Constitution

The CSAA was incorporated in 1997 under the ACT’s Association’s Incorporation Act (1991)

Preliminary
Membership
The Council
Meetings
Miscellaneous

Preliminary

1. NAME
The name of the association shall be the Chinese Studies Association of Australia Incorporated (hereafter CSAA Inc.).

2. OBJECTS AND POWERS
CSAA Inc. is established to encourage the study, research and teaching of Chinese Studies including anthropology, economics, geography, history, language, law, linguistics, politics, sociology, literature and other aspects of Chinese society or culture.

To achieve these objects, CSAA Inc. may convene conferences and seminars, sponsor a research journal, extend invitations to scholars of the region to visit and lecture in Australia and undertake any other activities deemed appropriate by the Council or the members of CSAA Inc. at a General Meeting.

The Association shall liaise closely with government departments and other appropriate official bodies at Commonwealth and State levels regarding the teaching of the Chinese language and culture at educational institutions and other relevant issues of interest to the Association. It will work in co-operation with the Asian Studies Association of Australia to ensure that its aims are promulgated and that it always has a significant input on matters relating to Chinese Studies in Australia.

3. INTERPRETATION
(1) In these rules, unless a contrary intention appears –
“the Act” means the Associations Incorporation Act 1991 (ACT);
“the Regulations” means the Associations Incorporation Regulations (ACT).
“financial year” means the year ending 30 April;
“member” means a member, however described, of CSAA Inc;
“Secretary” means the person holding office under these rules as Secretary of CSAA Inc;
“Treasurer” means the person holding office under these rules as Treasurer of CSAA Inc. or, where no such person holds that office, the Public Officer of CSAA Inc appointed under the provisions of the ACT;
(2) In these rules –
(a) a reference to a function includes a reference to a power, authority and duty; and
(b) a reference to the exercise of a function includes, where the function is a power, authority or duty, a reference to the exercise of the power or authority or the performance of the duty.
(3) The provisions of the Interpretation Act 1967 apply to and in respect of these rules in the same manner as those provisions would so apply if these rules were an instrument made under the Act.

Membership

4. MEMBERSHIP QUALIFICATIONS
(1) Membership of CSAA Inc. shall be open to all who study, research, teach or possess a professional interest in Chinese Studies.
(2) All applications for membership shall be in the form prescribed by the Council and be accompanied by the prescribed membership fee.

5. CATEGORIES OF MEMBERS
There shall be three categories of members:
(1) ordinary members, who shall comprise such persons as wish to join CSAA Inc. and have paid the annual subscription fee fixed by CSAA Inc;
(2) members who are students or who are otherwise not in full-time employment , who shall comprise such full or part time secondary and tertiary students not in receipt of a full time income, as wish to join CSAA Inc., or others who are not in full-time employment, and have paid the annual student subscription fee Student members shall enjoy all the rights and privileges of membership but shall not hold office in CSAA Inc., except that one member of the Council shall be a student member of CSAA Inc
(3) corporate members, who shall comprise such learned institutions, academic bodies and other interested organisations who wish to join CSAA Inc. and have paid the annual corporate subscription fee fixed by CSAA Inc for corporate members. Corporate members may appoint one person to attend meetings, including General Meetings and Annual General Meetings as the delegate of the organisation. Such delegate shall be entitled to exercise the voting rights of the member organisation. Corporate members shall enjoy all the rights and privileges of membership but shall not be elected to a position of the Council of CSAA Inc.

6. REGISTER OF MEMBERS
The Treasurer shall keep and maintain a Register of Members in which shall be entered the full name and address of each member and the register shall be available for inspection by members at the registered office of the Association.

7. MEMBERSHIP ENTITLEMENTS NOT TRANSFERABLE
A right or privilege which a person or organisation has by virtue of being a member of CSAA Inc. –
(a) is not capable of being transferred or transmitted to another person or organisation; and
(b) terminates upon cessation of that person’s or organisation’s membership.

