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2011-06, 370, Richard Blair, Society's Constitution

Rules and Constitution

The Book Collectors’ Society of Australia

1. Name
The name of this organisation shall be ‘The Book Collectors’ Society of Australia’ hereinafter called ‘The Society’.

2. Aims/Objectives
The aims/objectives of The Society shall be:

(a) To promote and encourage the study and collection and preservation of books, pamphlets, manuscripts, prints and bookplates, and all things relating to the art and craft of the book, and to help members and others in this pursuit.

(b) To publish a bulletin and a website as a record of the activities of the Society, and where finances and circumstances permit, to publish a journal, or bibliographies for the use and instruction of members and others interested in the objects of the Society.

(c) Where finances and circumstances permit to republish such rare and out of print books and pamphlets in limited editions and otherwise as may be of interest and importance to members.

(d) To work in conjunction with other bodies with similar objectives in other parts of the world in acquiring information about books and prints, etc., and in the exchange of such information and to co-operate with the libraries in any manner which may further the objects of the Society.

(e) To hold regular meetings of members at which lectures or addresses may be given, papers read, exhibitions and demonstrations given, and discussions take place in connection with all aspects of the above Clause (a).

(f) To prepare and to help the preparation of bibliographies of authors and subjects.

(g) To aid the publication of Biblionews and Australian Notes & Queries and other series published from time to time through the voluntary efforts of members and others, and to seek to supplement these efforts through the obtaining of grants and such other lawful means as the Society may from time to time determine.

(h) To acquire an archival reference library containing past editions of Biblionews and Australian Notes & Queries and other series published from time to time and such other documents as may assist the Editor in his role, the furtherance of website records and the needs for historical records.

3. Definitions
In these rules, except in so far as the context or subject matter otherwise indicates or requires:

(a) The Society means the Book Collectors‟ Society of Australia founded in New South Wales.

(b)The Executive means the Executive Committee of the Society and the specific members of the Executive as defined in these Rules and constitution

(c) The Committee shall consist of the office-bearers of the Society, including the Executive and Ordinary Committee Members each of whom shall be elected at the Annual General Meeting.

(d) Financial Member means either a life member, or a member who has fully paid all amounts falling due to the Society as at the beginning of the Annual or Special General Meeting.

(e) Financial Year means the year commencing on the first day of July in each calendar year and ending on the thirtieth day of June in the following calendar year or such other timing as shall be made necessary and agreed to by the Executive from time to time.

(f) General Meeting means a regular meeting of members of the Society for which due notice has been given.

(g) Annual General Meeting means a general meeting of members of the Society convened annually by the Executive for the purpose of reporting on the Society’s activities and the election of Officers for which due notice has been given.

(h) Special General Meeting means a general meeting of members of the Society specially convened for a specific purpose or specific purposes for which due notice has been given.

(i) Due Notice means that period of time by which advance warning of meetings is provided to members as set out elsewhere in these Rules.

(j) Returning Officer shall be a financial member of the Society present at the Annual General Meeting, conversant with the rules of the Society and elected by members of the meeting on a show of hands.

4. Members

4.1: Membership qualifications

(a) Any person may apply for membership of the Society, which application shall be forwarded to the Honorary Secretary for consideration by the Executive.

(b) The Executive reserves the right to reject any application, without advising the applicant or nominees of its reason for such rejection.

(c) The acceptance becomes effective on receipt of the subscription into the Society‟s bank account.

4.2: Register of members
The Register of Members including classification of membership type, contact address, telephone and email address as available will be held by the Honorary Secretary and updated as new members are elected and revised for complete membership status annually for presentation at the Annual General Meeting.

4.3: Fees, subscriptions etc.

(a) The subscription to the Society shall be one dollar ($1) per annum or such other amount determined by the Executive.

(b) Subscriptions shall be payable by members before the first day of July for the financial year following.

(c) A supplementary amount to cover pro rata costs of producing and mailing to members the Society’s publications, including Biblionews and Australian Notes & Queries, is recoverable on request from the Executive.

