AAIR Rules

(As amended up to January 2021)

Part 1: Name and Interpretation

1. NAME AND ADDRESS

The name of the incorporated association is AUSTRALASIAN ASSOCIATION FOR INSTITUTIONAL RESEARCH INC. (Trading as ‘AAIR’).

The registered address of the incorporated association is Suite 204, 585 Little Collins Street, Melbourne Vic 3000.

2. INTERPRETATION

2.1 Definitions

In these Rules, unless the contrary intention appears:

‘the Act’ means the Associations Incorporation Reform Act 2012 of the State of Victoria and includes any regulations made under that Act.

‘Committee’ means the Executive Committee of AAIR.

‘Editor’ means the Editor or Editors of AAIR appointed by the Committee from time to time.

‘Full financial member’ means a member of AAIR who, pursuant to these Rules, is eligible to vote at general meetings of AAIR, to hold any office under AAIR, and whose membership subscriptions have been paid in full.

‘Registrar’ means the Registrar of Incorporated Associations.

‘Regulations’ means the Regulations made under the Act.

‘Secretary’ means the Honorary Secretary of AAIR.

‘Special resolution’ means a resolution that requires not less than three-quarters of the voting members present at a general meeting, whether in person or by proxy, to vote in favour of the resolution, as being entitled to do so under these Rules of which not less than 21 days’ notice specifying the intention to propose the resolution as a special resolution was given in accordance with these Rules.

‘Tertiary’ means all public and private post-secondary education, which includes inter alia universities, polytechnics, vocational education and training providers and other tertiary education providers.

‘Treasurer’ means the Honorary Treasurer of AAIR.

2.2 Interpretation

Words or expressions contained in these Rules shall be interpreted in accordance with the Act and the Interpretation of Legislation Act 1984 of the State of Victoria.

Part 2: Purposes and Powers

3. STATEMENT OF PURPOSES

The purposes of AAIR are to:

(1) empower our community to facilitate evidence-based decision making to support the improvement of tertiary education in Australasia

(2) support and improve the professional practice and effectiveness of institutional researchers and allied roles, to facilitate evidence-based decision making and drive the improvement of tertiary education in Australasia

(3) raise the level of professional competence and practice in both qualitative and quantitative analysis within the fields of tertiary education policy, planning, evaluation, data analysis and reporting within Australasia

(4) facilitate and enhance inter-institutional and international information sharing, networking, and cooperation, including regional chapters and other interest groups

(5) facilitate the professional development of members by:

(a) organising annual conferences (the AAIR Annual Forum and the AAIR SIG Forum)

(b) developing and fostering cooperative links with Government bodies and international associations

(c) providing opportunities for members and associates to meet to enhance their special interests in institutional research, including business intelligence and analytics, government reporting, load management and planning, and surveys and evaluation

(d) informing members on a diverse range of relevant topics through a regular electronic newsletter.

4. POWERS

Solely for furthering the purposes set out above and not otherwise, AAIR has the power to:

(1) promote, assist in promoting, and secure the holding of meetings, conventions, conferences, seminars, workshops, forums and competitions

(2) publish and disseminate information for the promotion of any of the objects of AAIR by means of print, audio, audio visual, electronic or other media

(3) purchase, lease, hire or otherwise acquire any real or personal property that may be deemed necessary or convenient for any of the purposes of AAIR

(4) take or make any gifts or donations of property or money, whether subject to any special trusts or not, for any one or more of the purposes of AAIR, and to act as trustee in respect of any money or property

(5) take such steps by personal or written appeals, public meetings, or otherwise, as may from time to time be deemed expedient for procuring contributions to the funds of AAIR in the shape of donations, annual subscriptions or otherwise

(6) sell, manage, lease, mortgage, dispose of or otherwise deal with all or any part of the real or personal property of AAIR

(7) invest and deal with the money of AAIR not immediately required in such manner as may from time to time be thought fit

(8) establish and support, and/or to aid in the establishment and support of any organisation which:

(a) is formed for purposes similar to all or some of the purposes of AAIR

(b) has a constitution prohibiting the distribution of its income and property among its members to an extent similar to the prohibition contained in these Rules.

(9) obtain from any Government or Authority any rights, privileges and concessions which AAIR may think it desirable to obtain, and to carry out, exercise and comply with any such arrangements, rights, privileges and concessions

(10) appoint, employ, remove or suspend such staff and other persons as may be necessary or convenient for the purposes of AAIR

(11) do all such other lawful things as are incidental or conducive to the attainment of the purposes of and the exercise of the powers of AAIR, PROVIDED THAT any such purposes and powers are not construed so that they are contrary to any provision of the Act.

Part 3: Membership

5. MEMBERSHIP

5.1 Classes of membership

AAIR shall have the following classes of membership:

(1) Individual member

(2) Life member

(3) Honorary member

(4) Retired member

(5) Such further classes as the Committee may from time to time to establish following approval by a majority of members in a general meeting or through a postal or electronic ballot, or online poll.

5.2 Existing members

A member in any class of membership shall, subject to the provisions of these Rules, continue to be a member in that class pending the payment of fees where applicable.

5.3 Eligibility for membership

Subject to these Rules:

(1) any person of good character shall be eligible to be an Individual member who:

(a) is working in the tertiary education sector or a related organisation with an interest in institutional research, planning and analysis

(b) normally holds a degree, diploma, associate diploma, or other equivalent professional qualification

(c) normally has a minimum of 2 years appropriate professional experience in tertiary education institutional research, planning and analysis or equivalent experience.

