INC.) CONSTITUTION (Excerpt)
1. NAME
1.1 The name of the association is “Myanmar Engineering Association of Australia” and shall hereinafter be referred to in this Constitution as “the Association”.
2. MISSION STATEMENT
2.1 To develop and maintain a network of Myanmar Engineers, Architects, and engineering related professionals including but not limited to Information Technology (IT) in Australia and work for the betterment of the network in particular and Myanmar community in general.
3. AIMS AND OBJECTS
The aims and objectives of the Association shall be:-
3.1 To promote and foster better understanding, closer relationship, and mutual appreciation among Engineers, Architects, and Engineering related professionals including but not limited to Information Technology (IT) of Myanmar background in Australia by encouraging all forms of Social, Professional, and Recreational activities.
3.2 To help and assist newly arrived Engineers, Architects, and Engineering related professionals including but not limited to IT from Myanmar to settle in Australia and to integrate into the Australian way of life and to provide professional support.
3.3 To maintain regular Socio/Professional relations with State and Commonwealth Community and Professional Organisations in Australia and to affiliate and co-operate with such bodies to our mutual advantage.
3.4 The Association shall be strictly non-political and non-sectarian.
3.5 The assets and income of the Association shall be applied solely in furtherance of its above-mentioned objects and no portion shall be distributed directly or indirectly to the members of the association except as bona fide compensation for services rendered or expenses incurred on behalf of the association.
3.6 The Association shall be a Non-Profit Organisation.
4. HEADQUARTERS
4.1 The Headquarters of the Association shall be in Sydney, New South Wales and until the establishment of permanent premises its address shall be that of the duly elected Honorary President of the Association.
5. MEMBERSHIP
5.1 Membership of the Myanmar Engineering Association of Australia shall be open to and consists of the following class of Members:
(a) Members
(b) Associate/Social Members
(c) Honorary Members
5.1(a) Members
The members of the Association shall be Engineers, Architects, and Engineering related professionals including but not limited to IT, born in Myanmar, or born in Australia or elsewhere of Myanmar descendants and are residents of Australia who supports the aims and objects of the Association and who applies for membership and whom the Committee decides may be admitted to membership. If the Management Committee decides to reject an application for Membership then the Management Committee shall provide reasons in writing to the applicant within fourteen days of the date of the decision and to any member who puts in a request in writing why there has been a rejection of membership.
5.1(b) Members
Any member who pays the annual membership fees as stipulated by the Management Committee
5.1(b) Associate/Social Members
Any adult person who is genuinely interested in or who wishes to be actively associated with the activities of the Association may elect to become an Associate or Social Member as the case may be. Such application must be recommended by a member and seconded by another member (both of whom must be financial members). The application shall be vetted by the Management Committee and approved/rejected provided that the number of such persons does not exceed Thirty (30) percent of the total membership of the Association. Associate/Social Members shall be required to pay membership fees as determined by the Annual General Meeting and shall not have voting rights at the General Meetings.
5.1(c) Honorary Members
Persons of Myanmar and Non-Myanmar origins are eligible to be selected as Honorary Members of the Association on the condition that they have performed distinctive duties for the welfare of Engineers, Architects, and Engineering related professionals including but not limited to IT of Myanmar origin in particular and Myanmar Community in general and have sufficient special merits. They are to be nominated by the Management Committee and approved at the Annual General Meeting. The community of engineering related professionals of Myanmar origin or those born in Australia of Myanmar heritage may also nominate persons for Honorary Membership, in writing, one full calendar month before the Annual General Meeting and submit to the Management Committee for consideration. Such nominations shall be voted upon only after the Management Committee agrees to uphold the nomination and put it up to the members at the Annual General Meeting. All decisions by the Management Committee shall be final and binding. Honorary Members shall enjoy all the privileges of the Association without the obligation to pay the membership fees but shall not have exercise to vote or serve on the Executive Committee, Management Committee or Sub-Committees.
5.2 Every member who attends the Annual General Meeting shall receive a copy of the minutes of the preceding year’s Annual General Meeting. The Agenda for the present General Meeting as well as a copy of any proposed amendments being put up for adoption, shall be sent out one month before the meeting.