8. CESSATION OF MEMBERSHIP
(1) A person or organisation shall cease to be a member of CSAA Inc. if:
(a) that person or organisation has membership fees in arrears for a period of three months or more; or
(b) that person or organisation resigns membership by giving notice in writing to the Treasurer, in which case resignation shall take effect from the time such notice is received by the Treasurer, unless a later date is specified in the notice, in which case resignation shall take effect from the specified date; or
(c) if the member is expelled from CSAA Inc: in accordance with Rule 10; or
(d) that person dies or, in the case of an organisation, is wound up.
(2) Where a person ceases to be a member of CSAA Inc., the Secretary Treasurer shall record this appropriately in the File of membership forms.

9. MEMBERSHIP FEES
(1) Every member shall pay an annual membership fee for their respective category of membership.
(2) The membership fees shall be such sums determined at the inaugural meeting of CSAA Inc. and shall be reviewable at any General Meeting of CSAA Inc. Differentiated individual, non-full-time salaried and corporate membership fees may be imposed.

10. MEMBERS’ LIABILITY
The liability of a member to contribute towards the payment of the debts and liabilities of CSAA Inc. or the costs, charges and expenses of the winding up of CSAA Inc. is limited to the amount, if any, unpaid by the member in respect of membership of CSAA Inc., as required by Rule 8.

11. DISCIPLINING OF MEMBERS
(1) Where the Council determines that a member’s conduct is injurious or prejudicial to the character or interests of CSAA Inc., it may resolve to terminate that person’s or organisation’s membership.
(2) In such a case, the member concerned shall be given a full and fair opportunity to present a case in writing, orally or both against the termination of membership at the meeting of the Council considering the termination of such member’s membership.
(3) If the Council resolves to terminate the membership, the Treasurer shall advise of such termination in writing.

12. RIGHT OF APPEAL OF DISCIPLINED MEMBER
(1) A member may appeal to the other members of CSAA Inc. against a resolution of the Council made under Rule 10, within 7 days after receiving notice of such resolution, by lodging with the Secretary notice to this effect.
(2) Upon receipt of such notice, the Secretary shall convene a General Meeting of CSAA Inc. to be held within two months after the date on which the Secretary received the notice or as soon as possible after that date.
(3) Subject to Section 50 of the Act, at a General Meeting of CSAA Inc. convened for this purpose –
(a) no business other than the question of the appeal shall be transacted;
(b) the Council and the member shall be given the opportunity to make representations in relation to the appeal orally or in writing, or both; and
(c) the members present shall vote by secret ballot on the question of whether the resolution of the Council to terminate the person’s or organisation’s membership shall be revoked.
The Council

13. POWERS OF THE COUNCIL
The Council, subject to the Act, the Regulations, these Rules and to any other resolution passed by CSAA Inc. in General Meeting –
(a) shall control and manage the affairs of CSAA Inc.;
(b) may exercise all such functions as may be exercised by CSAA Inc. other than those functions that are required by these Rules to be exercised by CSAA Inc. in General Meeting; and
(c) has power to perform all such acts and do all such things as appear to the Council to be necessary or desirable for the proper management of the affairs of CSAA Inc.

14. CONSTITUTION AND MEMBERSHIP
(1) The Council shall comprise eight members, of whom seven shall be ordinary members and one shall be a student member of CSAA Inc.
(2) The Council shall consist of the following positions:
(a) one President of CSAA Inc., elected by the ordinary members of CSAA Inc.; the President, after holding office for two years, shall be eligible for re-election to a second term, but shall not be re-elected more than once.
(b) one Secretary of CSAA Inc., elected by the ordinary members of CSAA Inc.; the Secretary, after holding office for two years, shall be eligible for re-election to a second term, but shall not be re-elected more than once.
(c) one Treasurer of CSAA Inc., elected by the ordinary members of CSAA Inc.; the Treasurer, after holding office for two years, shall be eligible for re-election to a second term, but shall not be re-elected more than once.
(d) one student Council member, elected by the student members of CSAA Inc.;
(e) three ordinary Council members, elected by the ordinary members of CSAA Inc.; and
(f) the Editor of the Newsletter, referred to in Rule 29.
(3) The Council shall have the power to appoint corresponding members to assist in its work. Corresponding members shall be non-voting members of the Council.
(4) In the event of a vacancy in the membership of the Council, the Council shall have the power to co-opt a member of CSAA Inc. to fill the vacancy. The co-opted member’s term on the Council shall end when the term of office of the current Council ends.
(5) Members of Council shall be qualified for and shall hold office in accordance with the provisions of the Act, particularly Sections 60-63 and 65.

