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AUSTRALIAN PROFESSIONAL CARERS

ASSOCIATION AND REGISTRATION BOARD

APCARB

CONSTITUTION
October 2017

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1. NAME....................................................................................................................................... 2
2. STATEMENT OF PURPOSE........................................................................................................ 3
3. DEFINITIONS & INTERPRETATIONS.......................................................................................... 3
4. CATEGORIES OF MEMBERSHIP ................................................................................................ 5
5. CESSATION OF MEMBERSHIP .................................................................................................. 5
6. DISCIPLINE, SUSPENSION AND EXPULSION OF MEMBERS ...................................................... 6
7. DISPUTES AND MEDIATION ..................................................................................................... 9
8. FEES ......................................................................................................................................... 9
9. CALLS ..................................................................................................................................... 10
10. FUNDS.................................................................................................................................... 10
11. PAYMENTS ............................................................................................................................. 10
12. ANNUAL GENERAL MEETINGS ............................................................................................... 11
13. SPECIAL GENERAL MEETINGS ................................................................................................ 11
14. NOTICE OF GENERAL MEETINGS ........................................................................................... 11
15. PROCEEDINGS AT GENERAL MEETINGS ................................................................................ 12
16. VOTING RIGHTS AT GENERAL MEETINGS .............................................................................. 13
17. PROXIES ................................................................................................................................. 13
18. BOARD OF MANAGEMENT .................................................................................................... 13
19. ELECTION OF BOARD MEMBERS ........................................................................................... 14
20. TERM OF BOARD MEMBERS .................................................................................................. 15
21. APPOINTMENT AND TERM OF EXECUTIVE ............................................................................ 15
22. VACANCIES ............................................................................................................................ 15
23. CASUAL VACANCIES ............................................................................................................... 15
24. MEETINGS OF THE BOARD .................................................................................................... 16
25. NOTICE OF BOARD MEETINGS ............................................................................................... 16
26. QUORUM FOR BOARD MEETINGS ......................................................................................... 16
27. PRESIDING AT BOARD MEETINGS.......................................................................................... 16
28. VOTING AT BOARD MEETINGS .............................................................................................. 17
29. REMOVAL OF BOARD MEMBER............................................................................................. 17
30. MINUTES OF MEETINGS ........................................................................................................ 17
31. SUB-COMMITTEES ................................................................................................................. 17
32. INDEMNITY ............................................................................................................................ 18
33. ALTERATION OF RULES AND STATEMENT OF PURPOSES ...................................................... 18
34. NOTICES ................................................................................................................................. 18
35. MEMBERS REGISTER.............................................................................................................. 18
36. PROFITS DISTRIBUTION AND WINDING UP ........................................................................... 19
37. CUSTODY, RETURN AND INSPECTION OF BOOKS AND RECORDS ......................................... 19
38. MANAGER & SECRETARY ...........................................................Error! Bookmark not defined.
39. LIQUOR & GAMING PROVISIONS ..............................................Error! Bookmark not defined.
40. TRANSITION ........................................................................................................................... 20

1. NAME

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APCARB Constitution October 2017
The name of the incorporated association is the Australian Professional Carers
Association and Registration Board (“APCARB”).

2. STATEMENT OF PURPOSE
2.1 The purposes for which APCARB is established are:
(a) to protect the public, and in particular consumers of care services;
(b) to formally recognise all trained carers working in aged care and health
facilities, personal homes and the community;
(c) to promote, benefit and protect the interests of trained carers in Australia;
(d) to raise the profile, professionalism and accountability of trained carers;
(e) to promote the respect, confidence and recognition of trained carers and
the work they perform amongst the community and particularly other
health professionals;
(f) to provide a forum for Members to discuss and consider issues affecting
their common and separate interests as trained carers;
(g) to provide a professional association that brings together all workers in the
care sector;
(h) to set standards of training for qualification of carers;
(i) to set standards of service delivery by carers;
(j) to provide a registration system for trained carers;
(k) to do all things that are incidental or conducive to the attainment of the
purposes or any of them.

