NAME OF ASSOCIATION

1.

The name of he Association is The Australasian Association of Professional and Consulting Anthropologists and Archaeologists Incorporated.

DEFINITIONS

2.

In these rules, unless the contrary intention appears - "Committee meeting" means meeting referred to in rule 15(1);

"Committee member" means person referred to in paragraph (a), (b), (c), (d) or (e) of rule 10(1);

"financial year" has the meaning given by section 3(1) of the Act, a reference in that section to –

(a)

"an incorporated association" or "the association" being construed as a reference to the Association; and

(b)

"the committee" being construed as a reference to the Committee;

"general meeting' means a meeting convened under rule 16;

"member" means a member of the Association;

"ordinary resolution" means a resolution other than a special resolution;

"special resolution" has the meaning given by section 24 of the Act;

"the Act" means the Associations Incorporation Act 1987;

"the Association" means the Association referred to in rule 1;

"the Chairperson" means -

(a)

in relation to the proceedings at a Committee meeting or general meeting, the person presiding at the Committee meeting or general meeting in accordance with rule 11; or

(b)

otherwise than in relation to the proceedings referred to in paragraph (a), the person referred to in rule 10 (1) (a) or, if that person is unable to perform his or her functions, the Vice Chairperson;

"the Committee" means the Committee of Management of the Association referred to in rule 10(1);

"the Secretary" means the Secretary referred to in rule 10(1 )(c);

"the Treasurer" means the Treasurer referred to in rule 10(1)(d);

"the Vice-Chairperson" means the Vice-Chairperson referred to in rule 10(1)(b).

OBJECTS OF ASSOCIATION

3.

(1)

The objects of the Association are-

(a)

to foster and encourage communication and cooperation between professional and consulting anthropologists and archaeologists within those areas where the Association conducts its affairs, viz, the geographical region commonly referred to as Australasia;

(b)

to promote the practical application of the disciplines of anthropology and archaeology in the said areas;

(c)

to promulgate rules aimed at fostering ethical and socially responsible conduct by professional and consulting anthropologists and archaeologists operating in the said areas;

(d)

to offer a forum for its members to express their views regarding the proper conduct of the disciplines of anthropology and archaeology in the said areas;

(g)

subject to rule 5, to promote membership of the Association, with a view to achieving objects (a) to (f).

2.

The property and income of the Association shall be applied solely towards the promotion of the objects of the Association and no part of that property or income may be paid or otherwise distributed, directly or indirectly, to members, except in good faith in the promotion of those objects.

POWERS OF ASSOCIATION

4.

Powers conferred on the Association by section 13 of the Act are not subject to any additions, exclusions or modifications.

QUALIFICATION FOR MEMBERSHIP OF THE ASSOCIATION

5.

Rule 5 "Qualifications for Membership" will be as follows:

"5 (1)

Membership of the Association shall be full or associate, as follows: -

(a)

full membership:

(i)

persons who hold an Honours or Postgraduate Degree in anthropology or archaeology and who have worked for at least twelve months in a professional capacity, other than in a teaching institution;

(ii)

persons who hold a degree in anthropology or archaeology and who have worked for at least two years in a professional capacity, other than in a teaching institution;

(iii)

persons who have at least five years documented experience in the fields of professional anthropology or archaeology, whilst working under the supervision of a person or persons as defined in 5(a)(i) or 5(a)(ii).

(b)

associate membership:

(i)

subject to 5(a)(i)-(iii), persons with at least two years documented experience in the fields of professional or consulting anthropology or archaeology;

(ii)

persons who have demonstrated a strong commitment to the aims of the Association and who are endorsed by at least two full members.

REGISTER OF MEMBERS OF ASSOCIATION

6.

(1)

The Secretary shall on behalf of the Association keep and maintain        a register of members in accordance with section 27 of the Act and that register shall be kept and maintained at his or her place of residence.

(2)

The Secretary shall cause the name of a person who dies or who ceases to be a member under rule 7(3), 8(1) or 9 to be deleted from the register of members referred to in subrule (1).

SUBSCRIPTIONS OF MEMBERS OF ASSOCIATION

7.

(1)

The members shall from time to time at a general meeting determine the amount of the subscription to be paid by each member.

(2)

Each member shall pay to the Treasurer, annually on or before 1 July, or each other date as the Committee from time to time determines, the amount of the subscription determined under subrule (1).

(3)

Subject to subrule (4), a member whose subscription is not paid within three months after the relevant date fixed by or under subclause (2) ceases upon the expiry of that period to be a member, unless the Committee decides otherwise.

(4)

A member is a financial member for the purposes of these rules if his or her subscription is paid on or before the relevant date fixed by or under subrule (2) or within three months thereafter.

RESIGNATION OF MEMBERS OF ASSOCIATION

8.

