CONSTITUTION

 

1. NAME

The name of the Association is "Australian Neuralign Practitioners Association.î

 

2. INTERPRETATION AND DEFINITIONS

In these Rules:

(1) A reference to, unless the contrary intention appears:

(a) "Association" means the Australian Neuralign Practitioners Association.

(b) "Neuralign Practitioner" is a reference to a professional person who in application of medical / para-medical technique may utilise aspects of neuroanatomy, neurophysiology and part or full actions of neuromuscular, neuroskeletal, neurokinetic and neurotonic reactions, for the intended purposes of assistance or improvement of patient wellbeing.

(c) "Secretary" means:

(i) Where a person holds office under these Rules as Secretary of the Association - that person.

(ii) In any other case, the Public Officer of the Association.

(d) "The Board" means the Board of Management of the Association.

(e) "Meeting" means a General Meeting of members of the Association convened in accordance with these Rules.

(f) "Member" means a member of the Association.

(g) "The Act" means the Associations Incorporation Act, 1985.

(2) Words or expressions contained in these Rules shall be interpreted in accordance with the provisions of the Acts Interpretation Act 1915 and the Associations Incorporation Act as amended or replaced ("the Act").

(3) Headings and underlining are for convenience only and do not affect the interpretation of these Rules.

(4) A word or expression in the singular includes the plural and the other way around.

(5) Words importing a gender include any gender.

(6) Other parts of speech and grammatical forms of a word or phrase defined in these Rules have corresponding meaning.

(7) A reference to a statute includes an amendment or re-enactment to that legislation or its replacement and includes subordinate legislation enforced under it.

(8) A reference to a document includes an amendment or supplement to or replacement or novation of, that document.

(9) A reference to a clause / item is a reference to a clause / item in these Rules.

 

3. PURPOSE

The Association is a self-help, non-sectarian, non-profit, organisation devoted to the promotion and advancement of Neuralign Practitioner activities within medical, para-medical modalities and the wider community.

 

4. OBJECTIVES

(1) Subject to the restrictions set out in the Act, the objects of the Association are:

(a) To assist in gaining and maintaining recognition in regard to private health insurers, state and federal administrative bodies and governmental agencies for the Association's membership.

(b) To establish and maintain a registry of Neuralign Practitioner members for the purpose of the self-regulation of members in the practice of a Neuralign Practitioner and so as to ensure compliance with private health, state, federal and government body standards or laws.

(c) To provide a forum for in-service training, discussion and dissemination of information relevant to the professional Neuralign Practitioner activities of members.

(d) To formulate and promote a Code of Professional Practice within the discipline and provide a recognised standard of membership practice within the industry.

(e) To assist as appropriate in research, clinical trials, formulation and presentation of educational and training modules for the advancement of Neuralign Practitioner skills and knowledge.

(f) To assist as appropriate in developing further medical, para-medical and wider community recognition of the Association's membership.

(g) Any other appropriate activity in accordance with the Act.

(2) Without limiting the generality of Rule 4, the Association is committed to:

(a) Promote and assist in the development of and understanding of professional Neuralign Practitioner activities in the community.

(b) Support, promote, sponsor and conscientiously work towards furthering recognition of Neuralign Practitioner practices within medical and para-medical modalities.

(c) Promote an explicit Code of Professional Practice and behaviour for Neuralign Practitioners with particular emphasis being placed on ethical conduct.

(d) Actively promote and support the status and good name of the Association.

(e) Promote appropriate education, training and experience for the propagation and advancement of professional Neuralign Practitioners.

 

5. POWERS

The Association shall have all the powers conferred by S 25 of the Act save and except such modifications and exclusions as are specified in these Rules.

 

6. MEMBERSHIP

(1) Any person who applies for membership of the Association shall be proposed by one member and seconded by another member.  The application for membership shall be made in writing, signed by the Nominee, the Proposer and the Seconder, and shall be in such form as the Board shall prescribe from time to time.  Upon the Board voting to accept an application and upon a cleared payment of the membership fee being recorded in the financial account of the Association, the Nominee shall at that time be a member of the Association with recognised voting rights.

(2) (a) Membership can only be in one of the following categories:

(i) Student Membership

(ii) Associate Membership

(iii) Practitioner Membership

(vi) Life Membership

(b) To attain a membership category a person must satisfy all membership requirements specific to the membership category as periodically defined and regulated by the Board.