15. ELECTION OF COUNCIL
(1) An election for the Council shall be held by postal ballot every two years.
(2) The Secretary shall call for nominations for election to the positions on the Council at least one month prior to the ballot.
(3) Nominations of candidates shall be made in writing, signed by one member of CSAA Inc. and accompanied by the written consent of the candidate. Nominations shall be delivered to the Secretary at least 7 days prior to the ballot.
(4) The election shall be by secret ballot in such form determined by the Council.
(5) If insufficient nominations are received to fill all positions on the Council, the candidates nominated shall be deemed to be elected and those councillors elected should have the executive power to co-opt councillors to fill the remaining vacant positions.
(6) One additional member may be appointed at the discretion of the elected councillors, to ensure, where necessary, the equitable representation of the various geographical areas of Australia.
(7) Where the Secretary is a candidate in the ballot, the Council may appoint another person to act as returning officer for the election.

16. THE SECRETARY
(1) The Secretary shall:
(a) keep minutes of all elections and appointments of members of the Council;
(b) keep minutes of all proceedings at Council meetings, General Meetings and Annual General Meetings of CSAA Inc. The minutes of proceedings at a meeting shall be signed by the Chairperson of the meeting or by the Chairperson of the following meeting;
(2) The Council may allocate funds for administrative assistance for the Secretary to carry out his/her duties for CSAA Inc.

17. THE TREASURER
(1) The Treasurer shall:
(a) be the Public Officer of CSAA Inc in accordance with the Act. Where the Treasurer is not a resident of the Australian Capital Territory, the Council shall appoint an ordinary member of CSAA Inc. who is a resident of the Australian Capital Territory to be its Public Officer.
(b) nominate his or her address as the registered office of CSAA Inc. Where the Treasurer is not a resident of the Australian Capital Territory, the Council shall nominate the address of the public officer (appointed under Subrule 15(1)(a)) as the registered office of CSAA Inc.
(c) collect and receive all monies due to CSAA Inc. and make all payments authorised by CSAA Inc.; and
(d) keep correct accounts and books in accordance with the Act, showing the financial affairs of CSAA Inc. with full details of all receipts and expenditures connected with the activities of CSAA Inc.
(2) The Council may allocate funds for administrative assistance for the Treasurer to carry out his/her duties for CSAA Inc.

18. VACANCIES
For the purpose of these rules, a vacancy in the office of a member of the Council occurs if the member:
(a) dies;
(b) ceases to be a member of CSAA Inc;
(c) resigns from office;
(d) suffers from mental or physical incapacity;
(e) is disqualified from office under Section 63(1) of the Act; or
(f) is absent without the consent of the Council from all meetings of the Council for a period of twelve months.

19. RESIGNATION OF MEMBERS OF COUNCIL
A member of the Council may resign from membership of the Council at any time by giving notice in writing to the Secretary. Resignation shall take effect from the time such notice is received by the Secretary, unless a later date is specified in the notice, in which case resignation shall take effect from that later date.

20. FUNCTIONS OF THE COUNCIL
Except as otherwise provided by these Rules and subject of resolutions of the members of CSAA Inc. carried at any General Meeting, the Council:
(a) shall have the general control and management of the administration of the affairs, property and funds of CSAA Inc.;
(b) may exercise all functions as may be exercised by CSAA Inc., other than those functions which are required by these Rules to be exercised by CSAA Inc. in a General Meeting; and
(c) has the power to perform all such acts and do all such things as appear to the Council to be necessary for the proper management of the affairs of CSAA Inc.