PROVIDED THAT persons who do not fulfil the above requirements but who are interested in institutional research may, subject to these Rules, be admitted as Individual members at the discretion of the Committee.

(2) Subject to Rule 5.5(2), any person shall be eligible for Life membership who has rendered long, outstanding, meritorious and exceptional service as a member to AAIR in achieving its aims, or for any other commendable reason.

(3) Any person shall be eligible for Honorary membership who is a prominent citizen from within Australasia or abroad who is visiting AAIR for some special occasion, subject to Rule 5.5(3).

(4) Any person shall be eligible to be a Retired member where they have been a member of AAIR for at least 10 years and is retired from the full-time workforce, or otherwise at the discretion of the Committee.

5.4 Application for membership

Persons seeking AAIR membership can join in one of two ways:

(1) Those attending either the AAIR Annual Forum or the AAIR SIG Forum are eligible to become members as part of the registration process for those fora if this option is selected (purchase of membership through forum registration is optional)

(2) Otherwise:

(a) applications for Individual member can be made in writing to the Committee in such form and containing such particulars as the Committee may determine, or

(b) any member whose membership has been deemed to have lapsed may renew their membership in accordance with Rule 6: Annual Subscriptions.

5.5 Election of members

(1) All applications for membership must be dealt with in the general business of the next duly convened committee meeting. The Committee shall decide on the admission or exclusion of such applicants, or otherwise, for membership. The decision of the Committee shall be final and, where an applicant is not admitted to membership, any subscriptions received by AAIR in support of the application shall be refunded in full.

(2) Life membership may be conferred only on the recommendation of the Committee and is subject to majority approval of members present at an annual general meeting. There shall be no more than 20 Life members at any one time.

(3) Honorary membership may be conferred by the Committee at its discretion, or by the President and Secretary acting jointly.

(4) Retired membership may be approved by the Committee on application provided that the applicant meets the requirements set out in Rule 5.3(4).

(5) Upon the approval of an application for Individual membership, or upon the conferment of any other class of membership, the person affected shall become a member of AAIR in the relevant class of membership and will be bound by these Rules. The Secretary or delegation of the Secretary shall advise the applicant or person affected of the acceptance to the particular class of membership.

5.6 Incidents of certain memberships

(1) Individual members shall:

(a) have the right to vote at any general meeting of AAIR

(b) have the right to hold any office in AAIR subject to the clauses set out under Rule 25.1 Eligibility of candidates

(2) Life members shall:

(a) be exempt from membership fees and levies

(b) have all rights and privileges conferred upon Individual members as set out in Rule 5.6(1).

(3) Honorary members shall:

(a) be exempt from membership fees and levies

(b) not be entitled to hold office or have voting rights

(c) be entitled to the social privileges of AAIR as determined by or on the invitation of the Committee, or President and Secretary acting jointly, from time to time

(d) not bring into AAIR or entertain therein any non-member without the permission of a committee member.

(4) Retired members shall:

(a) be exempt from membership fees and levies

(b) not be entitled to hold office or have voting rights

(c) be entitled to the social privileges of AAIR as determined by or on the invitation of the Committee or President and Secretary acting jointly, from time to time

(d) be eligible for discounts to AAIR events, where such discounts are available to a Retired member.

5.7 Transfer and cessation of membership rights

A right, privilege or obligation of a member of AAIR, by reason of membership, is personal to the member and:

(1) cannot be transferred to another person or organisation

(2) terminates upon cessation of membership from any cause.

5.8 Register of Members

The Secretary, or delegation by the Secretary, shall keep and maintain a Register of Members in which shall be entered the class of membership, full name, address and other relevant details regarding each member. Such records shall specify the occasion or period in respect of which such class of membership is granted.

5.9 Patrons

Patrons may be appointed by the members in a general meeting following recommendation by the Committee. Patrons shall serve for a period to be agreed upon between the Patron and the Committee, which will be reviewed biennially.

6. ANNUAL SUBSCRIPTIONS

6.1 Annual subscriptions

(1) The entrance fees, subscription fees, or payments payable by the members of AAIR, shall be such as the Committee may from time to time prescribe.

(2) Subscriptions shall be paid annually and shall fall due when the Committee in its discretion from time to time determines.

6.2 Arrears of subscriptions

(1) If the subscription of any member is not paid within the period of 90 days from the date upon which it falls due for payment, the Secretary or Treasurer, or delegation by the Secretary or Treasurer, may give to the member in default written notice requiring payment within 7 days.

(2) If the subscription is not paid within the time limited by such notice, the Committee may debar the defaulting member from all privileges of membership and remove the member’s name from the Register of Members.

6.3 Power to reinstate

The Committee shall have power in its absolute discretion to reinstate the member so removed from the Register of Members if the member pays the arrears within a period of 3 months after such removal.

6.4 Effect of payment

If and when any member or intending member pays any fee or subscription to AAIR, then such member or intending member shall be deemed to have agreed to be bound by these Rules. Such payment shall be conclusive proof of that fact.

6.5 Effect of arrears

No member whose subscription is in arrears shall be entitled to vote, hold office, nominate office bearers or intending members, sign a requisition for a meeting or propose a motion.

7. ADDRESSES OF MEMBERS

Members shall from time to time communicate their addresses to the Secretary of AAIR and advise of any change of address that may occur.

