SASNA Constitution 2019
South Australian School Nurses Association A.C.N 814 417 853 incorporating SASNA. All rights reserved. Head Office: 50 Fern Grove Bvd, Salisbury East, South Australia 5109. Telephone 8334 1205. Email firstname.lastname@example.org .
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The name of the incorporated association is ‘South Australian School Nurses Association’ referred to herein as ‘the association’.
‘committee’ means the committee of management of the association
‘general meeting’ means a general meeting of members of the association
convened in accordance with these rules
‘member’ means a member of the association
‘the Act’ means the Associations Incorporation Act 1985
‘special resolution” means a special resolution defined in the Act
‘month’ shall mean a calendar month
3. OBJECTS OR PURPOSES OF THE ASSOCIATION
The South Australian School Nurses Association will strengthen the educational process by providing leadership in the promotion and delivery of quality health services and health education by School Nurses in South Australia.
The objects of the association are
i) To encourage professional growth by providing continuing education programs in school health and related issues
ii) To develop a communications network and to provide communication relevant to the objectives of the association
iii) To advance the field of school health and health education
iv) To promote cooperation among the groups who are interested in fostering the health of the school aged child
v) To actively promote research in the practice of school health and education
vi) To promote and maintain the professional standards of school nursing practice
4. POWERS OF THE ASSOCIATION
The association shall have all the powers conferred by section 25 of the act.
a. Active membership is open to any person whose primary role in the school setting is the provision of health care. Upon payment of the first annual subscription, the applicant shall be a member of the association.
b. Any school nurse who is a member of the association upon retirement and has been a member for five or more years shall have all the privileges of membership, except that of voting and holding office.
a. The subscription fees for membership shall be such sum as the members shall determine from time to time in general meeting.
b. The subscription fees shall be payable annually at the AGM or at a time that the committee determines.
c. If a non-member attends a meeting and does not wish to be a full member then a casual fee will be payable at the meeting. This fee for casual attendance will be determined from time to time in general meeting.
A member may resign from membership of the association by giving written notice to the secretary or public officer of the association. Any resigning member shall be liable for any outstanding subscriptions which may be recovered as a debt due to the association.
5.4 Expulsion of a member
a. Subject to giving a member an opportunity to be heard or to make a written submission, the committee may resolve to expel a member upon a charge of misconduct detrimental to the interests of the association.
b. Particulars of the charge shall be communicated to the member at least one month before the meeting of the committee at which the matter will be determined.
c. The determination of the committee shall be communicated to the member, and in the event of an adverse determination the member shall, (subject to 5.4d below), cease to be a member 14 days after the committee has communicated its determination to the member.
d. It shall be open to a member to appeal the expulsion to the association at a general meeting. The intention to appeal shall be communicated to the secretary or public officer of the association within 14 days after the determination of the committee has been communicated to the member.
e. In the event of an appeal under 5.4d above, the appellant’s membership of the association shall not be terminated unless the determination of the committee to expel the member is upheld by the members of the association in general meeting after the appellant has been heard by the members of the association, and in such event membership will be terminated at the date of the general meeting at which the determination of the committee is upheld.
5.5 Register of members
A register of members must be kept and contain:
i) the name and address of each member
ii) the date on which each member was admitted to the association, and
iii) if applicable, the date of and reason(s) for termination of membership
6. THE COMMITTEE
6.1 Powers and duties
a. The affairs of the association shall be managed and controlled by a committee which, in addition to any powers and authorities conferred by these rules, may exercise all such powers and do all such things as are within the objects of the association, and are not by the Act or by these rules required to be done by the association in general meeting.
b. The committee has the management and control of the funds and other property of the association.
c. The committee shall have authority to interpret the meaning of these rules and any other matter relating to the affairs of the association on which these rules are silent.
d. The committee shall appoint a public officer as required by the Act.
Notice of appointment and any change in the identity or address of the public officer are to be lodged within one month after the change (Form10) with the Office of Consumer and Business Affairs, Corporate Affairs and Compliance Branch, Level 3, Chesser House, 91-97 Grenfell Street, Adelaide 5000; postal address: GPO Box 1719, Adelaide 5001.
a. The committee shall be comprised of a chairperson, secretary and treasurer. One committee member may hold a combined position of the treasurer and secretary. A Deputy chairperson may or may not be elected at the AGM.
b. The chairperson (and Deputy chairperson if elected) must be a Registered Nurse (Division 1) whose primary role in the school setting is the provision of health care.
c. A committee member shall be a natural person.
d. All committee positions shall be subject to re-election at the AGM every 2 years.
e. A retiring office member is not eligible for re-election for more than 2 consecutive terms.
f. Notice of all persons seeking election to the committee shall be given to all members of the association with the notice calling the meeting at which the election is to take place.
g. The committee may appoint a person to fill a casual vacancy, and such a committee member shall hold office until the next annual general meeting of the association and shall be eligible for election to the committee without nomination.
6.3 Proceedings of committee
a. The committee shall meet for the dispatch of business at least once every school term, being 4 times per calendar year.
b. Questions arising at any meeting of the committee shall be decided by a majority of votes, and in the event of equality of votes the chairperson shall have a casting vote in addition to a deliberative vote.
c. A member of the committee having a direct or indirect pecuniary interest in a contract or proposed contract with the association must disclose the nature and extent of that interest to the committee as required by the Act, and shall not vote with respect to that contract or proposed contract. The member of the committee must disclose the nature and extent of his or her interest in the contract at the next annual general meeting of the association.