(1)

A member who delivers notice in writing of his or her resignation from the Association to the Secretary or other Committee member ceases upon that delivery to be a member.

(2)

A person who ceases to be a member under subrule (1) remains liable to pay to the Association the amount of any subscription due and payable by that person to the Association but unpaid at the date of the cessation.

EXPULSION OF MEMBERS OF THE ASSOCIATION

9.

(1)

The members of the Association will be highly motivated persons, who will actively pursue its objects as laid out in rule 3, in accordance with its powers in rule 4. Therefore, expulsion of members is unlikely.

(2)

Notwithstanding subrule (1), if the Committee considers that a member should be expelled from membership of the Association because of his or her conduct detrimental to the objects of the Association, the Committee shall communicate in writing to the member advising him or her of-

(a)

the nature of the offensive conduct;

(b)

the intention of the Committee to initiate a motion of expulsion at the next general meeting of the Association

(c)

his or her rights under subsection (3)

(3)

A member is entitled to legal representation in the event of a motion of expulsion being initiated by the Committee. The Association will pay fifty percent (50%) of the costs of such legal representation.

(4)

For a motion of expulsion to succeed at a general meeting a majority of at least two-thirds (66%) of the members attending that meeting shall vote in favour of such motion. Should such majority not be achieved, the motion of expulsion will be deemed to have failed and cannot be reintroduced on the same grounds at a subsequent meeting.

(5)

A member who is expelled under subrule (4) from membership of the Association ceases to be a member fourteen days after the day on which the decision to expel him or her was taken by a general meeting, in accordance with subrule (4).

COMMITTEE OF MANAGEMENT

10.

(1)

The affairs of the Association shall be managed exclusively by a Committee of Management consisting of-

(a)

a Chairperson;

(b)

a Vice-Chairperson;

(c)

a Secretary;

(d)

a Treasurer;

(e)

not less than three other persons,

all of whom shall be full members of the Association elected to membership of the Committee at an annual general meeting of appointed under subrule (9).

(2)

At the commencement of the first annual general meeting to be held after the incorporation of the Association under the Act-

(a)

if the Committee consists of an even number of members, half of that number, which half, or

(b)

if the Committee consists of an odd number of members, the integral number of members nearest to and exceeding, half of that odd number, the members comprised in that integral number, shall be chosen by ballot, shall cease to be Committee members, but shall be eligible for re-election to membership of the Committee.

(3)

At the commencement of each annual general meeting after the annual general meeting referred to in subrule (2) all positions on the Committee of Management shall be declared vacant and a ballot shall be held under the supervision of the outgoing Chairperson or person appointed for that purpose by the outgoing Chairperson for all vacant positions.

(4)

A candidate for any vacant position will be deemed to be such if proposed by one member of the Association and seconded by another member of the Association.

(5)

A candidate for any vacant position will be deemed to be elected to that position if he or she receives at least fifty-one percent (51 %) of the votes of the members attending the annual general meeting.

(6)

Voting will be by show of hands.

(7)

Outgoing members of the Committee of Management will be eligible for re-election, subject to subrule (8) below.

(8)

No member will hold the same position on the Committee of Management for more than two successive terms of office.

(9)

When a casual vacancy within the meaning of rule 14 occurs within the membership of the Committee-

(a)

the Committee may appoint a member to fill that vacancy; and

(b)

a member appointed under this subrule shall­

(i)

hold office until the commencement of; and

(ii)

be eligible for election to membership of the Committee at the next following annual general meeting.

CHAIRPERSON

11.

(1)

Subject to this rule, the Chairperson shall preside at all general meetings and Committee meetings.

(2)

In the event of the absence from-

(a)

a general meeting of­

(i)

the Chairperson, the Vice-Chairperson; or

(ii)

both the Chairperson and the Vice-Chairperson, a member elected by the other members present at the general meeting; or

(b)

a Committee meeting of­

(i)

the Chairperson, the Vice-Chairperson; or

(ii)

both the Chairperson and the Vice-Chairperson, a Committee member elected by the other Committee members present.

shall preside at the general meeting or Committee meeting, as the case requires.

SECRETARY

12.

The Secretary shall:

(a)

coordinate the correspondence of the Association;

(b)

keep full and exact minutes of the proceedings of the Committee and of the Association;

(c)

comply on behalf of the Association with­

(i)

section 27 of the Act in respect of the members of the Association;

(ii)

section 28 of the Act in respect of the rules of the Association;

and

(iii)

section 29 of the Act in respect of the record of the officeholders, and any trustees, of the Association;

(d)

have custody of all books, documents, records and registers of the Association, including those referred to in paragraph (c), other than those required by rule 13 to be kept and maintained by, or in the custody of, the Treasurer, and

(e)

perform such other duties as are imposed by these rules upon the Secretary.

(f)

subrule of be added as per minutes.

TREASURER

13.