8. RESIGNATIONS

A member may at any time by giving notice in writing to the Secretary, resign from membership of AAIR, and upon notification by the Committee to the member that such resignation has been accepted, shall cease to be a member. An appropriate entry of the member’s resignation shall be made in the Register of Members.

9. DISCIPLINARY ACTION

9.1 Grounds for taking disciplinary action

AAIR may take disciplinary action against a member in accordance with this Division if it is determined that the member:

(1) has failed to comply with these Rules, and/or

(2) refuses to support the purposes of AAIR, and/or

(3) has engaged in conduct prejudicial to AAIR.

9.2 Disciplinary subcommittee

(1) If the Committee is satisfied that there are sufficient grounds for taking disciplinary action against a member, the Committee must appoint a disciplinary subcommittee to hear the matter and determine what action, if any, to take against the member.

(2) The members of the disciplinary subcommittee:

(a) may be committee members, members of AAIR, or anyone else, but

(b) must not be biased against, or in favour of, the member concerned.

9.3 Notice to member

(1) Before disciplinary action is taken against a member, the Secretary must give written notice to the member:

(a) stating that AAIR proposes to take disciplinary action against the member

(b) stating the grounds for the proposed disciplinary action

(c) specifying the date, place and time of the meeting at which the disciplinary subcommittee intends to consider the disciplinary action (the disciplinary meeting)

(d) advising the member that they may do one or both of the following:

(i) attend the disciplinary meeting and address the disciplinary subcommittee at that meeting, and/or

(ii) give a written statement to the disciplinary subcommittee at any time before the disciplinary meeting

(e) setting out the member’s appeal rights under Rule 9.6.

(2) The notice must be given no earlier than 28 days, and no later than 14 days, before the disciplinary meeting is held.

9.4 Decision of subcommittee

(1) At the disciplinary meeting, the disciplinary subcommittee must:

(a) give the member an opportunity to be heard

(b) consider any written statement submitted by the member.

(2) After complying with Rule 9.4(1), the disciplinary subcommittee may either:

(a) take no further action against the member

(b) subject to Rule 9.4(3):

(i) reprimand the member, or

(ii) suspend the membership rights of the member for a specified period, or

(iii) expel the member from AAIR.

(3) The disciplinary subcommittee may not fine the member.

(4) The suspension of membership rights or the expulsion of a member by the disciplinary subcommittee under this rule takes effect immediately after the vote is passed.

9.5 Failure to attend

If the member subject to the disciplinary process fails to attend at the time and place mentioned without reasonable excuse, the charge or complaint shall be heard and dealt with in their absence and the members of the Committee shall decide on the evidence before it.

9.6 Appeal rights

(1) A person whose membership rights have been suspended or who has been expelled from AAIR under Rule 9.4 may give notice to the effect that they wish to appeal against the suspension or expulsion.

(2) The notice must be in writing and given to the:

(a) disciplinary subcommittee immediately after the vote to suspend or expel the person is taken, or

(b) Secretary not later than 48 hours after the vote.

(3) If a person has given notice under Rule 9.6(2), a disciplinary appeal meeting must be convened by the Committee as soon as practicable, but in any event not later than 21 days after the notice is received.

(4) Notice of the disciplinary appeal meeting must be given to each member of AAIR who is entitled to vote as soon as practicable and must:

(a) specify the date, time and place of the meeting

(b) state:

(i) the name of the person against whom the disciplinary action has been taken

(ii) the grounds for taking that action

(iii) that at the disciplinary appeal meeting the members present must vote on whether the decision to suspend or expel the person should be upheld or revoked.

9.7 Conduct of disciplinary appeal meeting

(1) At a disciplinary appeal meeting:

(a) no business other than the question of the appeal may be conducted

(b) the Committee must state the grounds for suspending or expelling the member and the reasons for taking that action

(2) After complying with Rule 9.7(1), the members present and entitled to vote at the meeting must vote by secret ballot on the question of whether the decision to suspend or expel the person should be upheld or revoked.

(3) A member may not vote by proxy at the meeting.

(4) The decision is upheld if not less than three quarters of the members voting at the meeting vote in favour of the decision.

10. GRIEVANCE PROCEDURE

10.1 Application

(1) This grievance procedure applies to disputes under these Rules between either:

(a) a member and another member

(b) a member and the Committee

(2) A member must not initiate a grievance procedure in relation to a matter that is the subject of a disciplinary procedure until the disciplinary procedure has been completed.

10.2 Parties must attempt to resolve the dispute

The parties to a dispute must attempt to resolve the dispute between themselves within 14 days of the dispute coming to the attention of each party.

10.3 Appointment of a mediator

(1) If the parties to a dispute are unable to resolve the dispute between themselves within the time required by Rule 10.2, the parties must within 10 days:

(a) notify the Committee of the dispute

(b) agree to or request the appointment of a mediator

(2) The mediator must be either:

(a) a person chosen by agreement between the parties

(b) in the absence of agreement if the dispute is between a member and:

(i) another member—a person appointed by the Committee

(ii) the Committee or the Association—a person appointed or employed by the Dispute Settlement Centre of Victoria.

(3) A mediator appointed by the Committee may be a member or former member of AAIR, but in any case, must not be a person who either:

(a) has a personal interest in the dispute, or

(b) is biased in favour of or against any party.

10.4 Mediation process

(1) In conducting the mediation, the mediator to the dispute must:

(a) give each party every opportunity to be heard

(b) allow due consideration by all parties of any written statement submitted by any party

(2) The mediator must not determine the dispute.