(d) The classifications of membership other than ordinary member are at the discretion of the Executive.

4.4: Members’ liabilities

(a) Members acting for or undertaking work in support of the Society in any capacity do so in an honorary capacity.

(b) The Society reserves the right to apply a per capita levy to members to address any financial deficit subject to a motion being approved at the Annual General Meeting.

4.5: Life Membership
A member may be nominated for life membership of the Society in accordance with the procedures set out hereunder:

(a) The Executive may consider suggestions or nominations as to life membership at any time.

(b) The Executive may at its discretion interview the proposer and, if considered appropriate, shall refer the nomination to the Annual General Meeting for voting.

(c) A member nominated for life membership at an Annual General Meeting may be elected as a life member upon the vote of at least two-thirds of the members present at an Annual General meeting who are qualified to vote.

(d) Life members shall enjoy all the rights and privileges of the Society and will not be required to pay an annual subscription.

4.6: Disciplining of members

(a) If a member is guilty of conduct that is in the opinion of the Executive derogatory to or prejudicial to the interests of the Society, the Executive may resolve that the member be called upon forthwith to show cause to the Executive why that member should not be expelled from the Society.

(b) Unless within one month such a member shall show cause to the satisfaction of the Executive, the Executive may direct that that member’s name be erased from the list of members and that member shall thereupon cease to be a member of the Society.

4.7: Internal disputes
If, in the opinion of the Executive, any member conducts himself/herself in a manner that results in a dispute and that dispute is registered with a member of the Executive, the Executive may move as it sees fit to resolve that dispute, adopting the principles of dispute resolution as from time to time set out in the NSW Government recommendations.

5. Committee

5.1: Committee

(a) A Committee shall manage the affairs and undertakings of the Society and shall not exceed twelve persons in total.

(b) Each Committee Member shall be a financial member of the Society and shall act in an honorary unpaid capacity as a member of the Society in all dealings with the Society.

(c) The construction of the Committee shall comprise:

(i) Office Holders/Executive:

Vice-Presidents (two): Roles may be redetermined at discretion of the Executive;
Honorary Secretary;
Honorary Treasurer;
Publications Editor;
Assistant Publications Editor (as required);
Honorary Assistant Secretary (as required).

(ii) Ordinary Committee: Up to seven as required, depending on the number of Office Holders in line with 5.1(a).

5.2: Election or appointment

(a) The election or appointment of Committee members shall be through nomination by another financial member with that nomination seconded by a financial member being submitted to the Returning Officer at the Annual General Meeting.

(b) The Returning Officer will supervise the appropriate ballots.

5.3: Term of Service

(a) Committee members shall serve until the next Annual General Meeting and are eligible to nominate for re-election.

(b) The Executive may appoint any temporary substitute for the Honorary Secretary, Honorary Treasurer or Publications Editor or other officers for special duties provided that a permanent change is authorised under these Rules at the next Annual General Meeting.

5.4: Vacancies

(a) Grounds or reasons for an office becoming vacant are:

(i) Stated intention to resign;
(ii) Unresolved dispute before the Executive;
(iii) Conduct of an officer that in the opinion of the Executive is derogatory to or prejudicial to the interests of the Society; and
(iv) Death, illness or other incapacitating circumstances.

(b) Casual vacancies occurring on the Committee may be filled by determination of the Executive.

5.5: Procedure
The procedure to be followed by the Committee of the Society shall be as follows:

(a) This Constitution may be amended only by a three-quarters vote at a Special General Meeting of the Society convened for the purpose. This rule shall not apply to the following sub-clause (b), hereunder.

(b) By a majority vote at a general meeting, the Society may absorb another body with similar aims/objectives, but cannot be absorbed into another body unless the members of this Society are unanimous. For the purpose of this clause the word „absorbed‟ shall be taken to mean that this absorbed body loses its identity and constitution.