The Treasurer shall:

(a)

be responsible for the receipt of all monies paid to or received by, or by him or her on behalf of, the Association and shall issue receipts for those monies on behalf of the Association;

(b)

pay all monies referred to in paragraph (a) into such account or accounts of the Association as the Committee may from time to time direct;

(c)

make payments from the funds of the Association with the authority of a general meeting or of the Committee and in so doing ensure that all cheques are signed by two Committee members other than himself or herself, as appointed by the Committee;

(d)

comply on behalf of the Association with sections 25 and 26 of the Act in respect of the accounting records of the Association;

(e)

whenever directed to do so by the Chairperson, submit to the Committee a report, balance sheet or financial statement in accordance with that direction;

(f)

have custody of all securities, books and documents of a financial nature and accounting records of the Association, including those referred to in paragraphs (d) and (e); and

(g)

perform such other duties as are imposed by these rules on the Treasurer.

CASUAL VACANCIES IN MEMBERSHIP OF THE COMMITTEE

14.

A casual vacancy occurs in the office of a Committee member and that office becomes vacant if the Committee member­

(a)

dies;

(b)

resigns by notice in writing delivered to the Chairperson or, if the Committee member is the Chairperson, to the Vice-Chairperson;

(c)

is convicted of an offence under the Act;

(d)

is permanently incapacitated by mental of physical ill-health;

(e)

is absent for more than -

(i)

three consecutive Committee meetings, or

(ii)

three Committee meetings in the same financial year.

(f)

ceases to be a member of the Association.

PROCEEDINGS OF COMMITTEE

15.

(1)

The Committee shall meet together for the dispatch of business not less than once in each three calendar months and the Chairperson and/or Secretary may at any time convene a meeting of the Committee.

(2)

Each Committee member has a deliberative vote.

(3)

A question arising at a Committee meeting shall be decided by a majority of votes, but, if there is an equality of votes, the person presiding at the Committee meeting shall have a casting vote in addition to his or her deliberative vote.

(4)

At a Committee meeting, five Committee members constitute a quorum.

(5)

Subject to these rules, the procedure and order of business to be followed at a Committee meeting shall be determined by the Committee members present at the Committee meeting.

(6)

A Committee member having any direct or indirect pecuniary interest referred to in section 21 or 22 of the Act shall comply with that section of the Act.

GENERAL MEETINGS

16.

(1)

The Committee -

(a)

may at any time convene a special general meeting;

(b)

shall convene annual general meetings within the time limits provided for the holding of annual general meetings by section 23 of the Act; and

(c)

shall, within thirty days of­

(i)

receiving a request to do so in writing from not less than ten members, convene a special general meeting for the purpose(s) specified in that request.

(2)

The members making a request referred to in subrule (1) (c) (i) shall -

(a)

state in that request the purpose for which the special general meeting is required, and

(b)

sign the request.

(3)

If a special general meeting is not convened within the relevant period of thirty days referred to in subrule (1)(c)(i), the members who made the request concerned may themselves convene a special general meeting as if they were the Committee.

(4)

When a special general meeting is convened under subrule (3)-

(a)

the Committee shall ensure that the members convening the special general meeting are supplied free of charge with particulars of all members; and

(b)

the Association shall pay the reasonable expenses of convening and holding the special general meeting. The term "reasonable expenses" shall be taken to include telephone calls within the Perth Metropolitan Area, standard postage rates or facsimile transmissions to all other areas. It shall not be taken to include transport, travel or accommodation for members.

(5)

Subject to subrule (8), the Secretary shall give to all members not less than fourteen days notice to a general meeting and of any motions to be moved at that general meeting.

(6)

A notice given under subrule (5) shall specify-

(a)

when and where the general meeting is to be held; and

(b)

particulars of the business to be transacted at the general meeting concerned and the order in which that business is to be transacted.

(7)

Subject only to subrule 10(2), in the case of an annual general meeting, the order in which business is to be transacted is-

(a)

first, expressions of gratitude to the outgoing Committee and declaration of the vacancy of all Committee positions;

(b)

second, the consideration of the accounts and reports of the outgoing Committee;

(c)

third, the election of Committee members to replace outgoing Committee members;

(d)

fourth, any other business requiring consideration by the Association in a general meeting.

(8)

The Secretary shall give to all members not less than 21 days notice of a general meeting at which a special resolution is to be proposed and of any other motions to be moved at that general meeting. Such notice shall be deemed to be properly effected if sufficiently addressed and posted to members by ordinary prepaid mail.

(9)

Notwithstanding subrules (1) to (8), the Committee may call social meetings of the Association for the furtherance of discussions and the furtherance of the Objects of the Association as set out in rule 3, as directed by the members of the Association at annual or special general meetings.

QUORUM IN PROCEEDINGS AT GENERAL MEETINGS

17.