5.2(a) Every member is entitled to a copy of the Association’s Constitution and Rules upon written application addressed to the Secretary or upon personal application at the Association’s office. Every person receiving a copy of the Association’s Constitution shall be recorded in the appropriate register book provided for this purpose.
6. FEES AND SUBSCRIPTIONS
6.1 A member of the association must, on admission to membership, must pay to the association an annual membership fee of $60 for new members, $50 renewal fees for existing members or if some other amount is determined by the Management Committee, that other amount.
6.2 Subscription shall be full rate on joining during the first six months of any financial year and half rate upon joining during the second six months of any financial year.
7. TERMINATION OF MEMBERSHIP
7.1 A person ceases to be a member of the association if the person:
(a) dies, or
(b) resigns membership, or
(c) is expelled from the association.
7.2 By default in payment of subscriptions for a period of one year. Re-admission will be subject to a satisfactory explanation to the Management Committee and the payment of arrears.
7.3 If it is proved that a member has engaged in any conduct seriously detrimental to the Association, that member may be expelled from the Association by a single majority vote of the members present at an Extraordinary General Meeting of the Association called for the purpose of considering the expulsion. At the Extraordinary General Meeting the member shall be given the opportunity of being heard with respect to the expulsion in accordance with the principles of natural justice. When a member is expelled from the Association, all monies owing by him/her to the Association shall immediately become due and payable in full. But any money to his credit in the Association shall be set off against such amount owing and any balance shall be refunded to him/her.
8. MEMBERSHIP ENTITLEMENTS NOT TRANSFERABLE
8.1 A right, privilege or obligation which a person has by reason of being a member of the association:
(a) is not capable of being transferred or transmitted to another person, and
(b) terminates on cessation of the person’s membership.
9. RESIGNATION OF MEMBERSHIP
9.1 A member of the association is not entitled to resign that membership except in accordance with this rule.
9.2 A member of the association who has paid all amounts payable by the member to the association in respect of the member’s membership may resign from membership of the association by first giving to the secretary written notice of at least one month (or such other period as the committee may determine) of the member’s intention to resign and, on the expiration of the period of notice, the member ceases to be a member.
9.3 If a member of the association ceases to be a member under clause (2), and in every other case where a member ceases to hold membership, the secretary must make an appropriate entry in the register of members recording the date on which the member ceased to be a member.
10. REGISTER OF MEMBERS
10.1 The Secretary of the Association must establish and maintain a register of members of the association specifying the name and address of each person who is a member of the association together with the date on which the person became a member.
10.2 The register of members must be kept at the principal place of administration of the association and must be open for inspection, free of charge, by any member of the association at any reasonable hour.
10.3 A member of the association may obtain a copy of any part of the register on payment of a fee of $1 for each page copied or, if some other amount is determined by the committee, that other amount.
11. MEMBERS’ LIABILITIES
11.1 The liability of a member of the association to contribute towards the payment of the debts and liabilities of the association or the costs, charges and expenses of the winding up of the association is limited to the amount, if any, unpaid by the member in respect of membership of the association as required by rule 6.
12. RESOLUTION OF INTERNAL DISPUTES
12.1 If any dispute between the Association and any of its members arises which cannot be settled by a General Meeting to the satisfaction of all parties, the parties may agree to appoint an arbitrator. The decision of the arbitrator shall be final.
13. DISCIPLINING OF MEMBERS
13.1 A complaint may be made to the committee by any person that a member of the association:
(a) has persistently refused or neglected to comply with a provision or provisions of these rules, or
(b) has persistently and willfully acted in a manner prejudicial to the interests of the association.
13.2 On receiving such a complaint, the committee:
(a) must cause notice of the complaint to be served on the member concerned; and
(b) must give the member at least 14 days from the time the notice is served within which to make submissions to the committee in connection with the complaint, and
(c) must take into consideration any submissions made by the member in connection with the complaint.
13.3 The committee may, by resolution, expel the member from the association or suspend the member from membership of the association if, after considering the complaint and any submissions made in connection with the complaint, it is satisfied that the facts alleged in the complaint have been proved.