(c) By a majority vote at a general meeting, the Society may agree to accept as an affiliate another body with similar aims/objectives. For the purpose of this clause the word „affiliate‟ shall be taken to mean that this affiliated body may retain its identity and constitution provided no conflicts of interest arise therefrom.

(d) The Executive shall be empowered to act on all matters pertaining to the Society’s activities within the scope of this constitution.

(e) The Executive may appoint any persons of its choice as patrons of the Society who need not be members thereof and may also appoint life members subject to these Rules.

(f) The Executive shall have the power to appoint sub-committees and to delegate to those sub-committees whatever powers may be deemed necessary for the purpose for which they are appointed, within the powers and conforming to the rules of the constitution. The Executive may co-opt other members to such sub-committees for the periods and purposes of those sub-committees.

5.6: Duties of Executive

(a) The President of the Society shall:

(i) Be the chief officer of the Society;
(ii) Preside over all meetings of the Society;
(iii) Be the official spokesperson for the Society; and
(iv) Be present ex officio at meetings of sub-committees appointed by the Executive for specific purposes.

(b) The Vice-Presidents of the Society or such other member of the Executive as shall be available shall deputise for the President during absences of the President and preside over meetings of the Society in accordance with these Rules.

(c) The Honorary Secretary of the Society shall:

(i) Receive and issue the correspondence of the Society;
(ii) Write up and keep the minutes of proceedings of all general and committee meetings in a minutes book which, once confirmed by a vote of those who were present, shall be signed by the chairperson of the meeting or by the chairperson of the next succeeding meeting; and
(iii) Maintain the register of members and their financial status and contact details in accordance with these Rules.

(d) The Honorary Treasurer of the Society shall:

(i) Collect and receive all money due to the Society and bank such receipts to the credit of an account or accounts in the name of the Society;
(ii) Keep and maintain correct books and accounts setting out the financial affairs of the Society including full details of all receipts and expenditure connected with the activities of the Society;
(iii) Keep and maintain records of membership subscriptions;
(iv) Pay all accounts authorised by the Executive;
(v) Open or close accounts in the name of the Society with a bank or other financial institution appointed from time to time by the General Meeting;
(vi) Prepare and present a statement of income and expenditure and a statement setting out the Society’s financial position to the Annual General Meeting;
(vii) Produce bank and financial statements, accounts books, bank deposit and cheque books to the General Meeting for inspection by members if required;
(viii) If an auditor is appointed in accordance with 7.4(a) of these rules the Honorary Treasurer shall submit the books of account to that auditor in reasonable time for the auditor to carry out the audit in time for the Annual General Meeting, and the Honorary Treasurer shall attach the auditor’s report to the financial statements submitted to the Annual General Meeting; and

(ix) Ensure that the Society utilises its resources efficiently and effectively and has a clear control over expenditure in line with these Rules

(e) The Publications Editor of the Society shall:

(i) Have overall responsibility for material published by the Society, subject to the general direction and agreement of the Executive;
(ii) Make all necessary decisions to accomplish the production and publication of Biblionews and Australian Notes & Queries anticipated by the aims / objectives in these Rules with the intent to achieve a regular issue at a level of frequency determined by the Executive from time to time; and
(iii) Advise the Executive regarding suggestions for other material which may be published by the Society, including publications in the series Studies in Australian Bibliography, Studies in Australian Bibliophily, Australian Bibliographies and other works consistent with the objects of the Society.

6. Meetings and Ballots

6.1: Calling of General Meetings

(a) General meetings shall be held quarterly or otherwise as determined by the Executive.

(b) Special General Meetings may be held at the request of or agreement by the Executive and called when necessary by the Honorary Secretary for the specific purposes set out in his notification.

(c) Executive meetings shall be held when necessary as determined by the Pres-ident.