3. DEFINITIONS & INTERPRETATIONS


3.1 In these Rules, unless the contrary intention appears -

the expression: Means:

Act Associations Incorporations Reform Act 2012

Annual General a general meeting held in accordance with Rule 13


Meeting

Board the board of APCARB elected in accordance with these


Rules

Chairman Person chairing the meeting in accordance with these


Rules

Financial year the year ending on 30 June

General Meeting an Annual General Meeting or a Special General Meeting

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Member a member of APCARB

Membership Criteria criteria set by the Board from time to time that must be
met by persons applying for Affiliated Membership
including:
(a) educational qualifications;
(b) standards of conduct
(c) if relevant working with children and police
certification

Members Register the register of Members established and maintained


under Rule 37

Regulations the regulations under the Act

Relevant Documents same as in the Act

Relevant Fee any fees due under these Rules and/or due to APCARB for
registration or services provided

Renewal Criteria criteria set by the Board from time to time that must be
met by Affiliated Members seeking to renew their
Affiliated Membership including:
(a) continuing professional development;
(b) educational qualifications;
(c) standards of conduct;
(d) continued industry involvement;
(e) if relevant working with children and police
certification

Rules this constitution

Secretary the person elected to the position of Secretary in


accordance with Rule 23 who is the secretary for the
purposes of the Act, and if there is a vacancy in the
position of Secretary, the person nominated by the Board
to perform the duties assigned to the secretary under
these Rules or the Act

Special General a meeting held in accordance with Rule 14


Meeting

Special Resolution same as in the Act

3.2 If these Rules provide for the Board to do anything or make an appointment or
determination or act in any way - it means that the Board may also revoke and/or

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change that action or appointment or determination from time to time.
3.3 In these Rules unless the context indicates otherwise:
(a) words in the singular imply the plural and vice versa;
(b) words implying the masculine gender include the feminine gender and vice
versa;
(c) a reference to a statute or a statutory provision will include any statute or
statutory provision that amends, extends, consolidates or replaces the same
and any orders, regulations, instruments or other subordinate legislation
made under it;
(d) if an expression is defined, grammatical derivatives of that expression have
a corresponding meaning; and
(e) expressions like ‘includes’, ‘including’, ‘e.g.’ and ‘such as’ are not words of
limitation. Any examples that follow them are not to be taken as an
exhaustive list.
3.4 If any dispute occurs as to the interpretation of any of these Rules, the dispute will
be referred to the Board whose decision will be binding on all Members unless and
until that decision is reversed or altered by Law.

4. CATEGORIES OF MEMBERSHIP
4.1 Full Members
Any person over the age of 18 is eligible to apply for Full Membership.
4.2 Affilated Members
4.3 Any person over the age of 18 who has met the Membership Criteria for Affiliated
Membership is eligible to apply for Affiliated Membership.
4.4 Affiliated Members are required to meet the Renewal Criteria each year prior to
renewing their Affiliated Membership.
4.5 An Affiliated Member who does not meet the Renewal Criteria prior to 1 August in
any year will cease to be an Affiliated Member on 1 August, subject to Rule 9.6.
4.6 The Board may impose conditions on an Affiliated Member’s membership or
renewal of membership.
4.7 Non-compliance by an Affiliated Member with any conditions imposed under Rule
4.6 will be a matter for consideration under Rule 7

5. NOMINATION FOR MEMBERSHIP


5.1 An application for Membership will be:
(a) in writing in the form approved by the Board;
(b) accompanied by:
(i) the required application fee (if any);
(ii) the annual subscription for the year of application or the pro-rata
annual subscription for the year of application; and

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(iii) any information required by the Board;
and
(c) lodged with the Secretary.
5.2 As soon as practicable after receipt of an application form the Secretary will refer
the application to the Board.
5.3 The Board will consider the application resolve whether to approve or to reject the
application, or to approve the application with conditions and will not be required
to give reasons for its resolution.
5.4 If an application is approved by the Board, the Secretary will as soon as practicable:
(a) enter the applicant’s name in the Register and, upon the name being
entered in the Register, the applicant will be a Member; and
(b) notify the new Member in writing that they are a Member and include with
the notification a membership card.
5.5 If the Board rejects an application for Membership, the Secretary will as soon as
possible:
(a) advise the applicant in writing of the rejection; and
(b) refund to the applicant the annual subscription or pro rata annual
subscription paid under Rule 5.1(b)(ii).
5.6 The Secretary is not required to give reasons for the Board’s approval or rejection
of an application for membership.

6. CESSATION OF MEMBERSHIP
6.1 A Member ceases to be a Member if:
(a) the Member is expelled as a result of disciplinary action in accordance with
Rule 7;
(b) the Member resigns by notifying the Manager in writing that the Member
wishes to resign; or
(c) Subject to Rule 9.6 if a Member fails to pay any Relevant Fee within one
month of it becoming due.
6.2 A Member whose membership has ceased will not be entitled to any refund of fees
or subscriptions paid.
6.3 If a Member ceases to be a Member for any reason (including as a result of
disciplinary action in accordance with Rule 7):
(a) the Member will remain liable to pay any fee due at the time that
membership ceases and will not be entitled to any refund of any fee paid in
advance, unless otherwise determined by the Board; and
(b) will continue to be bound by any APCARB Member Agreement and/or any
other contractual arrangements between the Member and APCARB that
have not terminated.