(3) A person shall be remain a fully entitled member only so long as that person:

(i) Abides by the Code of Professional Practice of the Association.

(ii) Abides by the Constitution of the Association.

(iii) Pays by the due date all fees set by the Board from time to time.

(4) Board recognised vote entitled members of the Association may display the Association's logo and state, in a form acceptable to the Board, a claim of membership in the Association on their business stationery and advertising.

 

7. MEMBERSHIP FEES

(1) The membership fees for membership shall be such sum as the Board shall determine from time to time.

(2) The Board shall be entitled to waive a portion of the membership fees should an application for membership be received three months after the commencement of the financial year for the Association with the amount of such reduced fee to be determined by the Board at its sole discretion.

(3) The subscription fees shall be payable annually or at such other time as the Board shall determine from time to time.

(4) Any member whose membership fee is outstanding for more than seven (7) days after the due date for payment shall cease to be a fully entitled member of the Association.  Rules 6(3) and 6(4) having automatic, full and immediate effect, provided always that the Board may reinstate such a person's membership on such terms as it thinks fit.

 

8. RESIGNATION

A member may resign from membership of the Association by giving written notice thereof to the Secretary or Public Officer of the Association.  Any member so resigning shall be liable for any outstanding membership fees which shall be recovered as a debt due to the Association.

 

9. EXPULSION OF A MEMBER

(1) Subject to giving a member an opportunity to be heard or to make a written submission, the Board may resolve to expel or suspend for a specified period of time or until further notice a member from membership of the Association:

(a) Upon a charge of misconduct detrimental to the interests of the Association.

(b) A breach of the Code of Professional Practice of the Association.

(c) If the member ceases to be entitled to membership pursuant to the provisions of the Rules.

(2) Particulars of the charge shall be communicated to the member at least thirty (30) days before the meeting of the Board at which the matter will be determined.

(3) The determination of the Board shall be communicated to the member, and in the event of an adverse determination the member shall subject to sub-Rule (4) cease to be a member fourteen (14) days after the Board has communicated its notice of determination to him.

(4) It shall be open to a member to appeal to the Association in General Meeting against the expulsion.  The intention to appeal shall be communicated to the Secretary or Public Officer of the Association within fourteen (14) days after the determination of the Board has been communicated to the member.

(5) In the event of an appeal under sub-Rule (4) the appellant's membership of the Association shall not be terminated unless the determination of the Board to expel the member is upheld by the members of the Association in General Meeting after the appellant has been heard, and in such event membership will be terminated at the date of the General Meeting at which the determination of the Board is upheld.

 

10. ADMINISTRATION

(1) The affairs of the Association shall be managed and controlled exclusively by the Board which in addition to any powers and authorities conferred by these Rules may exercise all such powers and do all such things as are within the objects of the Association, and are not by the Act or by these Rules required to be done by the Association in General Meeting.

(2) The Board shall have the power to appoint and terminate such officers and employees as are required to carry out the objects of the Association, including a Public Officer required by the Act, and may discuss or delegate any of its powers to such officers and employees.

(3) The Board may appoint a natural person to fill a casual vacancy and such Board member shall hold office until the next Annual General Meeting of the Association and shall be eligible for reappointment.

 

11. BOARD MEMBERSHIP

(1) The Board shall consist of the office bearers of the Association and up to four (4) ordinary members each of whom shall be elected at an Annual General Meeting of the Association.

(2) The office bearers of the Association shall be:

(a) The Chairperson.

(b) The Secretary.

(c) The Treasurer.

(3) To be eligible for appointment as Chairperson or as Secretary a person must have been a Practitioner or Associate Member of the Association for a minimum period of six (6) months prior to their election.

(4) Ordinary members of the Board shall, subject to these Rules, hold office until the Annual General Meeting following such member's election and shall be eligible to stand for re-election without nomination.

(5) The Chairperson and Secretary of the Board shall, subject to these Rules:

(a) Hold office until the second Annual General Meeting following such memberís election.

(b) Not cause the usual election schedule for both office positions to be vacated in any one Annual General Meeting evolution. 

(c) Shall be eligible to stand for re-election without nomination.