(d) The Society shall hold an Annual General Meeting on the first Saturday in September each year or at such time and place as shall be determined by the Executive. The Annual General Meeting shall receive:

(i) Confirmation of the minutes of the last preceding Annual General Meeting and of any Special General Meeting held since that meeting;
(ii) The President’s annual report on behalf of the Committee;
(iii) The Honorary Treasurer’s balance sheet and financial report of revenue and expenditure for the previous financial year;
(iv) The Honorary Secretary’s report on the membership status;
(v) The Publications Editor’s report on the publications achieved in the period since the last Annual General Meeting;
(vi) Proposals to elect the Society Patrons, Life Members etc; and
(vii) Motions on notice.
And shall conduct the election of office bearers at this meeting, voting at which will be conducted by a Returning Officer elected by the meeting in accordance with these Rules.

(e) All ballots shall be determined by a simple majority vote of financial members present at this meeting except as otherwise required by these Rules.

(f) Due Notice shall be 21 days for all financial members for all Special and Annual General Meetings

6.2: Notice of General meetings

(a) General meetings may be held at any time provided that the Honorary Secretary has given Due Notice to members

(b) Notice shall be deemed to have been given by email where the Society holds email addresses for members so informed or alternatively by post or telephone at the address or number held in the Society’s records or by publication in Biblionews and Australian Notes & Queries.

(c) Notices of motion to be addressed at a Special General meeting must be presented to the Honorary Secretary in writing at least 30 days before the date of the meeting.

6.3: Procedure at General Meetings

(a) A quorum at any Special General and Annual General Meeting shall consist of 5 (five) financial members.

(b) A quorum at an Executive Meeting shall consist of 3 (three).

(c) The procedure to be adopted will be for the chairman of the meeting to call the meeting to order; require any previous minutes to be read; request that they be accepted by a motion from the floor to be carried by a simple majority and then announce the agenda for the current meeting noting any peculiarities, absences, apologies etc., and at the conclusion allowing for any other business to be conducted.

(d) Motions from the floor will be allowed at Annual General meetings as a means of agreeing to action and again carried by simple majority except where otherwise required by these Rules.

6.4 Postal ballots
There are no provisions for postal ballots. Postal ballots will not be conducted.

7. Finances

7.1: Sources of funds

(a) The members‟ subscriptions to the Society.

(b) Levies as determined by the Executive.

(c) The sale of publications.

(d) Advertising within publications.

(e) Donations.

7.2: Management of funds

(a) Accounts in the name of the Society shall be opened at a bank or banks from time to time selected by the Committee. All monies received shall be banked and cheques drawn against the account shall be signed by the Honorary Treasurer or Honorary Secretary or by one of two other members appointed by the Executive for the purpose.

(b) Should the Honorary Treasurer and or Honorary Secretary be incapacitated through illness or otherwise, the Executive shall have the power to authorise another of its members to perform all or any of the acts in this rule directed to be performed by the Officer so incapacitated.

(c) In the event that the Society should be wound up, any surplus assets, in whatever form, shall be transferred to the State Library of New South Wales.

7.3: Custody of books etc.

(a) The financial books of the Society shall be held by the Honorary Treasurer.

(b) The membership records of the Society shall be held by the Honorary Secretary.

(c) The bank account details of the Society shall be held by the Honorary Treasurer and communicated to the Executive.

(d) Both the Honorary Treasurer and the Honorary Secretary shall hold the means of withdrawal from the bank account, including the chequebook and any other supplementary means.

7.4: Inspection of books etc.

(a) An Auditor may be appointed by the financial members at each Annual General Meeting and a fee threshold established.

(b) No members of the Committee shall be eligible for such appointment.

(c) The annual accounts of the Society shall be examined and their correctness certified by the Honorary Treasurer and, subject to clause (a), by the Auditor.

(d) Prior to the Annual General Meeting the Honorary Treasurer shall submit the balance sheet and financial report for the previous twelve months to the Executive for review.

(e) Copies will be provided at the Annual General Meeting for up to twenty (20) members of the Society.

(f) Provided that such requests are made in writing and inspections be made at a place and time as determined by the Executive, financial members may inspect the books

7.5: Financial year
The Society‟s financial year shall commence on the 1st July and close on the 30th June of the following year.

8. Activation

These rules shall take effect and operate from 4 December 2010




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