13.4 If the committee expels or suspends a member, the secretary must, within 7 days after the action is taken, cause written notice to be given to the member of the action taken, of the reasons given by the committee for having taken that action and of the member’s right of appeal under rule 14.
13.5 The expulsion or suspension does not take effect:
(a) until the expiration of the period within which the member is entitled to appeal against the resolution concerned, or
(b) if within that period the member exercises the right of appeal, unless and until the association confirms the resolution under rule 14.5, whichever is the later.
14. RIGHT OF APPEAL OF DISCIPLINED MEMBER
14.1 A member may appeal to the association in General Meeting against a resolution of the committee under rule 13, within 7 days after notice of the resolution is served on the member, by lodging with the secretary a notice to that effect.
14.2 The notice may, but need not, be accompanied by a statement of the grounds on which the member intends to rely for the purposes of the appeal.
14.3 On receipt of a notice from a member under clause (1), the secretary must notify the committee which is to convene a General Meeting of the association to be held within 28 days after the date on which the secretary received the notice.
14.4 At a General Meeting of the association convened under clause (3):
(a) no business other than the question of the appeal is to be transacted, and
(b) the committee and the member must be given the opportunity to state their respective cases orally or in writing, or both, and
(c) the members present are to vote by secret ballot on the question of whether the resolution should be confirmed or revoked.
14.5 If at the General Meeting the association passes a special resolution in favour of the confirmation of the resolution, the resolution is confirmed.
15. ELECTION OF MANAGEMENT COMMITTEE MEMBERS
15.1 Nominations of candidates from members for election as Management Committee members of the association:
(a) must be made in writing, signed by 2 members of the association and accompanied by the written consent of the candidate (which may be endorsed on the form of the nomination), and
(b) must be delivered to the secretary of the association at least 7 days before the date fixed for the holding of the annual general meeting at which the election is to take place.
15.2 If insufficient nominations are received to fill all vacancies on the committee, the candidates nominated are taken to be elected and further nominations are to be received at the annual general meeting.
15.3 If insufficient further nominations are received, any vacant positions remaining on the committee are taken to be casual vacancies.
15.4 If the number of nominations received is equal to the number of vacancies to be filled, the persons nominated are taken to be elected.
15.5 If the number of nominations received exceeds the number of vacancies to be filled, a ballot is to be held.
15.6 The ballot for the election of office-bearers and ordinary members of the committee is to be conducted at the annual general meeting in such usual and proper manner as the committee may direct.
16. MANAGEMENT
16.1 The management of the affairs of the Association and control of the funds and assets shall be vested in a Committee of NINE (11) Members to be known as the Management Committee and elected as per Paragraph 15 above. The Executive Committee or Office Bearers, which shall consist of the President, the Vice-President, the Secretary, Assistant Secretary, the Treasurer, Assistant Treasurer shall be elected by and from within the Management Committee.
16.2 The Management Committee shall ordinarily meet quarterly, once every three (3) months, but not less than three times a year. Six members shall form a quorum which shall include two Office Bearers.
16.3 Any item on the Agenda of a Management Committee Meeting adjourned due to lack of the necessary quorum may be taken up and passed at a subsequent Management Committee Meeting even if such subsequent meeting does not have the required quorum.
16.4 Any member of the Management Committee who fails to attend three successive meetings, without showing adequate reason, shall cease to be a member of the Committee.
16.5 A special Meeting of the Management Committee shall be convened on the direction of the President and at the written request of NOT less than four members of the Management Committee.
16.6 The Management Committee shall have full powers to constitute Standing or Special Sub-Committees from among the Association for specific purposes.
16.7 The Management Committee shall have full powers to frame By-Laws of the Association.
16.8 The Rules and Regulations of the Association including the duties of the Office Bearers may only be amended by an Extraordinary General Meeting subject to the usual provisions.
16.9 The Management Committee shall have full powers to act on behalf of the Association.
16.10 In the event of any vacancy occurring during the year among the members of the Committee of Management, a replacement shall be elected by the Committee.
16.11 The term of office of the Members of the Management Committee shall ordinarily be for one year. Retiring members shall be eligible for re-election.
