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Bylaws and Rules

1. The name of the lncorporated Association

The name of the lncorporated Association is INTERNATIONAL SOCIETY FOR ANTI-INFECTIVE PHARMACOLOGY INCORPORATED referred to herein as 'the Society'.

2. OBJECTS AND PURPOSES

The objects and purposes of the Society are

2.1 to encourage the study and advancement of the science of pharmacodynamics, pharmacokinetics and the dosing of anti-infectives;

2.2 to promote the objects of Rule 2.1 by away of scientific communication to conferences and by other means, especially by meeting jointly with kindred organisations;

2.3 to encourage research and training by way of grants from the funds of the Society;

2.4 to establish, endow, contribute to, organise and manage provident or benevolent funds for the benefit or assistance of members of the Society or to further its purposes; and

2.5 to do all such things as are incidental and related to the field of antiinfective dosing including, but without limiting the generality of the foregoing:-

2.5.1 purchase, sale, lease, mortgage or otherwise deal with any real or personal property; 
2.5.2 take out all insurances deemed necessary; 
2.5.3 operate a current banking account at any bank; and 
2.5.4 enter into any contract on behalf of the Society.

 

3. INTERPRETATION

3.1 In these Rules, unless the contrary intention appears:-

"Committee" means the Committee of Management of the Society; "Constitution" means the Rules of the International Society for AntiInfective Pharmacology lncorporated;
"Financial year" means the year ending 30 June;
"General Meeting" means the general meeting of Members convened in accordance with Rule 1 2;
"Member" means a member of the Society under Rule 5;
"Ordinary Member" of the Committee means a member of the Committee who is not an officer of the Society under Rule 4;
"the Act" means the Associations Incorporation Act, 1985 of South Australia;
"the Regulations" means Regulations under the Act. 3.2 In these Rules, a reference to the secretary of the Society is a reference:- 

3.2.1 where a person holds office under these Rules as secretary of the Society, to that person; and
3.2.2 in any other case, to the public officer of the Society.

3.3 Words or expressions contained in these Rules shall be interpreted in accordance with the provisions of the Acts Interpretation Act, 1 91 5 of South Australia and that Act as in force from time to time.

4. MEMBERSHIP

4.1 No person shall be eligible for membership of the Society unless:-

4.1.1 he or she is a person who has a university or tertiary educational qualification and who is actively invoived in professional practice or research in anti-infective pharmacology; or
4.1.2 he or she is otherwise recommended for membership by the Committee in recognition of meritorious contribution to the aims of the Society.

4.2 All proposals of nominations for membership shall be made to the Committee by two members of the Society (one proposer one seconder). After approval by the Committee, nominations shall be put to a General Meeting of the Society. A majority of the members present at the meeting shall be necessary for the election of any applicant to membership.

4.3 Any person may, on the recommandation of the Committee, be elected as an honorary life member of the Society.

4.4 For the purposes of these Rules the office of an officer of the Society or of an ordinary member of the Committee becomes vacant if the officer or member--
4.4.1 by notice in writing to the Committee resigns his or her office or membership;
4.4.2 upon recommandation of the Committee if any member is in arrears in his or her subscription for three years or more;
4.4.3 upon the recommandation of the Committee passed by a majority of the members present at any General Meeting of the Society;
4.4.4 becomes an insolvent under administration.

5. CASUAL VACANCIES

In the event of a casual vacancy arising pursuant to Rule 4 the Committee may appoint one of its members to the vacant office and the member so appointed may continue in office up to and including the conclusion of the Periodic General Meeting next following the date of his or her appointment.

6. PERIODIC GENERAL MEETINGS

Periodic General Meetings shall be held at least biennually. These Periodic General Meetings will serve the purpose of general meetings to elect committee members, approve nominations for membership and generally conduct the business of the Society.