10.5 Failure to resolve the dispute by mediation

If the mediation process does not resolve the dispute, the parties may seek to resolve the dispute in accordance with the Act or otherwise at law.

11. CESSATION OF MEMBERSHIP

Membership shall cease upon the death, resignation, removal for non-payment of arrears, or expulsion of a member. Every member ceasing to be a member of AAIR shall ipso facto forfeit all rights to the benefits or privileges that such member may have had by reason of membership.

Part 4: General Meetings

12. ANNUAL GENERAL MEETING

12.1 Each calendar year

(1) An annual general meeting of members shall be held in each calendar year during the period of the AAIR Annual Forum or at such time and place as the Committee may direct.

(2) The annual general meeting shall be specified as such in the notice convening it.

12.2 Ordinary business

The ordinary business of the annual general meeting shall be to:

(1) confirm the minutes of the preceding annual general meeting and of any general meeting held since that meeting

(2) receive from the Committee, reports on the transactions of AAIR during the preceding financial year, in accordance with Rule 27.4

(3) receive and consider the annual report of the Committee on the activities of AAIR during the preceding financial year

(4) to confirm or vary the amounts (if any) of the annual subscription and joining fee

(5) elect the officers of AAIR and the ordinary members of the Committee in the biennial election coinciding with the meeting in every even numbered year.

12.3 Other business

The annual general meeting may also conduct any other business of which notice has been given in accordance with these Rules.

12.4 Minutes of annual general meeting

The minutes of each annual general meeting must include:

(1) the names of the members attending the meeting

(2) proxy forms given to the Secretary prior to the meeting under Rule 20.

The minutes shall be accompanied by an annual report which includes the financial statements.

13. SPECIAL GENERAL MEETINGS

(1) Any general meeting of AAIR, other than an annual general meeting or a disciplinary appeal meeting, is a special general meeting.

(2) The Committee may convene a special general meeting whenever it thinks fit.

(3) No business other than that set out in the notice under Rule 14 may be conducted at the meeting.

General business may be considered at the meeting if it is included as an item for consideration in the notice under Rule 14.1 and the majority of members at the meeting agree.

13.1 Special general meeting held at request of members

(1) The Committee must convene a special general meeting if a request to do so is made in accordance with Rule 13.1(2) by at least 10% of the total number of members.

(2) A request for a special general meeting must:

(a) be in writing

(b) state the business to be considered at the meeting and any resolutions to be proposed

(d) be given to the Secretary.

(3) If the Committee does not convene a special general meeting within one month after the date on which the request is made, the members making the request (or any of them) may convene the special general meeting.

(4) A special general meeting convened by members under Rule 13.1(3):

(a) must be held within 3 months after the date on which the original request was made

(b) may only consider the business stated in that request.

(5) AAIR must reimburse all reasonable expenses incurred by the members convening a special general meeting under Rule 13.1(3).

14. NOTICE OF GENERAL MEETINGS

14.1 Notice to members

(1) The Secretary (or, in the case of a special general meeting convened under Rule 13.1(3), the members convening the meeting) must give to each member of AAIR:

(a) at least 21 days’ notice of a general meeting if a special resolution is to be proposed at the meeting, or

(b) at least 14 days’ notice of a general meeting in any other case.

(2) The notice must:

(a) specify the date, time, and place of the meeting

(b) indicate the general nature of each item of business to be considered at the meeting

(i) state in full the proposed resolution

(ii) state the intention to propose the resolution as a special resolution

(iii) comply with Rule 20.

(3) This rule does not apply to a disciplinary appeal meeting.

Rule 9.3 sets out the requirements for notice of a disciplinary appeal meeting.

14.2 Accidental omission

The accidental omission to give notice to a member of a general meeting or the non-receipt of the notice of the meeting by any member shall not invalidate the proceedings at such meetings.

14.3 Other business

A member desiring to bring any business before a general meeting may give notice of that business in writing to the Secretary, who shall include that business in the notice calling the next general meeting.

15. USE OF TECHNOLOGY

(1) A member not physically present at a general meeting may be permitted to participate in the meeting using technology that allows that member, and the members present at the meeting, to communicate with each other clearly and simultaneously.

(2) For the purposes of this Part, a member participating in a general meeting as permitted under Rule 15(1) is taken to be present at the meeting and, if the member votes at the meeting, is taken to have voted in person.

16. PROCEEDINGS AT MEETINGS

16.1 No business without a quorum

No item of business shall be transacted at a general meeting unless a quorum of members entitled to vote under these Rules is present during the time when the meeting is considering that item.

16.2 Quorum

The quorum for a general meeting is 15 members present in person, who are entitled to vote.

16.3 Lack of quorum

(1) If within 30 minutes from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved. In any other case, it shall stand adjourned to such other day, time and place as the Committee may appoint by 7 clear days’ notice to the members, given in the same manner as the usual notice of general meetings is given.

(2) The adjourned meeting must be adjourned to a date no more than 21 days after the adjournment. If at such adjourned meeting a quorum is not present, members who are present (being not less than 4) shall constitute a quorum and may validly transact the business for which the meeting was called.

16.4 Chair at general meetings

The President shall be entitled to take the chair at every general meeting. If the President is not present within 15 minutes after the time appointed for holding such meeting, or is unwilling or unable to act, then the Vice-President automatically chairs the meeting. If the Vice-President is absent or unwilling or unable to act, then a committee member or an Individual member of AAIR, as the meeting shall determine, shall act as Chair.