16.11(a) In the event of four or more members of the Management Committee elected at the Annual General Meeting relinquishing office, the President will immediately dissolve the said Management Committee, freeze the funds of the Association and will convene an Extraordinary General Meeting within thirty days of such dissolution to elect an interim Management Committee to remain in office until the next scheduled Annual General Meeting.
16.12 The President may sanction any expenditure NOT exceeding such amount as may be determined, from time to time, by the Management Committee.
16.13 The Honorary Secretary may incur any expenditure on any such item not exceeding such amount as may be determined by the Management Committee.
16.14 A member of the Management or any Sub-Committee must give one month’s notice when he/she resigns. He/she will complete his/her duties to the best of his/her ability so as not to disrupt the workings of the Management or Sub-Committee.
16.15 The Management Committee may at its discretion release the member resigning from his/her duties if:
(a) a suitable replacement is available at an earlier date,
OR
(b) his/her early release will not effect the working of the Management or the Sub-Committee.
16.16 The Chairperson of a Sub-Committee is an ex-officio member of the Management Committee without the right to vote.
16.17 When the Chairperson of a Sub-Committee is unable to attend a Management Committee Meeting, he may delegate another member of that Sub-Committee to attend in his place.
16.18 The President may call a special Committee Meeting in extraordinary circumstances but only after first informing the Vice-President, Secretary, Assistant Secretary, Treasurer, Assistant Treasurer and then all the other Management Committee members. A quorum is necessary at this meeting.
16.19 At Meetings of the Association other than the Annual and Extraordinary Meetings the following shall normally be the order of business:
(a) The reading and confirmation of the minutes of the previous meeting.
(b) Business arising out of the minutes.
(c) Correspondence and business arising there from.
(d) Treasurer’s report and accounts passed for payment.
(e) Reports from Sub-Committees.
(f) Any special business.
(g) General business.
16.20 As early as possible, after the election of the Management Committee, the Committee shall appoint Sub-Committees for the various activities of the Association as it deems necessary. The Chairman of each Sub-Committee shall be an ex-officio member of the Management Committee and shall report to the Management Committee.
17. ASSOCIATION YEAR
17.1 The Association Year shall conform to the Commonwealth Government’s financial year.
18. MEETINGS OF THE ASSOCIATION
18.1 The Annual General Meeting of the Association shall be held as soon as practicable after the close of the Association Year, but not later than the end of December. All members shall be given at least one month verbal or written notice of the meeting. Electronic Mail shall be considered written notice. The agenda of the meeting shall be included in such written notice.
18.2 The business of the Annual General Meeting shall include:
(a) Confirmation of the minutes of the last Annual General Meeting and any other Extraordinary General Meeting held during the year.
(b) Consideration of the Annual Report by the President/Secretary or any other member nominated by the Management Committee.
(c) Presentation of the Statement of Accounts showing the financial position of the Association for the preceding year.
(d) Election of the Management Committee of the Association. Financial members only will be entitled to vote in the said election.
(e) Discussion and consideration of any business specified on the Agenda.
18.3 The Quorum for the transaction of the business of the General Meeting shall be FIFTEEN (15) members of the Association. If the quorum is not met, the chairperson may reconvene the meeting 1/2 hour later and the members present at the reconvened meeting shall make up the quorum.
18.4 Any member desiring to make a proposition before the Annual General Meeting shall intimate his/her intention to the Secretary forwarding at the same time a copy of the proposition NOT less than 30 days prior to the date of the Annual General Meeting.
18.5 The Management Committee may, whenever it considers it necessary OR upon receipt of a request made in writing and signed by not less than TEN (10) of the members, convene an Extraordinary General Meeting. Notice of any such meeting shall be given to all members in writing at least one month before the appointed date and such notice shall specify the object of the proposed meeting. An Extraordinary General Meeting shall be dissolved in the absence of the requisite quorum.
18.6 The President of the Association, or in his/her absence the Vice-President, shall take the chair at a General Meeting; in the absence of the aforementioned, the Management Committee shall elect a Chairman.
18.7 Every proposal submitted to a meeting shall be decided by a majority of votes and in the event of an equality of votes the Chairman shall have the casting vote.