7. OFFICERS

7.1 There shall be the following officers of the Society namely, a President, a Vice-President (or President elect), and a Secretary/Treasurer. The President and the Vice-President are to be elected by members of the Society at a biennual Periodic General Meeting. The President and the Vice-President shall have a term of office of two years. The Secretary/Treasurer is to be elected by members of the Society at the Periodic General Meeting. He or she shall hold office for a term of two years and shall be eligible for reelection biennually.

8. MEMBERSHIP OF COMMITTEE

8.1 The Committee shall be composed of the President, the Vice-President, the immediate past President, the Secretary/Treasurer and up to eight additional members who shall be elected by the members of the Society at the Periodic General Meeting. The additional 'committee members' will represent geographical areas or scientific disciplines relevant to the purposes of the Society. Such geographical areas and disciplines will be presented to a General Meeting of the Society for endorsement and, upon majority support of members at a General Meeting for the specified areas or disciplines, nominations will be calied for election at the next Periodic General Meeting. The eight additional members shall have a term of office of two years but shall be eligible for re-election for a total of three consecutive terms in office. The Committee shall have power to co-opt two additional members who shall have a term of office of two years but who shall be eligible for re-election. The Committee shall also have the power to co-opt one executive assistant.

8.2 All nominees to the position on the Committee shall be proposed and seconded by the members of the Society and notices of nomination must reach the Secretary/Treasurer at least 30 days before the Periodic General Meeting.

9. COMMITTEE MEETINGS

9.1.The Committee shall meet immediately prior to the Periodic General Meeting of the Society and at such other times as the President, or in his or her absence the Vice-President, shall deem fit, provided always that written notice of any meeting shall be forwarded to all members of the Committee at least seven clear days in advance.

9.2 The quorum for a meeting of the Committee shall be five.

9.3 The Chairman of the Committee shall be the President for the time being of the Society or, in his absence, the Vice-President.

9.4 Each member of the Committee shall have one vote and the decisions of the Committee shall be made by a simple majority of votes and in the event of an equality of votes the Chairman of the Committee shall have a casting vote in additional to a deliberative vote.

10. SECRETARY/TREASURER

10.1 The Secretary/Treasurer shall have the following duties:-

10.1.1 the keeping of minutes of Meetings of the Committee and the Society;
10.1.2 convene all Meetings of the Committee and the Society in accordance with this Constitution;
10.1.3 keep correct accounts and books showing the financial affairs of the Society with full details of all receipts and expenditure connected with the activities of the Society;
10.1.4 collect and receive all monies due to the Society and make all payments authorised by the Society;
10.1.5 keep and maintain a Register of Members in which shall be entered the full name, address and date of entry of the name of each Member and the Register shall be available for inspection by Members at the address of the Public Officer.

10.2 The accounts and books referred to in Rule 10.3 shall be available for inspection by members.

10.3 Except as otherwise provided in these Rules, the Secretary shall keep in his custody or under his control all books, documents and securities of the Society.

11. COMMITTEE DUTIES AND FUNCTIONS

The duties and fonctions of the Committee shall be:

1 1.1 to approve and arrange the admission of any new member;

1 1.2 to recommend the expulsion of any member;

11.3 to administer the finances of the Society;

11.4 to arrange Meetings of the Society;

11.5 to carry out the business of the Society in all respects and otherwise promote its aims.

12. MEETINGS

1 2.1 There shall be a Periodic General Meeting of the Society held at least every two years. Other General Meetings may be called by the Committee from time to time. All Meetings shall be held at such times and at such places as are fixed by the Committee.

1 2.2 At least fourteen (14) clear days notice specifying the place, day and hour of meeting and in the case of special business, the general nature of such business shall be given to all members by notice sent by post.

1 2.3 The accidentel omission to give any such notice or the non-receipt of any such notice by any member shall not invalidate any resolution passed at any such Meeting.

1 2.4 Any member desiring to bring forward a motion for consideration at a Meeting must give notice of such motion to the Secretary/Treasurer at least sixty (60) days prior to the date of the Meeting at which such Motion is to be considered and the terms of such motion shall be circulated with the Agenda to all members of the Society.