 

12. ELECTION OF BOARD MEMBERS

(1) Nomination for a position either as an office bearer or ordinary member of the Board:

(a) Shall be in writing and be signed by the Nominee and a member as Proposer and shall be accompanied by the written consent of the Nominee.

(b) Shall be delivered to the Secretary twenty one (21) days prior to the Annual General Meeting at which the election is to take place.

(c) The Secretary shall then cause the members to be notified of nominations to the Board fourteen (14) days prior to such meeting.

(2) If only one nomination is received for a position as an office bearer the person so nominated shall be deemed to be elected.

(3) If insufficient nominations are received to fill all vacancies on the Board those persons nominated to be ordinary members of the Board shall be deemed to be elected and further nominations for any vacant positions as an office bearer or an ordinary member shall be received at the Annual General Meeting.

(4) If insufficient further nominations are received at the Annual General Meeting any vacant positions remaining on the Board shall be deemed to be casual vacancies.

(5) If more than one nomination is received for a position as an office bearer or more than four (4) nominations are received as ordinary members of the Board a ballot shall be held.

(6) The ballot for the election of office bearers and ordinary members of the Board shall be conducted at the Annual General Meeting in such usual and proper manner as the Chairperson may direct.

(7) No person may hold more than one position on the Board.

 

13. SECRETARY

(1) The Secretary of the Association shall, as soon as practicable after being appointed as Secretary, lodge notice with the Association of his or her address.

(2) It is the duty of the Secretary to keep minutes of:

(a) All appointments of office bearers and members of the Board.

(b) The names of members of the Board present at a Board Meeting or a General Meeting.

(c) All proceedings at Board Meetings and General Meetings.

(3) Minutes of proceedings at a meeting shall be signed by the Chairperson of the meeting or by the Chairperson of the next succeeding meeting.

 

14. TREASURER

It is the duty of the Treasurer of the Association to ensure that:

(1) All money due to the Association is collected and received and that all payments authorised by the Association are made.

(2) Correct books and accounts are kept showing the financial affairs of the Association including full details of all receipts and expenditure connected with the activities of the Association.

 

15. CASUAL VACANCIES

For the purposes of these Rules, a casual vacancy in the office of a member of the Board occurs if a member:

(1) Dies.

(2) Ceases to be a member of the Association.

(3) Becomes an insolvent under administration within the meaning of the Corporations Law.

(4) Resigns office by notice in writing given to the Secretary.

(5) Is removed from office under Rule 16.

 

16. DISQUALIFICATION OF BOARD MEMBERS

The office of Board member shall become vacant if a Board member is:

(1) Disqualified by the Act.

(2) Expelled under these Rules.

(3) Permanently incapacitated by ill health.

(4) Absent without apology from more than three consecutive Board Meetings.

 

17. PROCEEDINGS OF BOARD

(1) The Board shall meet together for the dispatch of business monthly or at the discretion of the Board.

(2) Questions arising at any meeting shall be decided by a majority of votes and in the event of equality of votes, the Chairperson shall have a casting vote in addition to a deliberative vote.

(3) A member of the Board having a pecuniary interest in a contract with the Association must disclose that interest to the Board as required by the Act, and shall not vote with respect to that contract.

(4) Only the votes of members of the Board will be reflected in the processes of a Board Meeting.

(5) Any member may attend to observe Board Meetings whilst the Board Chairperson may exclude all observers from a Board Meeting during any ìin cameraî meeting process.

 

18. FINANCIAL YEAR

The financial year of the Association shall be the period of twelve (12) months ending on thirtieth (30) June in each year.

 

19. ANNUAL GENERAL MEETING

(1) The Annual General Meeting of the Association shall be held within five months of the end of each financial year.

(2) Notice of the Annual General Meeting shall be given to the members at least thirty (30) days in advance.

(3) The Annual General Meeting shall be convened within the time period stipulated on such date and at such place and time as the Board thinks fit.

(4) The business of the Annual General Meeting shall be:

(a) To confirm the minutes of the preceding Annual General Meeting and of any Special General Meeting held since that meeting.

(b) To receive from the Board reports on the activities of the Association during the preceding financial year.

(c) To elect office bearers of the Association and ordinary members of the Board as provided by the Rules.

(d) To appoint an Auditor for the current financial year.

(e) Any other business requiring consideration by the Association in General Meeting.