18.8 The out-going Secretary shall record the minutes of the Annual General Meeting and the names of the newly elected members of the Committee and give the minutes to the newly elected Secretary within one week.
19. VOTING
19.1 On any question arising at a general meeting of the association a member has one vote only.
19.2 All votes must be given personally or by proxy but no member may hold more than 3 proxies.
19.3 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.
19.4 A member or proxy is not entitled to vote at any general meeting of the association unless all money and fees due and payable by the member or proxy to the association has been paid.
20. APPOINTMENT OF PROXIES
20.1 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.
20.2 The notice appointing the proxy is to be in the form set out in Appendix 2 to these rules.
21. INSURANCE
21.1 The association may effect and maintain insurance.
22. FUNDS – SOURCE
22.1 The funds of the association are to be derived from annual subscriptions of members, donations and, subject to any resolution passed by the association in general meeting, such other sources as the committee determines.
22.2 All monies received by the association must be deposited as soon as practicable and without deduction to the credit of the association’s bank account.
22.3 The association must, as soon as practicable after receiving any money, issue an appropriate receipt.
23. FUNDS – MANAGEMENT
23.1 Subject to any resolution passed by the association in general meeting, the funds of the association are to be used in pursuance of the objects of the association in such manner as the committee determines.
23.2 All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments must be signed by any 2 members of the Management Committee of the association.
24. CUSTODY OF BOOKS
24.1 Except as otherwise provided by these rules, the Secretary must keep in his or her custody or under his or her control all records, books and other documents relating to the association.
25. INSPECTION OF BOOKS
25.1 The records, books and other documents of the association must be open to inspection, free of charge, by a member of the Association at any reasonable hour.
26. SERVICE OF NOTICES
26.1 For the purpose of these rules, a notice may be served on or given to a person:
(a) by delivering it to the person personally, or
(b) by sending it by pre-paid post to the address of the person, or
(c) by sending it by facsimile transmission or some other form of electronic transmission to an address specified by the person for giving or serving the notice.
26.2 For the purpose of these rules, a notice is taken, unless the contrary is proved, to have been given or served:
(a) in the case of a notice given or served personally, on the date on which it is received by the addressee, and
(b) in the case of a notice sent by pre-paid post, on the date when it would have been delivered in the ordinary course of post, and
(c) in the case of a notice sent by facsimile transmission or some other form of electronic transmission, on the date it was sent, or if the machine from which the transmission was sent produces a report indicating that the notice was sent on a later date, on that date.
27. AUDIT
27.1 The accounts of the Association shall be audited by the Honorary Auditor prior to being laid before the Annual General Meeting.
28. ELECTION OF AUDITORS
28.1 The retiring Committee may nominate a name/names of person/persons to be considered as Auditor/Auditors at an Annual General Meeting.
29. AMENDMENTS
29.1 Any provision of this Constitution may be amended, whether by way of variation, addition or repeal, at a General Meeting by a majority of two-thirds of the numbers present. Notice of any proposed amendment be given to the Secretary not less than sixty days prior to the date of the meeting. The Secretary shall notify the Ministry of Fair Trading of New South Wales of any alterations.
30. DISSOLUTION OF THE ASSOCIATION
30.1 The Association shall be dissolved when two-thirds of the financial members agree to do so at an Extraordinary General Meeting.
30.2 The Government Public Trustee of NSW shall be appointed to administer the disposal of the assets.
30.3 In the event of the Association being dissolved, the amount that remains after such dissolution and the satisfaction of all debts and liabilities shall be transferred to another organization with similar purposes which is not carried on for the profit or gain of its individual members.
31. BANK
31.1 The funds of the Association shall be placed in such bank as the Committee may determine, to the credit of the Association and shall be operated upon by cheque signed by the (i) Treasurer or the Secretary and (ii) another nominated Management Committee Member.
32. SEAL
32.1 Responsibility for the custody of the Seal of the Association shall be that of the Secretary.
32.2 The President and the Secretary are the only two officials entitled to use the seal.
33. HANDING AND TAKING OVER
33.1 After the Annual General Meeting the out-going Management Committee shall hand over all funds, documents and assets of the Association to the newly elected Committee within one week. “A Handing and Taking Over Certificate” each by the Secretary and Treasurer shall be furnished to the President, counter-signed by him and kept in the Associations files for record.