17. ADJOURNED GENERAL MEETINGS

17.1 Chair may adjourn general meetings

The Chair of a general meeting at which a quorum is present may, with the consent of the meeting and, in the case of a deadlock on any question or motion without the consent of the meeting, adjourn the meeting from time to time and place to place. No business shall be transacted at an adjourned general meeting other than the business left unfinished at the general meeting at which the adjournment took place.

17.2 Notice of adjourned general meeting

If a general meeting is adjourned for 14 days or more pursuant to Rule 17.1, then notice of the adjourned general meeting must be given by the Secretary in accordance with Rule 14.1.

18. DETERMINATION OF QUESTIONS

18.1 Show of hands

Subject to these Rules, every question or motion submitted to a general meeting shall be decided by a show of hands.

18.2 Chair’s ruling

At any general meeting, a declaration by the Chair that a resolution has been carried, or carried by a particular majority, or lost, or not carried by a particular majority, shall be accepted unless 5 members present call for a recount, in which case the members present shall divide and be recounted by 2 members from each side of the division and appointed by the Chair to act as scrutineers.

19. VOTING

19.1 One vote per member

Upon any question arising at a general meeting, a member who is entitled to vote has one vote only.

19.2 Vote personally

All votes shall be given personally or by proxy.

19.3 Casting vote

(1) In the case of an equality of votes, the Chair is entitled to exercise a casting vote as well as a deliberative vote. The Chair may decline to exercise the casting vote.

(2) If the Chair does not exercise a casting vote, the question or motion shall be opened for further discussion for 15 minutes, after which time it shall be voted on by secret ballot or show of hands as directed by the Chair. In such ballot or show of hands, the Chair may exercise a casting vote as well as a deliberative vote.

19.4 Entitlement to vote

(1) Individual members and Life members are entitled to vote at any general meeting.

(2) An Individual member is not entitled to vote at any general meeting unless all moneys due and payable by such member to AAIR have been paid.

(3) Patrons, Honorary members, and Retired members are not entitled to vote at any general meeting.

20. PROXIES

20.1 Right to appoint proxy

Each member is entitled to appoint another member as a proxy by notice in writing and signed by the person making the appointment and given to the Secretary not less than one day before the meeting.

20.2 Another member

A proxy must be another member entitled to be present and vote at the general meeting.

21. MINUTES OF GENERAL MEETINGS

Minutes of all resolutions and proceedings at general meetings shall be made and kept by the Secretary or delegate of the Secretary. Any such minutes shall be signed by the Chair of the meeting to which it relates, or by the Chair of the next succeeding meeting, and if purporting to be so signed shall be receivable as prima facie evidence of the facts therein stated.

Part 5: The Executive Committee

22. THE EXECUTIVE COMMITTEE

22.1 Management of AAIR

The business and affairs of AAIR shall be managed by the Executive Committee constituted as provided in Rule 24.

22.2 Powers and responsibilities

The Committee:

(1) shall control and manage the business and affairs of AAIR

(2) may, subject to these Rules, the Regulations and the Act, exercise all such powers and functions as may be exercised by AAIR other than those powers and functions that are required by these Rules to be exercised by general meetings

(3) may appoint such subcommittees as are deemed expedient, and may delegate any of its duties to such subcommittees

(4) subject to these Rules, the Regulations and the Act, has power to perform all such acts and things as appear to the Committee to be essential for the proper management of the business and affairs of AAIR

(5) may, as necessary, enter into agreements with research or educational organisations to assist in achieving the purposes of AAIR in accordance with Rule 4(8)(b) of these Rules

(6) may appoint staff for AAIR as may be determined by the Committee for a period of time and on such other terms and conditions as may be determined by the Committee, and periodically review the appointment

(7) shall appoint the current President as signatory and two others, namely the Vice-President, Secretary or Treasurer in the first instance, or an ordinary committee member if necessary.

23. OFFICERS OF AAIR

23.1 Officers

The officers shall be:

(1) a President

(2) a Vice-President

(3) the Immediate Past-President (if not elected to another office)

(4) an Honorary Treasurer

(5) an Honorary Secretary.

23.2 Acting President

In the event of the absence or inability to act of the President, the Vice-President shall become Acting President.

In the event of the absence or inability to act of both the President and the Vice-President, the remaining members of the Committee may from amongst themselves appoint an Acting President.

23.3 Election of officers

The provisions of Rule 25, so far as they are applicable and with the necessary modifications, apply to the election of officers.

23.4 Term of office

Each officer of AAIR shall hold office until the conclusion of the second annual general meeting following such officer’s election.

23.5 Casual vacancy

If the office of any officer (other than that of the Immediate Past-President) becomes vacant or is not filled at any election, postal or electronic ballot, or online poll, then the Committee may appoint a person to hold that office during such time as it would have been held by a person if elected to the office, or by the person whose office has become vacant.

23.6 Re-election

Retiring officers are eligible for re-election.

24. EXECUTIVE COMMITTEE

24.1 Composition of the Committee

(1) The Committee shall consist of:

(a) the officers of AAIR

(b) a minimum of 4 ordinary members and maximum of 6 ordinary members of AAIR who are eligible to hold office in AAIR pursuant to these Rules, all of whom shall be elected at an annual general meeting of AAIR or, if the Committee so determines, by a postal or electronic ballot, or online poll coinciding with an annual general meeting

(d) the person appointed by the Committee to be the convener of the next AAIR Annual Forum and/or the next AAIR SIG Forum, or if any of those forums are to be held jointly with other associations, the person appointed by the Committee to be the AAIR representative on the organising committee.