1 2.5 Ten (10) members present shall be a quorum for a General Meeting and no business shall be transacted at any General Meeting unless the quorum requisite be present at the commencement of business.

1 2.6 The President, or in his or her absence if he or she be unwilling to act, the Vice-President, shall take the chair at every General Meeting or if at any meeting none of those be present within fifteen minutes after the time appointed for holding such Meeting and willing to act, the members personally present shall choose another member of the Committee to take the chair.

1 2.7 Subject to the provisions hereinafter contained relating to postal ballots and to amendment alteration or repeal of this Constitution every question submitted to a Meeting shall be decided in the first instance by a show of hands of the members present and in the case of an equality of votes the Chairman shall have a casting vote in addition to his normal deliberative vote.

1 2.8 At any General Meeting where a direction is made by the Chairman that a resolution has been carried by a majority or lost, an entry to that effect in the Minutes of the Meeting shall, subject to the following sub-Rules, be conclusive evidence of the fact that proof of the number or proportion of the votes were recorded in favour of or against such resolution.

1 2.9 The Committee may prior to any General Meeting being held submit any resolution which is to be considered by such meeting to a postal ballot of members and, if necessary, the meeting shall stand adjourned in relation to such resolution until the Chairman can declare the results of such postal ballot.

1 2.10 If at any meeting immediately after a decision upon a matter by show of hands the Chairman or not fewer than five (5) members present demand a postal ballot of members, the resolution of the meeting upon completion shall cease to be effective and such postal vote shall be conducted and the meeting shall stand adjourned in relation to such resolution until the Chairman can deciare the results of such postal ballot.

12.11 A postal ballot of the members shall be conducted in such a manner as the Committee from time to time determines.

1 2.1 2 The Chairman of the General Meeting may, with the consent of the Meeting, adjourn the same from time to time and place to place but no business shall be transacted at any adjourned Meeting other than business left unfinished in the Meeting from which the adjournment took place.

12.13 Upon a postal vote every member shall have one

12.14 No member shall have the right to vote by proxy or attorney.

13. REGISTRATION FEES AND SUBSCRIPTIONS

Every member, except honorary life members, shall pay to the Society a registration fee and subscription of such respective amounts as may from time to time be determined by the Annual General Meeting of the members upon the recommandation of the Committee.

14. AMENDMENT OF RULES

14.1 Any member of the Society desiring to amend, alter or repeal the Rules, must give Notice of Motion signed by five (5) members of the Society, to the Secretary/Treasurer at least ninety (90) days prior to any General Meeting.

14.2 The proposal shall be considered by the Committee who shall make a recommandation to the members of the Society at the General Meeting.

14.3 The Secretary/Treasurer shall at least twenty-one (2 1 ) days prior to the General Meeting at which it is to be brought forward circulate to all members the terms of the Motion.

14.4 The accidental omission to give any such Notice to or the non-receipt of any such Notice by any member shall not invalidate the adoption of any amendment alteration or repeal the Rules.

14.5 Votes, whether cast by members present personally or by postal ballot, equal in number to a majority of the membership of the Society sha -Ti be necessary for any such amendment, alteration or repeal of the Rules.

14.6 Every amendment, alteration or repeal of the Rules when the same has been allowed as aforesaid shall be entered together with the date by the Secretary/Treasurer and a copy of the Rules kept for that purpose and shall be initialled by the President and any such copy shall be the authoritative copy of the Rules untit it shall be further amended, altered or repealed.

15. SIGNING OF CHECIUES ETC.

All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments shall be signed by the Secretary/Treasurer, or in his absence another member of the Society so designated by the Committee.

16. COMMON SEAL

16.1 The Society shall have a common seal upon which its corporate name shall appear in legible characters.

1 6.2 The Common Seal of the Society shall be kept in the custody of the Secretary.

1 6.3 The Common Seal shall not be affixed to any instrument except by the authority of the Committee and the affixing of the Common Seal shall be attested by the signatures either of two members of the Committee or of one member of the Committee and of the Public Officer of the Society.