7. DISCIPLINE, SUSPENSION AND EXPULSION OF MEMBERS

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7.1 Subject to these Rules, the Board may by resolution:
(a) expel a Member from APCARB;
(b) suspend a Member from membership of APCARB for a specified period;
(c) impose any appropriate requirement or restriction on a Member including
but not limited to a monetary penalty.
7.2 A resolution referred to in Rule 7.1 may be made if the Board is of the opinion that
the Member:
(a) has refused or neglected to comply with these Rules; or
(b) has been guilty of conduct unbecoming a Member or prejudicial to the
interests of APCARB.
7.3 A resolution of the Board under Rule 7.1 does not take effect unless it is made at
the meeting held in accordance with Rule 7.4.
7.4 The Board will convene a Board meeting and cause to be served on the Member a
notice in writing:
(a) setting out the details of the complaint against the Member;
(b) stating that the Member may address the Board at a meeting to be held by
the Board;
(c) stating the date, place and time of that meeting; and
(d) informing the Member that they may do one or more of the following:
(i) be represented at that meeting by a person appointed by the
Member;
(ii) give to the Board before the date of that meeting a written statement;
and/or
(iii) not later than forty-eight hours after the meeting, lodge with the
Manager a notice to the effect that the Member wishes to appeal to
APCARB in General Meeting against any resolution made by the Board.
7.5 At the meeting of the Board held in accordance with Rule 7.4 the Board will:
(a) give the Member an opportunity to be heard;
(b) give due consideration to any written statement submitted by the Member;
and
(c) by resolution determine whether to make a resolution under Rule 7.1.
7.6 The Secretary will as soon as practicable after the Board Meeting give the Member
a written notice setting out:
(a) the resolution of the Board;
(b) that the Member may, not later than 48 hours after receipt of the notice,
give the Secretary a written notice to the effect that they wish to appeal
against the resolution to the Appeals Committee; and
(c) that if they choose to appeal the resolution they may:
(i) attend the Meeting of the Appeals Committee; and/or

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(ii) give to the Secretary before the date of the Appeal Committee
Meeting a written statement seeking revocation of the Board’s
resolution and setting out the Member’s grounds for the
revocation.
7.7 Where the Secretary receives notice under Rule7.6(b)
(a) the sanction imposed under Rule Error! Reference source not found.will be
effective unless and until it is revoked in accordance with Rule 7.11(b);
(b) the Secretary will notify the Board of the Member’s Appeal; and
(c) the Board will convene a Meeting of the Appeals Committee to be held not
more than 21 days after the date on which the Secretary received the notice
under Rule 7.6(b).
7.8 The Board may appoint any 3 Members who meet the criteria set out in clause 7.9
to constitute the Appeals Committee.
7.9 A person qualifies to be part of the Appeals Committee if they meet all of the
following criteria:
(a) is not a current Board Member;
(b) is not the Member being sanctioned nor a person who has provided any of
the Information;
(c) is not related to the Member being sanctioned nor to a person who has
provided any of the Information; and
(d) the appointment of whom would not give rise to an accusation of bias or
compromise of natural justice.
7.10 At the Appeals Committee Meeting convened under Rule7.7(c):
(a) the Board may provide details of the grounds for the Board’s resolution and
the reasons for the passing of the Board’s resolution, and these details will
be tabled at the Appeals Committee Meeting;
(b) the Member will be given an opportunity to be heard, and/or may submit a
written statement to the Appeals Committee prior to the Appeals
Committee Meeting; and
(c) the Appeals Committee will consider all material before it.
7.11 If the Appeals Committee:
(a) votes by simple majority in favour of the confirmation of the Board’s
resolution, the Board’s resolution is confirmed; and
(b) in any other case, the Board’s resolution is revoked.
7.12 If the Appeals Committee revokes the Board’s resolution, the Appeals Committee
may by simple majority determine that, based only on the information before it,
the Member has refused or neglected to comply with these Rules or has been
guilty of conduct unbecoming of a Member or prejudicial to the interests of

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APCARB and substitute a different sanction in place of the sanction determined
by the Board.
7.13 Throughout the disciplinary procedure in this Rule 7 the Board and the Appeals
Committee will observe the principles of natural justice and afford procedural
fairness to the Member.