21. MEETINGS OF COUNCIL
(1) The Council shall meet at least once every twelve months to exercise its functions.
(2) A special meeting of the Council shall be convened by the Secretary or Treasurer on a requisition in writing by not less than three members of the Council. Such requisition shall clearly state the reasons why such special meeting is being convened and the nature of the business to be transacted thereat.
(3) At every meeting of the Council, a simple majority of the number of members elected to (or, in the case of filled vacancies, appointed to) the Council shall constitute a quorum.
(4) Subject to Sub-Rule 19(3), the Council may meet together and regulate its proceedings as it thinks fit, provided that questions arising at any meeting of the Council shall be decided by:
(a) a consensus;
(b) if, in the view of the Chair, a consensus has not been achieved after a reasonable discussion, a majority of votes and, in the case of equality of votes, the question shall be deemed to be decided in the negative;
(c) if requested by any member of the Council, the vote shall be by way of secret ballot and the meeting shall appoint two persons to conduct the secret ballot.
(5) A member of the Council shall not vote in respect of any contract or any proposed contract with CSAA Inc. in which such member has an interest, or any matter arising out of an interest, and if such member does vote, the vote shall not be counted.
(6) Not less than 14 days notice shall be given by the secretary to members of the Council of any special meeting of the Council. Such notice shall clearly state the nature of the business to be transacted at the special meeting.
(7) Any meeting of the Council shall appoint a Chairperson.
(8) If within half an hour from the time appointed for the commencement of a meeting of the Council, a quorum is not present, the meeting, if convened upon the requisition of members of the Council, shall lapse. In any other case, it shall stand adjourned to the same day in the next week at the same time and place, or to such other time and place as the Council may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the commencement of the meeting, the meeting shall lapse.

22. CORRECTION OF IRREGULARITIES
All acts done by any meeting of the Council shall notwithstanding that it is afterwards discovered that there was some defect in the appointment of any member of the Council or the member acting as aforesaid, or that any of the members of the Council were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a member of the Council.

General and Annual General Meetings

23. ANNUAL GENERAL MEETINGS – HOLDING OF
(1) With the exception of the first Annual General Meeting of CSAA Inc., CSAA Inc. shall, at least once within each calendar year and within the period of 5 months after the expiration of each financial year, convene an Annual General Meeting of the members of CSAA Inc. In those years when CSAA Inc. convenes its Biennial Conference, the Annual General Meeting shall be held at the conference.
(2) CSAA Inc. shall hold its first Annual General Meeting:
(a) within a period of 18 months after its incorporation under the Act; and
(b) within the period of 5 months after the expiration of the first financial year of CSAA Inc.
(3) Sub-Rules 22(1) and 22(2) have effect subject to the powers of the Registrar of Incorporated Associations under Section 120 of the Act in relation to extensions of time.

24. ANNUAL GENERAL MEETINGS – CALLING OF AND BUSINESS AT
(1) The Annual General Meeting of CSAA Inc. shall, subject to the Act, be convened on such date and at such place as the Council thinks fit.
(2) In addition to any other business which may be transacted at an Annual General Meeting, the business of the Annual General Meeting shall be:
(a) to confirm the minutes of the last preceding Annual General Meeting; and
(b) to receive from the Council reports on the activities of CSAA Inc. during the last preceding financial year; and
(c) to receive and consider the statement of accounts and reports that are required to be submitted to members pursuant to Sections 73 and 74 of the Act.
(3) The Secretary shall give notice of an Annual General Meeting to every member of CSAA Inc.

25. REMOVAL OF COUNCIL MEMBERS
CSAA Inc. in General Meeting may by resolution, subject to Section 50 of the Act, remove any member of the Council from the office of member of the Council before the expiration of the member’s term of office.