(2) The President may at their discretion, appoint as members of the Committee one or up to 2 additional members of AAIR who are eligible to hold office in AAIR pursuant to these Rules, where less than 6 members have been elected pursuant to Rule 24.1(1). The appointment may be made for such period and on such terms and conditions as the President thinks fit provided that no more than 6 ordinary members hold office at any point in time.

24.2 Term of office

(1) Each officer and ordinary member of AAIR shall hold office until the conclusion of the second annual general meeting following such officers’ election, excluding the Immediate Past-President who, at their discretion, may hold office until either the next or the second annual general meeting after the appointment of the new President.

(2) The term of office of an ordinary member of the Committee appointed pursuant to Rule 24.1(2) shall expire contemporaneously with the term of office of the elected ordinary members of the Committee as provided for in Rule 24.2(1).

24.3 Re-election

Retiring ordinary committee members are eligible for re-election.

24.4 Casual vacancy

If the office of any ordinary member of the Committee becomes vacant or is not filled at any election, postal or electronic ballot, or online poll, then the Committee may appoint a person to that office for the period of time that it would have been held by a person if elected to the office, or by the person whose office has become vacant.

25. ELECTIONS

25.1 Eligibility of candidates

(1) No person shall be eligible for election as an officer or as an ordinary member of the Committee unless such person has been a financial member for a period of at least eleven months pursuant to Rule 24.1(2).

(2) No member shall hold more than one office at the same time save that the Immediate Past-President may again be elected as President, in which event the Committee shall be deemed validly constituted.

25.2 Manner of elections

The Committee must determine whether elections are to be conducted at an annual general meeting or by means of a postal or electronic ballot, or online poll.

25.3 Nominations

Nominations of candidates for election as officers or as ordinary members of the Committee:

(1) must be made in writing, signed by 2 full financial members, and accompanied by the written consent of the candidate (which may be endorsed on the form of nomination)

(2) must state the office for which the nominee is nominated and may state more than one office

(3) must be delivered to the Secretary at least 7 clear days before the annual general meeting or online poll, or in the case of a postal or electronic ballot, by the closing date for nominations advised to members by the Secretary in the call for nominations.

25.4 Invalid nominations

Unless the proposer, seconder and candidate are full financial members or Life members at the time the Secretary receives the nomination, the nomination shall be invalid.

25.5 Retiring officers

(1) A retiring officer or ordinary committee member must advise the Secretary by the closing date for nominations as to whether they wish to stand for re-election to the same office. If such advice is given, the person in question shall be deemed to have been renominated.

(2) Retiring officers or ordinary committee members wishing to stand for an office other than that which they are vacating must be nominated for such office in accordance with Rule 25.3.

25.6 Insufficient nominations

(1) A postal or electronic ballot, or online poll, must not be held if there are no nominations for any one office, or insufficient nominations for ordinary members of the Committee.

(2) In such event, the election must be held at the annual general meeting and, for this purpose, Individual members who are full financial members, and Life members, may propose and second nominations from the floor of the meeting with the consent of the person nominated.

25.7 No ballot required

If the valid nominations received do not exceed the number required to fill the respective offices, then the person or persons nominated shall be declared elected.

25.8 Secret ballots

If the valid nominations received exceed the number required to fill the respective offices, a separate secret ballot must be held for each vacant position. Ballot papers shall be prepared listing the candidates in alphabetical order. Voting will be by simple majority. In the event of an online election, voting shall be by anonymous polls presented to the membership during the online meeting.

25.9 Scrutineers

The ballot shall be counted by 2 or more scrutineers appointed by the Chair of the annual general meeting.

A candidate for any position shall not be a scrutineer. In the event of an equality of votes in favour of two or more candidates, the Chair of the annual general meeting shall draw lots between the candidates having equality of votes.

25.10 Vacation of office

The office of any officer or ordinary committee member shall ipso facto be vacated if the office holder:

(1) becomes bankrupt or enters into a scheme of arrangement or composition with the officer holder’s creditors, or is convicted of a felony

(2) becomes of unsound mind or a person whose person or estate is liable to be dealt with in any way under the law relating to mental health

(3) is absent from 3 consecutive meetings of the Committee without leave of absence from the Committee, and the Committee resolves that the holder’s office be vacated

(4) resigns from office either by email or a signed notice in writing to the Committee of AAIR

(5) becomes prohibited from being a member of the Committee by reason of any order made under the Act

(6) ceases to be a full financial member of AAIR (except in the case of Life members)

(7) dies

(8) is removed from office for any other reasonable reason.

25.11 Removal of Committee or members thereof

(1) A general meeting of AAIR may:

(a) by special resolution remove a committee member from office

(b) elect an eligible member of AAIR to fill the vacant position in accordance with this Rule.

(2) A member who is the subject of a proposed special resolution under Rule 25.11(1)(a) may make representations in writing to the Secretary or President of AAIR (not exceeding a reasonable length) and may request that the representations be provided to the members of AAIR.

(3) The Secretary or the President may give a copy of the representations to each member of AAIR or, if they are not so given, the member may require that they be read out at the meeting at which the special resolution is to be proposed.

26. PROCEDURE OF THE COMMITTEE

26.1 Frequency of meetings

The Committee shall meet at such place and at such intervals as it deems necessary or advisable but shall endeavour (without being obliged to do so) to meet once in each alternate calendar month.