8. DISPUTES AND MEDIATION


8.1 The grievance procedure set out in this Rule 8 applies to disputes under these
Rules between:
(a) a Member and another Member; or
(b) a Member and APCARB.
8.2 The parties to the dispute must meet and discuss the matter in dispute, and, if
possible, resolve the dispute within fourteen days after the dispute comes to the
attention of all the parties.
8.3 If the parties are unable to resolve the dispute at the meeting, or if a party fails to
attend that meeting, then the parties must, within ten days, hold a meeting in the
presence of a mediator.
8.4 The mediator must be:
(a) a person chosen by agreement between the parties; or
(b) in the absence of agreement:
(i) in the case of a dispute between a Member and another Member, a
person appointed by the Board; or
(ii) in the case of a dispute between a Member and APCARB, a person
who is a mediator appointed or employed by the Dispute Settlement
Centre of Victoria (Department of Justice).
8.5 A Member can be a mediator.
8.6 The mediator cannot be a Member who is a party to the dispute.
8.7 The parties to the dispute must, in good faith, attempt to settle the dispute by
mediation.
8.8 The mediator, in conducting the mediation, must:
(a) give the parties to the mediation process every opportunity to be heard;
(b) allow due consideration by all parties of any written statement submitted
by any party; and
(c) ensure that natural justice is accorded to the parties to the dispute
throughout the mediation process.
8.9 The mediator must not determine the dispute.
8.10 If the mediation process does not result in the dispute being resolved, the parties
may seek to resolve the dispute at law.

9. FEES

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9.1 The application fee, entrance fee and annual membership fee for Members will be
determined from time to time by the Board.
9.2 The Board may determine that there will be no application or entrance or annual
membership fee for Members or particular classes of Members.
9.3 In cases of financial hardship, the Board may determine that any particular
Member may be relieved from payment of any application or entrance or annual
membership fee or any part thereof.
9.4 All annual membership fees are due and payable by 1 June in every year.
9.5 Subject to the following Rule 9.6 if a Member fails to pay a Relevant Fee within one
month of it becoming due, the defaulting Member will cease to be a Member and
will cease to be entitled to any of the privileges of membership.
9.6 The Board may, at its discretion, grant extensions of time for payment of Relevant
Fees and the completion of Renewal Criteria for all Members or particular
Members, and may reinstate a Member who has ceased to be a Member by virtue
of the previous Rule 9.5 upon payment of outstanding Relevant Fees without the
requirement for the ceased Member to reapply for membership.
9.7 The Board may determine that all Members or particular Members may pay
Relevant Fees by instalments.
9.8 The Board may determine that a Member or particular Members may pay Relevant
Fees in cash (including eftpos) or kind, for example, by providing services to
APCARB.

10. CALLS
10.1 The Board will have power to make calls upon Members or categories of Members.
10.2 The Board will determine the terms for payment of each call.
10.3 A call will be a Relevant Fee for the purposes of these Rules and non-payment of a
call by any Member will be subject to the provisions of Rule 9.5.

11. FUNDS
11.1 The Treasurer of APCARB must ensure that appropriate arrangements are made
for:
(a) collection and receipt of all moneys due to APCARB and all payments
authorised by APCARB; and
(b) maintenance of correct accounts and books showing the financial affairs of
APCARB with full details of all receipts and expenditure connected with the
activities of APCARB.
11.2 The funds of APCARB will be derived from fees, donations, fund raising events,
investments, sponsorships, registration fees, charges for APCARB Services and
such other sources as the Board determines.

12. PAYMENTS
12.1 All payments on behalf of APCARB will be made by such methods as authorised by
the Board and may include credit card, cheque, or any other means.

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12.2 All cheques, drafts, bills of exchange, promissory notes and other negotiable
instruments must be signed by the person or persons who have been authorised
by the Board to sign such documents on behalf of APCARB.

13. ANNUAL GENERAL MEETINGS


13.1 There will be an Annual General Meeting held before the last week of November
in each year on such day and at such place as the Board determines.
13.2 The Annual General Meeting will be specified as such in the notice convening it.
13.3 The ordinary business of the Annual General Meeting will be:
(a) to confirm the minutes of the last preceding Annual General Meeting and
of any General Meeting held since that meeting;
(b) to receive from the Board reports on the transactions of APCARB during the
last preceding financial year;
(c) to install the Board for the next year in accordance with these Rules; and
(d) to receive and consider the financial statement submitted by APCARB in
accordance the relevant legislation.
13.4 The Annual General Meeting may transact special business of which notice is given
in accordance with these Rules.
13.5 The Annual General Meeting will be in addition to any other General Meetings that
may be held in the same year.

14. SPECIAL GENERAL MEETINGS


14.1 All General Meetings other than the Annual General Meeting will be called Special
General Meetings.
14.2 The Board may, whenever it thinks fit, convene a Special General Meeting.
14.3 If, but for this sub-Rule, more than 18 months would elapse between Annual
General Meetings, the Board must convene a Special General Meeting before the
expiration of that period.