6.4 Disqualification of committee members
The office of a committee member shall become vacant if a committee member is:
disqualified from being a committee member by the Act
• expelled as a member under these rules
• permanently incapacitated by ill health
• absent without apology from more than four meetings in a financial year
7. GENERAL MEETINGS
7.1 Annual general meetings
a. The committee shall call an annual general meeting in accordance with the Act and these rules.
b. The first annual general meeting shall be held within 12 months after the incorporation of the association, and thereafter at the beginning of each calendar year.
c. The order of the business at the meeting shall be:
i) the confirmation of the minutes of the previous annual general meeting and of any special general meeting held since that meeting
ii) the consideration of the accounts and reports of the committee and the auditor’s report (if auditor’s report is required)
iii) the election of committee members
iv) any other business requiring consideration by the association in general meeting.
7.2 Special general meeting
a. The committee may call a special general meeting of the association at any time.
7.3 Notice of general meetings
a. Subject to 7.3b, at least 14 days’ notice of any general meeting shall be given to members. The notice shall set out where and when the meeting will be held, and particulars of the nature and order of the business (agenda) to be transacted at the meeting.
b. Notice of a meeting at which a special resolution is to be proposed shall be given at least 21 days prior to the date of the meeting.
7.4 Proceedings at general meetings
a. Six members present personally shall constitute a quorum for the transaction of business at any general meeting.
b. If within 30 minutes after the time appointed for the meeting a quorum of members is not present, the members present shall form a quorum.
c. Subject to 7.4d, the chairperson shall preside as chairperson at a general meeting of the association.
d. If the chairperson is not present within five minutes after the time appointed for holding the meeting, or he or she is present but declines to take or retires from the chair, the members may choose a committee member or one of their own number to be the chairperson of that meeting.
7.5 Voting at general meetings
a. Subject to these rules, every member of the association has only one vote at a meeting of the association.
b. Subject to these rules, a question for decision at a general meeting, other than a special resolution, must be determined by a majority of members who vote in person.
c. A question for decision at a general meeting must be determined by a show of hands.
d. Voting by poll or by proxy is not allowed.
7.6 Special and ordinary resolutions
a. A special resolution as defined in the Act. special resolution of an incorporated association means—
(a) where the rules of the association provide for the membership of the association—a resolution passed at a duly convened meeting of the members of the association if—
(i) at least 21 days written notice specifying the intention to propose the resolution as a special resolution has been given to all members of the association; and
(ii) it is passed at a meeting referred to in this paragraph by a majority of not less than three-quarters of such members of the association as, being entitled to do so, vote in person or, where proxies are allowed, by proxy, at that meeting;
b. An ordinary resolution is a resolution passed by a simple majority at a general meeting.
9. DISPUTE RESOLUTION
a. The dispute resolution procedure set out in this rule applies to disputes under these Rules between –
(i) a member and another member
(ii) a member and the association
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 the parties.
c. If the parties are unable to resolve the dispute at the meeting the parties may choose to meet and discuss the dispute before an independent third person agreed to by the parties.
d. In this rule ‘member’ includes any person who was a member not more than six months before the dispute occurred.
Section 40 of the Act provides that where the committee exercises any power of adjudication in relation to a dispute between the members, or a dispute between itself and members of the association, the rules of natural justice must be observed. Section 61 of the Act provides that an application to the Court for an order under the section may be made by a member of an incorporated association or by a former member expelled from the association (provided that the application is made within six months of the expulsion), who believes that the affairs of the association are being conducted in a manner that is oppressive or unreasonable. An example of rules for an Incorporated Association
10. FINANCIAL REPORTING
10.1 Financial year
The first financial year of the association shall be the period ending on the next 31 December following incorporation, and thereafter a period of 12 months commencing on 1 January and ending on 31 December of each year.
10.2 Accounts to be kept
The association shall keep and retain such accounting records as are necessary to correctly record and explain the financial transactions and financial position of the association in accordance with the Act. Refer to regulation 7 of the Associations Regulations.
11. PROHIBITION AGAINST SECURING PROFITS FOR MEMBERS
The income and capital of the association shall be applied exclusively to the promotion of its objects and no portion shall be paid or distributed directly or indirectly to members or their associates except as bona fide remuneration of a member for services rendered or expenses incurred on behalf of the association. Section 55 of the Act provides a prohibition against securing profits for members.
12. WINDING UP
The association may be wound up in the manner provided for in the Act.
13. APPLICATION OF SURPLUS ASSETS
a. If after the winding up of the association there remains ‘surplus assets’ as defined in the Act, such surplus assets shall be distributed to any organisation which has similar objects and has rules which prohibit the distribution of its assets and income to its members. The association may determine to distribute surplus assets to nominated charities.
b. Such organisation or organisations shall be identified and determined by a resolution of members in general meeting.
Section 43 of the Act prohibits the distribution of surplus assets at the completion of a winding up to members or former members, or associates of those persons.
These rules may be altered (including an alteration to the association’s name) by special resolution of the members of the association. This includes recision or replacement by substitute rules. The alteration shall be registered with the Office of Consumer and Business Affairs, Corporate Affairs Commission, as required by the Act.
The registered rules shall bind the association and every member to the same extent as if they have respectively signed and sealed them and agreed to be bound by all of the provisions thereof.
The Act provides that an alteration to a rule may be made by special resolution of the association unless other provision is made in the rules. Note requirements of Section 24(6) and 24(7):
Subject to any provision in the rules or a resolution to the contrary, an alteration to the rules comes into force at the time that the alteration is passed. This does not apply to an alteration to the name of the association which does not come into force until registered by the Office of Consumer and Business Affairs, Corporate Affairs Commission