RULES AND REGULATIONS OF THE ASSOCIATION GOVERNING THE DUTIES OF THE PRESIDENT, VICE-PRESIDENT, SECRETARY AND TREASURER.
34. DUTIES OF THE PRESIDENT
34.1 The President shall preside at all meetings of the Association or Committee or at all other meetings at which his/her attendance may be required.
34.2 He/she shall preserve order so that the business may be conducted in due form and with Propriety and upon the minutes being confirmed shall sign the Minute Book in the presence of the meeting and shall endorse all accounts passed for payment.
34.3 He/she may at his discretion or at the requisition of four Committee Members call a Special Meeting of the Committee.
34.4 He/she may sanction any expenditure NOT EXCEEDING such amounts as may be determined from time to time, by the Committee of Management.
34.5 He/she shall have a casting, but not a deliberative vote.
34.6 He/she may deal with correspondence as may be deemed necessary.
35. DUTIES OF THE VICE-PRESIDENT
35.1 The Vice-President shall assist the President at meetings and in the absence of the President, fulfil the duties of the President under the same conditions for such meetings.
36. DUTIES OF THE SECRETARY
36.1 The Secretary shall maintain a correct register of the name address and membership card of each member of the Association and keep it up to date.
36.2 He/she shall zealously conduct all business of the Association and attend to all correspondence under the direction of the President, to whom he/she shall refer.
36.3 He/she shall ensure that the Management Committee Members are given sufficient notice of meetings, and to all members of the Association for the Annual General Meeting.
36.4 He/she shall record and keep full and accurate minutes of proceedings at all meetings, enter the minutes in the Minute Book as true and correct reports, and sign the Book in the presence of the Meeting.
36.5 He/she shall consult with the President on any information received and in conjunction with the President decide on the course of action to be pursued until the next Committee Meeting. If a matter is considered urgent and extraordinary, a special meeting may be called.
36.6 He/she shall receive and reply to all correspondence and place the same before the meetings of the Committee, and shall perform such other duties as may be necessary in conformity with the object and rules of the Association.
36.7 He/she shall keep a register of inward and outward correspondence and show the necessary particulars.
36.8 He/she shall keep a record and be responsible for all assets of the Association and to maintain and ensure that the assets of the Association are in a serviceable condition.
36.9 He/she shall edit and prepare for publication in the bulletins or newsletters of the Association matters of interest and information to all members from time to time.
36.10 He/she shall attend all meetings, except when absent on business or leave or sick.
36.11 Should a Joint Secretary be appointed, such person shall assist the Secretary and carry out such duties as delegated by the President.
37. DUTIES OF THE ASSISTANT SECRETARY
37.1 The Assistant Secretary shall be responsible to assist the Secretary of the association in the execution of his/her duties.
38. DUTIES OF THE TREASURER
38.1. The Treasurer shall be responsible for the funds of the Association.
37.1(a) To keep a record of all receipts and vouchers.
37.1(b) He/she shall pay into the Bank all cash received to the Association’s account as soon as possible after receipt of the same.
38.2 To receive all monies on behalf of the Association, give receipts on official receipt forms of the Association and pay such monies into such account or accounts at such banks as the Committee may decide upon.
38.3 To submit a full Income and Expenditure Sheet and Statement of Accounts at each Committee Meeting.
38.4 To prepare an Annual Balance Sheet and Statement of Accounts and present the same duly audited to the Annual General Meeting.
38.5 To pay all bills and expenses passed by the Committee at the monthly meetings. No advances shall be paid unless authorised by the President.
38.6 To produce all books, vouchers or documents relating to the Association for inspection, if so required at meetings of the Committee or to the Auditor appointed.
38.7 To attend all meetings except when absent on business, leave or sick.
39. DUTIES OF THE ASSISTANT TREASURER
39.1 The Assistant Treasurer shall be responsible to assist the Treasurer of the association in the execution of his/her duties.