15. NOTICE OF GENERAL MEETINGS


15.1 The Manager will, at least twenty-one days before the date fixed for holding a
General Meeting, cause a notice of the meeting to be delivered to all Full
Members.
15.2 For the purposes of Rule 15.1 a notice may be delivered by post or by email or
facsimile.
15.3 The notice of General Meeting will state the place, date and time of the meeting
and the nature of the business to be transacted at the meeting.
15.4 No business other than that set out in the notice convening the General Meeting
will be transacted at the General Meeting.
15.5 A Member desiring to bring any business before a General Meeting may give notice
of that business in writing to the Secretary at least twenty-eight days prior to the
General Meeting, and the Secretary will include that business in the notice calling

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the next General Meeting that occurs at least 29 days after the receipt of the
notice.

16. PROCEEDINGS AT GENERAL MEETINGS


16.1 All business that is transacted at a Special General Meeting and all business that is
transacted at the Annual General Meeting, with the exception of that specially
referred to in these Rules as being the ordinary business of the Annual General
Meeting, will be special business.
16.2 No item of business will be transacted at a General Meeting unless a quorum of
Members entitled under these Rules to vote is present during the time when the
meeting is considering that item.
16.3 Ten Full Members present personally or by proxy constitute a quorum for the
transaction of the business of a General Meeting.
16.4 If, within half an hour after the appointed time for the commencement of a
General Meeting, a quorum is not present, the General Meeting will stand
adjourned to the same day in the next week at the same time and at the same
place – unless another place or time is specified by the Chairman at the time of the
adjournment and by written notice to Full Members given before the day to which
the General Meeting is adjourned – and if at the adjourned General Meeting the
quorum is not present within half an hour after the time appointed for the
commencement of the General Meeting, the Full Members present personally or
by proxy (being not less than 5) will be a quorum.
16.5 The Chairman of each General Meeting will be:
(a) the President; or
(b) if the President is absent from a General Meeting or unable to preside, the
Vice President will preside as Chairman; or
(c) in the absence or inability of the President and the Vice President, the Full
Members present will elect one of them to preside as Chairman.
16.6 The Chairman of a General Meeting at which a quorum is present may, with the
consent of the meeting, adjourn the meeting to a time and place agreed by the
Full Members, but no business will be transacted at an adjourned meeting other
than business left unfinished at the meeting at which the adjournment took place.
16.7 Where a meeting is adjourned for fourteen days or more, a notice of the adjourned
meeting will be given as in the case of the General Meeting.
16.8 Except as provided in Rule 16.7 or when the time and place for the adjourned
meeting is not agreed at the meeting, it is not necessary to give notice of an
adjournment or of the business to be transacted at an adjourned meeting.
16.9 Subject to clause 16.11, a question arising at a General Meeting will be determined
on a show of hands.
16.10 Subject to clause 16.11,
a declaration by the Chairman that a resolution has, on a show of hands:
(a) been carried; or

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(b) carried unanimously; or
(c) carried by a particular majority; or
(d) lost -
and an entry to that effect in the minute book of APCARB is evidence of the fact,
without proof of the number or proportion of the votes recorded in favour of, or
against, that resolution.
16.11 A poll may be demanded on any question by not less than three Full Members
present personally or by proxy before or on the declaration of the show of hands.
16.12 If at a General Meeting a poll is demanded in accordance with clause 16.11, it will
be taken at that General Meeting, in such manner as the Chairman may direct and
the resolution of the poll will be deemed to be a resolution of the General Meeting
on that question.
16.13 A poll that is demanded on the election of a Chairman or on a question of an
adjournment will be taken forthwith and a poll that is demanded on any other
question will be taken at such time before the close of the General Meeting as the
Chairman may direct.
16.14 All votes will be given personally or by proxy.

17. VOTING RIGHTS AT GENERAL MEETINGS


17.1 Only Full Members will be entitled to:
(a) vote on any resolutions at any meetings of APCARB; or
(b) vote in any elections for the Board.
17.2 Each Full Member, including the Chairman has one vote and if there is an equality
of votes on a resolution the Chairman will have a second casting vote.

18. PROXIES
18.1 Each APCARB Full Member is entitled to appoint as its proxy:
(a) another Full Member; or
(b) the Chairman.
18.2 The notice appointing a proxy must be on a form approved by the Board from time
to time.