(1)

At a General Meeting, four members present in person or by proxy constitute a quorum.

(2)

If within thirty minutes after the time specified for the holding of a
general meeting a quorum is not present, that meeting stands
adjourned to the same time on the same day in the following week
and to the same venue.

(3)

If within thirty minutes of the time appointed by subrule (2) for the resumption of an adjourned general meeting a quorum is not present, the members who are present in person or by proxy may nevertheless proceed with the business of that general meeting as if a quorum were present, subject only to subrule (4).

(4)

If part or all of the business to be considered by a general meeting is a notice of expulsion as set out in rule 9, such meeting shall not proceed unless an absolute quorum is present.

(5)

The Chairperson may, with the consent of a general meeting at which a quorum is present, and shall, if so directed by such a general meeting, adjourn that general meeting from time to time and from place to place.

(6)

There shall not be transacted at an adjourned general meeting any business other than business left unfinished or on the agenda at the time when the general meeting was adjourned.

(7)

When a general meeting is adjourned for a period of thirty days or more, the Secretary shall give notice of the adjourned general meeting as if that general meeting were a fresh general meeting.

(8)

Subject only to rule 9(4), at a general meeting­

(a)

an ordinary resolution put to the vote shall be decided by a majority of votes cast on a show of hands; and

(b)

a special resolution put to the vote shall be decided in accordance with section 24 of the Act.

(9)

The show of hands shall be assessed by the Chairperson and verified by the Vice-Chairperson. In the event of a disagreement between both tallies, should such disagreement be such as to affect the outcome of the vote, a further show of hands shall be called for and the Secretary shall assist in this final count.

MINUTES OF MEETING OF ASSOCIATION

18.

(1)

The Secretary shall cause proper minutes of all proceedings of all general meetings and Committee meetings to be taken and then to be entered within thirty days of the holding of each general meeting or Committee meeting, as the case requires, in a minute book kept for that purpose.

(2)

The Chairperson shall ensure that the minutes taken of a general meeting or Committee meeting under subrule (1) are checked and signed as correct by the Chairperson of the general meeting or Committee meeting to which those minutes relate or of the next succeeding general meeting or Committee meeting, as the case requires.

(3)

When minutes have been entered and signed as correct under this rule, they shall, until the contrary is proved, be evidence that-

(a)

the general meeting or Committee meeting to which they relate (in this subrule called "the meeting") was duly convened and held;

(b)

all proceedings recorded as having taken place at the meeting did in fact take place thereat; and

(c)

the appointments or elections purporting to have been made at the meeting have been validly made.

VOTING RIGHTS OF MEMBERS OF ASSOCIATION

19.

(1)

Subject to these rules, each full member present in person or by proxy at a general meeting is entitled to a deliberative vote.

(2)

A member (in this rule called the "appointing member") may appoint in writing another member to be the proxy of the appointing member and to attend and vote on behalf of the appointing member at any general meeting. The letter(s) of appointment shall be presented to the Chairperson in advance of the meeting in question and will be retained by the Secretary for inclusion in the minutes of the meeting.

(3)

A letter of appointment shall state the date of the meeting for which it is valid, and its validity shall be deemed to expire at the cessation of that meeting.

20.

(1)

The Association may alter, rescind or add to these rules, or make rules additional to these rules, in accordance with the procedure set out in sections 17,18 and 19 of the Act.

(2)

The Association may enact a code of professional ethics in accordance with subrule (1).

(3)

These rules bind every member and the Association to the same extent as if every member and the Association has signed and sealed these rules and agreed to be bound by all their provisions.

COMMON SEAL OF THE ASSOCIATION

21.

(1)

The Association shall have a common seal on which its corporate name shall appear in legible characters.

(2)

The common seal of the Association shall not be used without the express authority of the Committee and every use of that common seal shall be recorded in the minute book referred to in rule 18.

(3)

The affixing of the common seal of the Association shall be witnessed by any two of the Chairperson, Secretary and Treasurer.

(4)

The common seal of the Association shall be kept in the custody of the Secretary or of such other person as the Committee from time to time decides.

INSPECTION OF RECORDS OF ASSOCIATION

22.

A member may at any reasonable time inspect without charge the books, documents, records and securities of the Association. A member may also photocopy such records under the supervision of the Secretary or Treasurer, as appropriate.

DISTRIBUTION OF PROPERTY ON WINDING UP OF ASSOCIATION

23.

If, on the winding up of the Association, any property of the Association remains after satisfaction of the debts and liabilities of the Association and the costs, charges and expenses of what winding up, that property shall be distributed:

(a)

to another incorporated association having objects similar to the Association; or

(b)

for charitable or benevolent purposes, which incorporated association or purposes, as the case requires shall be determined by resolution of the members when authorising and directing the Committee under section 33(3) of the Act to prepare a distribution plan for the distribution of the surplus property of the Association