26. GENERAL MEETINGS – CALLING OF
(1) The Council may, whenever it thinks fit, convene a General Meeting of CSAA Inc.
(2) The Council shall, on the requisition in writing signed by not less than ten members of CSAA Inc and lodged with the Secretary, convene a General Meeting. Such requisition shall clearly state the reasons why such a meeting is being convened and the nature of the business to be transacted thereat.
(3) If the Council fails to convene a General Meeting within two months of the lodgement of a requisition for a General Meeting, any one or more members who made the requisition may convene a General Meeting to be held not later than 3 months after that date.
(4) A General Meeting referred to in Rule 24(3) shall be convened as nearly as practicable in the same manner as General Meetings are convened by the Council and any member who thereby incurs a reasonable expense is entitled to be reimbursed by CSAA Inc.
(5) The Council shall convene a General Meeting in accordance with Rules 10 and 11, on being given notice in writing of an intention to appeal against the decision of the Council to terminate the membership of any person.
(6) The Council shall convene at least one General Meeting each financial year.

27. NOTICE
(1) The Secretary shall convene all General Meetings of CSAA Inc. by giving not less than 14 days notice of any such meeting to the members of CSAA Inc.
(2) The manner by which such notice shall be given shall be determined by the Council, provided that notice of any meeting convened for the purpose of hearing and determining the appeal of a member against the termination of such member’s membership by the Council, shall be given in writing.
(3) Notice of any General Meeting shall clearly state the nature of the business to be transacted thereat.

28. GENERAL MEETINGS – PROCEDURE AND QUORUM
(1) No item of business shall be transacted at a General or Annual General Meeting unless a quorum of members entitled under these rules to vote is present during the time the meeting is considering that item.
(2) Ten members present in person constitute a quorum for the transaction of the business of a General Meeting and Annual General Meeting.
(3) If within half an hour after the appointed time for the commencement of a General Meeting a quorum is not present, the meeting if convened upon the requisition of members shall be dissolved and in any other case shall stand adjourned to the same day in the following week at the same time and at the same place, unless another place is specified at the time of adjournment by the person presiding at the meeting or communicated by written notice to the members given before the day to which the meeting is adjourned. If at the adjourned meeting a quorum is not present within half an hour after the time appointed for the commencement of the meeting, the members present (being not less than three) shall constitute a quorum.
(4) The business of a General Meeting of CSAA Inc. shall be:
(a) to confirm the minutes of the previous General Meeting of CSAA INC.;
(b) to deal with any question, matter or resolution raised by a member of CSAA Inc. including such matters of which the Secretary has received notice in advance of the meeting and matters raised at the meeting.

29. PRESIDING MEMBER
(1) The President of CSAA Inc., or in the absence of the President, the Secretary shall preside at each General Meeting of CSAA Inc.
(2) If the President and Secretary are absent from a General Meeting, the members present shall elect one of their number to preside at the meeting.

30. PROCEDURE AT GENERAL MEETINGS
(1) The Chairperson shall maintain order and conduct the meeting in a proper and orderly manner.
(2) Every question, matter or resolution shall be decided by:
(a) a consensus;
(b) if a consensus cannot be achieved after reasonable discussion a majority of votes and in the case of equality of votes, the question shall be deemed to be decided in the negative; and
(c) voting shall be by show of hands unless a secret ballot is requested by any member in which event there shall be a secret ballot. The meeting shall appoint two persons to conduct the secret ballot.
(3) Where the meeting is called to vote on a question, matter or resolution, votes shall be given personally or by proxy, but no members may hold more than 5 proxy votes.