19. BOARD OF MANAGEMENT


19.1 The affairs of APCARB will be managed by the Board of management.
19.2 The Board -
(a) will control and manage the business and affairs of APCARB;
(b) subject to these Rules, the Act and the Regulations, has power to perform
all such acts and tasks as appear to the Board to be beneficial to the proper
management of the business and affairs of APCARB; and
(c) may, subject to these Rules, the Act and the Regulations, exercise all such
powers and functions as may be exercised by APCARB other than those

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powers and functions that are required by these Rules to be exercised by
the Members or General Meetings.
19.3 The Board will be comprised of 7 Board Members, 4 of whom are appointed, and
3 of whom are elected.

20. APPOINTMENT OF BOARD MEMBERS


20.1 Each year one of the Appointed Board Members will retire at the conclusion of the
Annual General Meeting (unless their term concludes earlier in accordance with
these Rules).
20.2 In each year, on or before the date that is 30 days prior to the Annual General
Meeting the Board will appoint a person who take the place of the retiring
Appointed Board Member.
20.3 The person appointed to take the place of the retiring Appointed Board Member
will have expertise and/or qualifications that will enhance the operations of the
Board.
20.4 A retiring Appointed Board Member and a retiring Elected Board Member is
eligible for appointment or re-appointment to the Board

21. ELECTION OF BOARD MEMBERS


21.1 Each Elected Board Member will retire at the conclusion of the Annual General
Meeting in the fourth year after their election (unless their term concludes earlier
in accordance with these Rules).
21.2 A retiring Elected Board Member and a retiring Appointed Board Member is
eligible for election or re-election to the Board.
21.3 The election for the positions of Elected Board Members which become vacant in
any particular year will take place at the Annual General Meeting.
21.4 Nominations of candidates for election as Elected Board Members will be in a form
approved by the Board and will:
(a) be proposed and seconded by a Full Member other than the candidate;
(b) be accompanied by the written consent of the candidate (which may be
endorsed on the nomination form);
(c) be delivered to the Secretary not less than eight days prior to the Annual
General Meeting.
21.5 If a nomination form is received by the Secretary eight days before the Annual
General Meeting and the nomination form contains an anomaly the Manager will
notify the relevant candidate of the anomaly and, where it is practicable to do so,
will give the candidate the opportunity of remedying the anomaly within a
reasonable period, notwithstanding that the date for submission of nominations
may have already passed.
21.6 If the number of nominations received is equal to the number of vacant Elected
Board positions, then the nominated candidates will be elected.
21.7 If more nominations are received than there are vacant Elected Board positions,
then a ballot will be held at the Annual General Meeting.

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21.8 Votes will be cast in such reasonable manner as approved by the Board.
21.9 The Chairman will count the votes in the presence of the meeting.
21.10 The candidates receiving the highest number of votes will be the successful
candidates.
21.11 If two or more candidates receive the same number of votes the Chairman will
determine by lot who will be the successful candidate.

22. TERM OF BOARD MEMBERS


22.1 The term of a Board Member will be four years unless their position is vacated
earlier in accordance with these Rules.
22.2 The term of a Board Member expires at the conclusion of the Annual General
Meeting in the year in which the Board Member’s term expires.

23. APPOINTMENT AND TERM OF EXECUTIVE


23.1 The Executive will consist of:
• a President;
• a Vice President;
• a Secretary; and
• a Treasurer.
23.2 The Board will appoint the Executive from amongst their number each year at the
first Board meeting following the Annual General Meeting.
23.3 The Executive Members will be appointed for a term of one year and will be eligible
for reappointment.
23.4 Executive Members’ terms expire at the conclusion of the Annual General Meeting
in each year.

24. VACANCIES
24.1 A position on the Board becomes vacant if the Board Member:
(a) resigns from the position by notice in writing given to the Manager;
(b) is removed in accordance with Rule 31;
(c) has their office vacated as a result of a disciplinary action in accordance with
Rule 7;
(d) becomes an insolvent under administration within the meaning of the
Commonwealth Bankruptcy Legislation;
(e) subject to Rule 24.2 fails to declare any direct or indirect interest in any
contract or proposed contract with APCARB as soon as practicable after the
Board Member becomes aware of the interest, or votes on such a contract
at a Board Meeting or General Meeting;
24.2 Notwithstanding Rule 24.1(e) a Board Member who has a material personal
interest in a matter that relates to the affairs of APCARB (the “interested Board
Member”) does not vacate their position if the other Board Members (who are not

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the interested Board Member) pass a resolution that the position of the interested
Board Member should not be vacated.

