These Bylaws are written for the establishment of rules regarding the conduct of Council business. They are additional to the Constitution of the Society and must be interpreted in accordance with those Articles.
2. Changes to Bylaws
These Bylaws may be changed by a two-thirds majority of the Council of the Society. Any motion to change the Bylaws must have been presented 14 days prior to the vote being taken.
3. Preparation for Council Meetings
3.1 A Council meeting shall be called by the President specifying the date, time and venue. The President must call a Council meeting to be held within twenty-one days of the President receiving a request for such a meeting from three Council Members.
3.2 Notice of a Council meeting, must be sent to all Council Members by the Secretary at least fourteen days before the meeting, except for Emergency meetings where 48 hours notice must be given.
3.3 Items for the agenda should be advised to the Secretary before the meeting.
3.4 The Secretary must send a draft agenda to all Council members, and ensure that it is available to Members, at least five days before the Council meeting.
4. Conflict of Interest
1. All members of Council are required to notify the Society Office of any Conflict of Interest promptly for inclusion in the Register of Conflicts.
2. Members of Council are required, at the start of Council Meetings, to inform the meeting if any item on the agenda will give rise to a potential conflict of interest for that Member. Council will note the declaration and determine if the Member will be requested to withdraw during discussion on the indicated topic.
5. Motions at Council Meetings
5.1 All motions require a proposer and seconder.
5.2 Any substantive motion before a Council meeting shall be disposed of before any other substantive motion is introduced.
5.3 The following procedural motions may be moved at any time:
1. That the Chair's ruling be disagreed with
2. For permission to withdraw a motion or amendment
3. That the question be now put
4. That the meeting proceed to the next business
5. That consideration be deferred for a stated time
6. That the motion be amended
7. That the motion be referred
8. That the meeting hear a named observer
9. That observers be requested to retire
10. To discuss the action of a member who has been named by the person chairing the meeting
The first four procedural motions shall have precedence in the order in which they are listed. On the motion given as 5.3(a) being moved, the person chairing the meeting must vacate the chair. Only the mover and the person chairing the meeting may speak to this motion. There shall be no discussion on the motions given as 5.3(b) or 5.3(d).
5.4 Only one amendment shall be considered at a time.
5.5 Any amendment must be relevant to the substantive motion. If its effect is to negate the motion, it must include a reasoned alternative course of action.
6.1 The quorum for a Council meeting shall be a majority of the Council Members then serving.
6.2 If a quorum is not reached within thirty minutes of the appointed time for a meeting, those present at the meeting shall determine a date for the adjourned meeting (not earlier than five days from the date of the meeting).
6.3 If no such agreement is reached, the adjournment shall be for a meeting at the same time and place one week from that day.
6.4 Notice of the adjourned meeting shall be given to all Council Members. At such adjourned meeting the number of Council Members attending shall constitute a valid quorum.
7. Conduct of Council Meetings
7.1 The meeting shall be chaired by the President.
In the absence of the President the Vice-President shall chair the meeting
In the absence of the Vice-President the Secretary shall chair the meeting
In the absence of the Secretary the Treasurer shall chair the meeting
and if all are absent or stand aside then any other Elected Council Member elected by the Meeting.
7.2 Observers shall have the right to attend Council Meetings, but their presence must be formally acknowledged by the meeting.
7.3 Observers may not vote, but may speak to a specific motion at the request of the meeting.
7.4 The Council may deny attendance to observers for all or part of any Council Meeting on the grounds of staffing issues, commercial confidentiality or individual privacy.
7.5 All speakers shall address the meeting through the chair. Speakers shall avoid personalities, impropriety, irrelevance and repetition. Speakers shall confine themselves to the matter under discussion. The provisions of this paragraph shall also apply to those taking part in an Email Council Meeting.
7.6 A Council Member, when speaking, shall not be interrupted except by the person chairing the meeting as conductor of the meeting or by a Council Member raising a point of order. When more than one speaker starts to speak at the same time the person chairing the meeting shall decide who takes the floor.
7.7 The person chairing the meeting may propose, speak and vote on motions.
7.8 The names of those voting for and against any motion not carried unanimously shall be recorded in the minutes.
8. Minutes of Council Meetings
8.1 Minutes shall be the responsibility of the Secretary who may delegate recording of the minutes to another person present.
8.2 The minutes shall contain at least:
1. The time and place of the meeting, recorded in a manner appropriate to the type or meeting.
2. The names of those present at the meeting.
3. Substantive motions, each with its proposer's and seconder's name and result.
4. Summary of discussion where no motion was considered.
8.3 Any papers or other supporting material, whether discussed or not, shall where practical be attached to the minutes of the meeting where the material was presented. Where this is not practical, the minutes shall contain sufficient references to allow such material to be found by the reader.
8.4 The only discussion on a motion for the confirmation of the minutes shall be as to the accuracy of the record.
9. Conduct of Electronic Meetings
9.1 The Council may hold meetings by electronic mail or other Internet technologies subject to the Guidelines for such meetings which may be approved by the Council from time to time.
9.2 Council video conference or teleconference meetings shall be governed by these Bylaws as if they were face to face meetings.
9.3 For the purposes of electronic ballots the Council shall be considered to be permanently in session via the formal Council mailing list. Once an electronic ballot results in a majority of serving Council members registering a vote "for" a motion the result shall be declared as "carried", or if a majority registers a vote "against" a motion, the result shall be declared as "lost", as if a properly quorate formal face to face meeting had been held. The voting period on such a ballot will be three working days unless a different period is specified prior to the opening of the ballot.
9.4 The Secretary is required to call an electronic ballot of Council within 2 working days of receipt of such a request accompanied by a properly moved motion in compliance with Section 5 above.
10. Financial Control
10.1 The Treasurer shall ensure that:
1. All money received on account of the Society shall be paid into the Society's account with its bankers.
2. All cheques drawn upon the society's bankers must be signed by two signatories authorised by the Council.
3. Cheques or other negotiable instruments paid or payable to the society's bankers for collection requiring endorsement of the society may be endorsed by the Treasurer or by such person or persons as the Council may appoint.
4. A proper account shall be kept of the Society's income and expenditure, and of the matters in respect of which the income and expenditure arises and takes place respectively and of the Society's property, credits and liabilities, in books to be provided for that purpose, and must produce the account books, properly written up, when required by the Council.
5. Once at least in every year the accounts of the Society made up to the last day of the preceding financial year must be audited by the society's auditor, and an abstract of the accounts be produced and issued to every member, together with the notice of the Annual General Meeting.
10.2 The Treasurer shall file with the Registrar of Incorporated Societies, within one month after the Annual General Meeting, the financial statements required to be filed under section 3 of the Incorporated Societies Act 1908.
10.3 Funds approved for investment shall be managed in strict accordance with the formal Treasury Policy that has been approved and adopted by the Society's Council.
11. Communication with Members
Where communication with a member by electronic mail is not possible, communication may be by either of the following methods:
1. by post, to the address of the member as held in the Society's records, or
2. by facsimile, to the member's facsimile phone number as held in the Society's records.
12. Electing the Council Member to Executive Committee
12.1 A Council member who is not an elected Officer may be elected by Council to sit on the Executive Committee. The Council member will hold the seat for a term of office of one year. The procedure for election to a vacant position will be by secret ballot at the first meeting of the Council following the AGM. All Council members and Officers present at the meeting may participate in the vote. In the event of a tie between two candidates a second secret ballot will be held. In the event of deadlock after two rounds of voting the President will be requested to nominate one or other of the candidates to be affirmed by a normal Council vote.