1 7. FUNDS

The funds of the Society shall be derived from entrance fees, annual subscriptions, donations and other sources as the Committee determines.

18. WINDING UP

In the event of the winding up or the cancellation of the Incorporation of the Society, the assets of the Society shall be disposed of in accordance with the provisions of the Act.

19. NOTICES

19.1 A notice may be served by or on behalf of the society upon any member either personally or by sending it by post to the member at his or her address shown in the Register of Members.

19.2 Where a document is property addressed repaid and posted to a person as a letter, the document shall, unless 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.

20. EXPULSION OF A MEMBER

20.1 Subject to these Rules and the Act, the Committee may by resolution:-

20.1.1 expel a member from the Society;
20.1.2 suspend a member from membership of the Society for a specified period; or
20.1.3 fine a member if the Committee is of the opinion that the member:
20.1.3.1 has refused or neglected to comply with these Rules; or
20.1.3.2 has been guilty of conduct unbecoming a member or prejudicial to the interests of the Society.

20.2 A resolution of the Committee under sub-Rule 20. 1:-

20.2.1 does not take effect unless the Committee, at a meeting held not earlier that fourteen (1 4) and not later than twenty eight (28) days after the service on the member of a notice under sub-Rule 20.3 confirms the resolution in accordance wilh this Rule; and
20.-2.2 where the member exorcises a right of appeal to the Society under this Rule does not take effect unless the Society confirms the resolution in accordance with this Rule.

20.3 Where the Committee passes a resolution under sub- Rule 20.1 the Secretary shall, as soon as practicable, cause to be served on the member a notice in writing:-

20.3.1 setting out the resolution of the Committee and the grounds on which it is based;
20.3.2 stating that the member may address the Committee at a meeting to be held not earlier than fourteen (1'4) and not later than twenty eight (28) days after service of the notice;
20.3.3 stating the date, place and time of that meeting;
20.3.4 informing the member that he or she may do one or more of the following:
20.3.4.1 attend that meeting;
20.3.4.2 give to the Committee before the date of that meeting a written statement seeking revocation of the resolution; and
20.3.4.3 not later than 24 hours before the date of the meeting, lodge with the Secretary a notice to the effect that he or she wishes to appeal to the Society in General Meeting against the Resolution.

20.4 At a meeting of the Committee held in accordance with sub-Rule 20.2.1, the Committee:-

20.4.1 shall give to the member an opportunity to be heard;
20.4.2 shall give due consideration to any written statement submitted by the member; and
20.4.3 shall by resolution determine whether to confirm or to revoke the resolution.

20.5 Where the Secretary receives a notice under sun-clause 20.3.4, he or she shall notify the Committee and the Committee shall convene a General Meeting of the Society to be held within twenty one (21) days after the date on which the Secretary received the notice.

20.6 At a General Meeting of the Society convened under sub-Rule 20.5:-

20.6.1 no business other than the question of the appeal shall be transacted;
20.6.2 the Committee may place before the meeting details of the grounds for the resolution and the reasons for the passing of the resolution;
20.6.3 the member shall be given an opportunity to be heard; and
20.6.4 the members present shall vote by secret ballot on the question whether the resolution should be confirmed or revoked.

20.7 If at the General Meeting:-

20.7.1 two thirds of the members vote in person or by postal ballot in favour of the confirmation of the resolution, the resolution is confirmed; and
20.7.2 in any other case, the resolution is revoked.

21. DISPOSAL OF ASSETS ON WINDING UP

If upon the winding-up of the Society, there remains, after satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the members of the Society, but shall be given or transferred to some other association, having similar objects to those of the Society, and which shall prohibit the distribution of its income and property amongst its members to an extent at least as great as is imposed on the Society at or before the time of winding-up, and in default thereof, by such judge of the Supreme Court of South Australia as may have, or acquire jurisdiction in the matter.