25. CASUAL VACANCIES


25.1 If a casual vacancy occurs in the position of a Board Member, the Board may
appoint another Full Member to fill the vacancy and the person appointed will hold
the Board position, subject to these Rules, until the conclusion of the term of the
vacating Board Member.
25.2 If a casual vacancy occurs in an Executive position, the Board may appoint one of
its Members to the vacant Executive Position and the Member appointed will hold
the Executive Position, subject to these Rules, until the conclusion of the Annual
General Meeting next following the date of the appointment.

26. MEETINGS OF THE BOARD


26.1 The Board will meet as often as it considers appropriate and must meet at least
three times in each year at such place and such time as the Board may determine.
26.2 Board Members may attend meetings by any appropriate means, for example by
telephone or internet conference.
26.3 Special Board Meetings may be convened by the President or by any two Board
Members.

27. NOTICE OF BOARD MEETINGS


27.1 Reasonable notice of each Board Meeting must be given to each Board Member
prior to the Board Meeting.
27.2 Reasonable notice must be given to Board Members of any special Board Meeting
specifying the general nature of the business to be conducted and no other
business may be conducted at a special Board Meeting.
27.3 The Board may act notwithstanding a vacancy in its number.

28. QUORUM FOR BOARD MEETINGS


28.1 Any three Board Members constitute a quorum for the conduct of the business of
a Board Meeting.
28.2 No business may be conducted unless a quorum is present (see Rule 26.2 for
definition of “present”).
28.3 If within half an hour of the time appointed for the Board Meeting a quorum is not
present:
(a) in the case of a special Board Meeting, the Board Meeting lapses; and
(b) in any other case, the Board Meeting will stand adjourned to the same place
and the same time and day in the following week.

29. PRESIDING AT BOARD MEETINGS


The Chairman of each Board Meeting will be:
(a) the President; or

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(b) if the President is absent from a Board Meeting or unable to preside, the
Vice President will preside as Chairman; or
(c) in the absence or inability of the President and the Vice President, the Board
Members present will elect one of their number to preside as Chairman at
the Board Meeting.

30. VOTING AT BOARD MEETINGS


30.1 Questions arising at a Board Meeting will be determined on a show of hands or, if
a Board Member requests, by a poll taken in such manner as the Chairman may
determine.
30.2 Each Board Member present at a Board Meeting (including the Chairman) is
entitled to one vote and, in the event of an equality of votes on any question, the
Chairman may exercise a second or casting vote.

31. REMOVAL OF BOARD MEMBER


31.1 Full Members in General Meeting may, by resolution, remove any Board Member
before the expiration of the Board Member's term and appoint another Member
in their place to hold office until the expiration of the term of the first-mentioned
Board Member.
31.2 If a Board Member is removed in accordance with the Rule 31.1 the removal of the
Board Member is not invalidated by the fact that the Members did not appoint
another Board Member, and if the General Meeting does not appoint another
Member to the Board, a casual vacancy will exist for the Board position of the
removed Board Member.
31.3 A Board Member who is the subject of a proposed resolution referred to in sub-
Rule 31.1 may make representations in writing to the Manager (not exceeding a
reasonable length) and may request that the representations be provided to all
Full Members.
31.4 The Secretary may give a copy of the representations to each Full Member or, if
they are not so given, the Board Member may require that they be read out at the
General Meeting.

32. MINUTES OF MEETINGS


The Secretary must ensure that minutes are kept of:
(a) the resolutions and proceedings of each General Meeting; and
(b) each Board Meeting -
together with a record of the names of persons present at Board Meetings.

33. SUB-COMMITTEES
33.1 The Board may from time to time appoint any Sub-Committees consisting of any
persons and may delegate to the Sub-Committees such of the powers or duties of
the Board as the Board may determine.
33.2 The business of Sub-Committees will be conducted in accordance with the
direction of the Board and Sub-Committees will conform to any directions or

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regulations that may be prescribed by the Board.
33.3 All Sub-Committees will report to the Board and decisions of a Sub-Committee will
be subject to confirmation of the Board except where the Sub-Committee has
been given express power to act by the Board.
33.4 The President will be an ex-officio member of all Sub-Committees.

34. INDEMNITY
34.1 No Board Member will be liable to APCARB for any loss or expense not attributable
to their own dishonesty or to the wilful commission by them of an act known by
them to be a breach of trust or breach of duty.
34.2 To the full extent allowed by the law, the Board and each Board Member will be
indemnified by APCARB from and against any liability, loss or damage caused to or
incurred by the Board or Board Member by reason of the bona fide exercise by the
Board and each of the Board Members of any of the duties, powers or privileges
conferred or imposed on them by these Rules, the Act or Regulations or any
amendment thereof.