26.2 Special meetings

Special meetings of the Committee may be convened by the President or by any 4 of the members of the Committee.

26.3 Notice of meetings

Notice shall be given to members of the Committee of ordinary meetings and of any special meeting. In the latter case, the notice must specify the general nature of the business to be transacted, and no other business shall be transacted at such meeting without the consent of the Chair.

26.4 Quorum

(1) Any 4 members of the Committee (which must include at least one of President/Vice-President/Immediate Past-President) shall constitute a quorum for the transaction of the business of a meeting of the Committee.

(2) No business shall be transacted unless a quorum is present, and if within half an hour of the time appointed for the meeting a quorum is not present, the meeting shall stand adjourned to an appropriate date, time and place agreed to by a majority of the committee members present.

26.5 Chair

At meetings of the Committee:

(1) the President, or in their absence the Vice-President, shall preside

(2) if the President and the Vice-President are absent, such one of the remaining members of the Committee as may be chosen by the members present shall preside.

26.6 Determination of questions

Questions arising at a meeting of the Committee or of any subcommittee appointed by the Committee shall be determined on a show of hands or ‘ayes’ or, if demanded by a member, by a poll taken in such manner as the person presiding at the meeting may determine.

26.7 Voting

Each committee member present at a meeting of the Committee or of any subcommittee appointed by the Committee (including the person presiding at the meeting) is entitled to one vote and, in the event of an equality of votes on any question, the person presiding the meeting may exercise a second or casting vote.

26.8 Vacancy

Subject to Rule 26.4, the Committee may act notwithstanding any vacancy on the Committee.

26.9 Conduct of meetings using communications media

Meetings of the Committee may be convened and held by way of teleconferencing, videoconferencing, or other medium for electronic communication available for such purpose from time to time as long as:

(1) the number of persons participating and present would represent a quorum for the purposes of these Rules and in accordance with Rule 26.4

(2) due notice of the meeting and of the intention to use a medium of electronic communication has been given to all persons entitled to notice of the meeting

(3) each of the participants acknowledge:

(a) such participant’s presence to the Chair

(b) that the meeting is being convened as a duly constituted meeting

(4) the Chair is satisfied with the identification of each of the participants at the commencement of the meeting and the presence of a quorum

(5) voting of the participants on all issues can be clearly ascertained by the Chair.

No person participating in any meeting conducted pursuant to this rule shall disconnect communication during any meeting without the consent of the Chair, and in default of such consent or proven failure of the connection, all participants at the commencement of the meeting shall be deemed to have been present and to have formed part of the quorum during the whole of that meeting. The Chair shall confirm minutes of the proceedings conducted as aforesaid, and such minutes shall be prima facie evidence of the matters discussed and resolutions passed thereat.

26.10 Delegation

(1) The Committee may delegate any of its powers to subcommittees consisting of such member or members of AAIR as it may from time to time deem fit and may from time to time revoke such delegation.

(2) Any subcommittee so formed shall in the exercise of the powers so delegated conform to any regulation or restriction that may from time to time be imposed upon it by the Committee.

(3) The President shall be an ex-officio member of all such subcommittees.

(4) The meetings and proceedings of any subcommittee consisting of 2 or more members shall be governed by the provisions herein contained for regulating the meetings and proceedings of the Committee so far as the same are applicable thereto.

(5) If the Committee so requires, any subcommittee shall report its business in writing to the Committee.

(6) The Committee may delegate responsibilities within defined portfolios to committee members from time to time. The committee member so appointed to lead a portfolio shall be deemed the leader of that portfolio and may create a working group or subcommittee to assist in supporting the requirements of that role as deemed necessary.

26.11 Conflict of interest

(1) A committee member who has a material personal interest in a matter being considered at a committee meeting must disclose the nature and extent of that interest to the Committee.

(2) The committee member:

(a) must not be present while the matter is being considered at the meeting

(b) must not vote on the matter.

26.12 Minutes of meetings

(1) The Committee must ensure that minutes are taken and kept of each committee meeting.

(2) The minutes must record the following:

(a) the names of the committee members and invited guests in attendance at the meeting;

(b) the business considered at the meeting;

(d) any material personal interest disclosed under Rule 26.11.

26.13 Editorial Board

The Editorial Board is a subcommittee of the Committee. It is the duty of the members of the Editorial Board to ensure that:

(1) editorial procedures and standards for public documents of AAIR are drawn up and maintained

(2) a newsletter, forum proceedings, annual reports, or other publications, be issued to members as shall be determined by the Committee from time to time.

Part 6: Financial Matters

27. FINANCIAL MATTERS

27.1 Funds

The funds of AAIR shall be derived from annual subscriptions, donations, forum registration fees, subsidies, sponsorship, and such other sources as the Committee determines.

27.2 Financial statements

(1) For each financial year, the Committee must ensure that the requirements under the Act relating to the financial statements of AAIR are met.

(2) Without limiting Rule 27.2(1), those requirements include:

(a) the preparation of the financial statements

(b) the review or auditing of the financial statements, if required

(d) submission of the financial statements to the annual general meeting of AAIR

(e) the lodgement of the financial statements and accompanying reports, certificates, statements, and fees with the Registrar.

27.3 Bank accounts and cheques

(1) All moneys received by AAIR from whatever source must be paid forthwith into an account in the name of AAIR with such bank as the Committee may from time to time direct.