31. APPOINTMENT OF PROXY VOTES
Each member shall be entitled to appoint another member as proxy in writing, and such authorisation should be given to the Chairperson of the meeting at the commencement of the meeting in respect of which the proxy is appointed. Such proxies shall be limited to matters raised in the notice provided to members and shall be in the form prescribed in the

32. JOURNAL
(1) The Council of CSAA Inc. may determine to publish a journal.
(2) Ordinary members seeking appointment as Editor shall present to the Council a business plan for the period of editorship.
(3) The Editor of such journal shall be appointed by the Council for a period of two years. The Editor may be reappointed for additional terms as Editor.
(4) The Editor of such journal shall have ex officio rights on the Council.
(5) The Council shall establish a Board of Management for such Journal, which shall oversee the publication policy, sources of finance and expenditure necessary for such journal and any other publications produced by CSAA Inc. CSAA Inc. may allocate funding for the production, publication and distribution of such journal.
(6) Annual subscription fees to CSAA Inc. shall include a subscription to such journal.
(7) The accounts for such journal shall be maintained separately from the accounts of CSAA Inc. The Editor of such journal shall be responsible for maintaining the accounts of such journal, which shall be submitted annually for approval by the Council.
(8) Provision may be made for separate subscription to the journal, provided that such subscription fee is always greater than the subscription fee for ordinary membership of CSAA Inc.

Miscellaneous

33. FUNDS – SOURCE
(1) The funds of CSAA Inc. shall be derived from annual subscriptions of members, donations, and, subject to any resolution passed by CSAA Inc. in General Meeting and subject to Section 114 of the Act such other sources as the Council determines.
(2) All money received by CSAA Inc. shall be deposited as soon as practicable and without deduction to the credit of CSAA Inc.’s bank account.
(3) CSAA Inc. shall, as soon as practicable after receiving the money, issue an appropriate receipt.

34. FUNDS – MANAGEMENT
(1) Subject to any resolution passed by CSAA Inc. in General Meeting, the funds of CSAA Inc shall be used in pursuance of the objects of CSAA Inc. in such manner as the Council determines.
(2) All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments shall be signed by the Treasurer and another financial member of CSAA as authorised by the President.
(3) In accordance with Section 74 of the Act, the Council shall each year appoint an Auditor for a period of one year who shall not be a member of the Association. The auditor shall report to the Council after the examination of the Treasurer’s annual report referred as to:
whether the Statement is in agreement with the accounts and records,
whether the Statement, accounts and records give a true and fair picture of the financial affairs of the Association,
such matters arising out of the Statement as the Auditor considers should be reported to the members.

35. RESTRICTION ON PROFITS
The income and assets of CSAA Inc. shall be applied exclusively to the objects of CSAA Inc., and no portion thereof shall be paid or applied directly or indirectly to the members (except by way of bona fide compensation for services actually rendered to CSAA Inc. or by way of reimbursement for authorised expenses incurred on its behalf).

36. ALTERATION OF OBJECTS AND RULES
Neither the objects of CSAA Inc. nor these Rules shall be altered except in accordance with the Act.

37. COMMON SEAL
(1) The Common Seal of CSAA Inc. shall be kept in the custody of the Secretary.
(2) The Common Seal shall not be affixed to any instrument except by the authority of the Council and the afflicting of the Common Seal shall be the signature either of two members of the Council or of one member of the Council and the Secretary.

38. CUSTODY OF BOOKS
Except as otherwise provided in these rules, the Secretary shall keep in his or her custody or under his or her control, all records, books and other documents relating to CSAA Inc.

39. INSPECTION OF BOOKS
The records, books or other documents of the association shall be open to inspection free of charge to a member of CSAA Inc. at any reasonable hour.

40. SERVICE OF NOTICES
(1) For the purpose of these Rules, a notice may be served by or on behalf of CSAA Inc. upon any member either personally or by sending it by post to the member at the members address on the application for membership.
(2) Where a document is sent to a person by properly addressing, prepaying and posting to the person a letter containing the document, the document shall, unless the contrary is proved, be deemed for the purposes of these Rules to have been served on the person at the time at which the letter would have been delivered in the ordinary course of post.

41. SURPLUS PROPERTY
In the event of the winding up or the cancelling of the incorporation of the Association, the assets of the Association shall be disposed of in accordance with the Act.

42. OTHER ORGANISATIONS
CSAA Inc. shall maintain an affiliation with the Asian Studies Association of Australia and other relevant organisations and associations.