35. ALTERATION OF RULES AND STATEMENT OF PURPOSES


35.1 No alteration or addition to these Rules will be made except by means of a Special
Resolution at a General Meeting where twenty-one days’ notice of the intention
to propose the resolution has been forwarded to each Full Member.
35.2 The resolution of the General Meeting will require a majority of at least three-
quarters of the Full Members present and voting to be passed.

36. NOTICES
36.1 Unless otherwise provided in these Rules, a notice may be served by or on behalf
of APCARB on any Member either personally or by sending it by post or email or
facsimile to the Member at the address for the Member shown in the Members’
Register.
36.2 Where a document is properly addressed, pre-paid and posted to a person as a
letter, the document will, 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.
36.3 Where a document is properly addressed and sent to a person via means other
than post (ie by facsimile or email), the document will, unless the contrary is
proved, be deemed to have been given to the recipient on receipt by the sender
of an acknowledgment or transmission report generated by the machine from
which the fax or email was sent indicating that the whole document was delivered
to the recipient’s fax number or email address.

37. MEMBERS REGISTER


37.1 The Secretary must keep and maintain a Members Register containing:
(a) the name and address of each Member;
(b) the date on which each Member's name was entered in the Members
Register; and
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(c) particulars of payment of the last subscription for membership paid by the
Member.
37.2 Subject to Rule 37.3, Affiliated Members and past Affiliated Members consent to
the Secretary making available information to verify the Affiliated Members’
current membership status (ie whether the relevant person is an Affiliated
Member or has been an Affiliated Member or if the relevant person’s Affiliated
Membership is suspended).
37.3 A person wanting to verify an Affiliated Members’ membership status must make
a written request to the Secretary including:
(a) the name and, if known, the membership number of the Affiliated Member
about whom they are inquiring;
(b) the name of the person making the request; and
(c) if relevant, the name of the organisation on whose behalf the request is
made.

38. PROFITS DISTRIBUTION AND WINDING UP


38.1 The assets and the income of APCARB will be applied solely for the furtherance of
its objects and no portion of APCARB’s assets or income will be distributed, paid
or applied directly or indirectly for the benefit of one or more Members except as
bona fide compensation for services rendered, goods supplied or expenses
incurred for and on behalf of APCARB or by way of honorarium approved by the
Board.
38.2 If APCARB is wound up or its incorporation is cancelled, APCARB’s assets, after the
satisfaction of all debts and liabilities, must be disposed of, subject to the
provisions of the Act by transfer to an association that does not permit the
distribution of their property or income to their members. (For the avoidance of
doubt, more than one distribution may be made to more than one association
under this Rule 38.2).
38.3 Full Members will resolve at a General Meeting which association will receive
distributions under Rule 38.2, provided that no distribution will be made to
Members or former Members of APCARB.

39. CUSTODY, RETURN AND INSPECTION OF BOOKS AND RECORDS


39.1 Except as otherwise provided in these Rules, the Secretary will keep in their
custody or under their control, all books, documents and securities of APCARB.
39.2 Members may on written request to the Board inspect free of charge and, for a
reasonable fee, make a copy of:
(a) the Members Register;
(b) the minutes of General Meetings; and
(c) subject to Rule 39.4 the financial records, books, securities and minutes of
Board Meetings.
39.3 The Board must on request and free of charge make copies of these Rules available
to Members and applicants for membership.

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39.4 The Board may refuse to permit a Member to inspect and/or to copy APCARB’s
records that relate to confidential, personal, employment, commercial or legal
matters or where to do so may be prejudicial to APCARB’s interests or not related
to the good conduct of APCARB.

40. TRANSITION
40.1 At the adoption of these Rules, the Board will be constituted by:
(a) Janet Lawrence
(b) Margaret Kearney
(c) Michael Kelly
(d) Janet Braganca
(e) Nisha Bhatnagar
(f) Bruce Craig
(g) Gerald Medici
(h) Devi Ranasinghe.
40.2 The terms of the following Board Members will expire at the conclusion of the
Annual General Meeting in 2022:
(a) Nisha Bhatnagar
(b) Bruce Craig
40.3 The terms of the following Board Members will expire at the conclusion of the
Annual General Meeting in 2023:
(a) Janet Braganca.
40.4 The terms of the following Board Members will expire at the conclusion of the
Annual General Meeting in 2024:
(a) Nisha Bhatnagar
(b) Michael Kelly
40.5 The terms of the following Board Member will expire at the conclusion of the
Annual General Meeting in 2025:
Janet Lawrence
40.6 At the adoption of these Rules, the Executive Board positions will be held for an
initial term of 2 years by:
(a) Janet Lawrence - President
(b) Margaret Kearney – Vice President
(c)

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