(2) All drafts, bills of exchange, promissory notes and other negotiable instruments, other than cheques, shall be signed by 2 members of the Committee, of which one must be the Treasurer.

(3) All cheques or other electronic payments shall be signed or authorised by the Treasurer and by either one other member of the Committee or a financial member of AAIR appointed for this purpose by the Committee.

(4) The designated bank accounts of AAIR shall have three signatories consisting of the Treasurer and two other officers of the Committee, being either the President, Vice-President and/or Secretary in the first instance, or an ordinary committee member if necessary.

27.4 Financial year

The financial year of AAIR shall run from 1 July in a year to 30 June in the next following year.

Part 7: General

28. NOTICES

(1) A notice may be served by the Committee upon any member either personally or by sending it by post or by email to the member at the address shown in the Register of Members.

(2) Where a document is properly addressed and prepaid to a person as a letter, the document shall, unless the contrary is proved, be deemed to have been given to the person at the time at which the letter would have been delivered in the ordinary course of post.

29. EDITOR

The Committee may from time to time appoint a person or persons (whether a member or not) to act as Editor or Editors of AAIR publications. Any such appointment may be made for such period and on such terms and conditions as the Committee deems appropriate, and shall specify the duties and responsibilities.

30. HONORARIA

The Committee may grant honoraria to all or any of the following: The President, the Vice-President, the Secretary, the Treasurer, the Editor, and such other persons as it sees fit. The amount of such honoraria may be prescribed by the Committee from time to time in the bylaws.

31. CUSTODY OF RECORDS

Except as otherwise provided in these Rules, all books, documents, and securities of AAIR shall be kept in the custody and control of the Secretary or a delegate of the Secretary. The office(s) of AAIR shall be located at such place as shall be determined by the Committee from time to time.

32. CODE OF ETHICS AND PROFESSIONAL CONDUCT

(1) The Committee may from time to time adopt a Code of Ethics and Professional Conduct which upon ratification by AAIR in a general meeting (or by referendum) shall be binding upon all members.

(2) Upon ratification of a Code of Ethics and Professional Conduct or the ratification of any amendment or variation of such Code, a copy of the Code, amendment or variation shall be provided to each member and recorded on the AAIR website.

33. ALTERATION OF STATEMENT OF PURPOSES AND RULES

Subject to the Act, these Rules and/or the Statement of Purposes may be altered only in the following manner:

(1) Any member may submit, in writing, a proposed amendment to the Rules and/or Statement of Purposes to the Committee.

(2) (a) Every proposed amendment received by the Committee not less than 21 days before the next general meeting, must be referred to the next general meeting for consideration.

(b) Every proposed amendment received by the Committee less than 21 days before the next general meeting may, if the Committee decides, be referred to the next general meeting but, if not so referred, must be referred to the second next following general meeting.

(3) Not less than 21 days’ notice must be given to members, in accordance with the Rules, specifying the intention to propose the resolution altering the Rules and/or Statement of Purposes as a special resolution.

(4) The proposed amendment is ineffective unless it is passed by special resolution. A declaration by the Chair that the special resolution has been carried is conclusive evidence of the fact unless a poll is demanded.

(5) The Secretary shall, within one month after the passing of the special resolution altering the Rules and/or Statement of Purposes, lodge with the Registrar notice in writing of the special resolution setting out particulars of the alteration together with a declaration signed by at least 2 members of the Committee to the effect that the special resolution was passed in accordance with the Act.

(6) The alteration to the Rules and/or Statement of Purposes takes effect on the date when the Secretary lodges the notice under Rule 33(5).

34. BYLAWS

(1) The Committee may from time to time make, alter and repeal, bylaws consistent with these Rules and the Act, for the proper conduct and management of AAIR, and in particular but without limitation for:

(a) the management and control of business activities, forums and other events, premises and publications of AAIR

(b) the conduct of and the privileges enjoyed by AAIR members

(2) Any bylaws made under these Rules shall come into force and have full authority of a bylaw of AAIR upon the expiration of 14 clear days after being posted to members for notification.

(3) Any bylaw may be set aside by a majority vote of the members in a general meeting.

35. WINDING UP OR CANCELLATION

35.1 Distribution of income and property

(1) The income and property of AAIR shall be used and applied solely in promotion of its purposes, and the exercise of its powers as set out in these Rules and in the Statement of Purposes.

(2) Nothing in these Rules prevents the payment in good faith to members, officers, members of the Committee, contractors or subcontractors of AAIR in respect of:

(a) monies advanced to them by AAIR

(b) monies owing to them by AAIR

(3) Subject to Rule 35.1(2), no income or property of AAIR is to be distributed, paid or transferred directly or indirectly as a dividend, bonus or profit to any member.

35.2 Disposition of surplus assets

If AAIR is wound up or its registration cancelled in accordance with the Act, any property remaining after payment of all debts and liabilities must not be paid to or distributed amongst the members. The remaining property must be given or transferred to a fund, authority or institution having purposes similar to the purposes of AAIR, and which prohibits the distribution of its income and property to its members. The fund, authority or institution:

(1) is to be determined in accordance with a special resolution of the members or, in the absence of a special resolution, by the Registrar, or by a Judge of the Supreme Court as may have or acquire jurisdiction in the matter

(2) must be approved by the Commissioner of Taxation as a fund, authority or institution under the Income Tax Assessment Act 1997.

36. TRADING

AAIR is authorised to trade in accordance with the Act.