 

20. SPECIAL GENERAL MEETING

(1) The Board may, whenever it thinks fit, convene a Special General Meeting of the Association.

(2) The Board shall, on the requisition in writing of not less than 20% of the total number of members of the Association convene a Special General Meeting within sixty (60) days.

(3) A requisition of members for a Special General Meeting:

(a) Shall state the purpose or purposes of the meeting.

(b) Shall be signed by the members making the requisition.

(c) Shall be lodged with the Secretary.

(d) May consist of several documents in a similar form, each signed by one or more of the members making the requisition.

(4) If a Special General Meeting is not convened within sixty (60) days as required by sub-Rule (2) the requisitionists may convene a Special General Meeting.  Such a meeting shall be convened in the same manner as a meeting convened by the Board, and for this purpose the Board shall ensure that the requisitionists are supplied free of charge with particulars of the members entitled to receive a meeting notice.  The reasonable expenses of convening and conducting such a meeting shall be borne by the Association.

(5) Subject to sub-Rule (6) at least twenty one (21) days notice of any Special General Meeting shall be given to members.  The notice shall set out where and when the meeting will be held, and particulars of the nature and order of the business to be transacted at the meeting.

(6) Notice of a meeting at which a Special Resolution is to be proposed shall be given at least twenty one (21) days prior to the date of the meeting.

 

21. MINUTES

(1) Proper minutes of all proceedings of meetings of the Association and Board, shall be entered within thirty (30) days after the relevant meeting in minute books kept for the purpose.

(2) The minutes kept pursuant to this Rule shall be signed by the Chairperson of the meeting at which the proceedings took place or by the Chairperson of the next succeeding meeting.

(3) Where minutes are entered and assigned they shall until the contrary is proved by evidence that the meeting is convened and duly held, that all proceedings held at the meeting shall be deemed to have been duly held, and that all appointments made at a meeting shall be deemed to be valid.

 

22. PROCEDURE AT MEETINGS

(1) If within thirty (30) minutes after the time appointed for the meeting a quorum of members is not present a meeting convened upon the requisition of members shall lapse. In any other case:

(a) The meeting shall stand adjourned to the same day in the next week and at the same time and place.

(b) If at such adjourned meeting a quorum is not present within thirty (30) minutes of the time appointed for the meeting the members present shall form a quorum.

 

23. PRESIDING MEMBER

(1) The Chairperson or, in the Chairperson's absence, the Secretary, shall preside as Chair at each General Meeting of the Association.

(2) If the Chairperson and the Secretary are absent from a General Meeting or unwilling to act, the members present shall elect one of their number to preside as Chairperson at the meeting.

 

24. VOTING

(1) Upon any question arising at a General Meeting of the Association a member has one vote only, provided that if the Board shall:

(a) Before a General Meeting resolve that any particular matter to be raised thereat concerns the interests of only one or more (but not all) of the categories of membership, and

(b) The Board so informs those present at the meeting then only those members of that category or those categories shall be entitled to vote on such matter.

(2) All votes shall be given personally or by proxy but no member may hold more than five (5) proxies.

(3) In the case of an equality of votes on a question at a General Meeting, the Chairperson of the meeting is entitled to exercise a second or casting vote.

(4) A member or proxy is not entitled to vote at any minuted meeting of the Association unless all money due to the Association by the member or proxy is recorded as cleared funds through accepted minutes from a Treasurerís report.

 

25. PROXIES

A member shall be entitled to appoint in writing a natural person who is also a current member of the Association to be the bearer and presenter of a proxy vote at any meeting of the Association.  The Chairperson is to receive all written notices of appointment of proxy vote at the time member attendance is recorded in the minutes.  Records of appointment of proxy and the use of proxy at each vote are to be recorded in meeting minutes.

 

26. QUORUM

A quorum shall be:

(1) At a General Meeting - seven (7) members or twenty percent (20%) of the total membership, whichever is the lesser.

(2) At a Board Meeting - three (3) members.

 

27. ACCOUNTS

(1) The Board shall cause a banking account to be opened in the name of the Association into which all monies received shall be paid by the Treasurer as soon as possible after receipt.

(2) Except with the authority of the Board, no payment of a sum exceeding ten dollars ($10.00) shall be made out of the funds of the Association otherwise than by cheque.

(3) A cheque drawn on the account of the Association shall be signed by the Treasurer and one other member of the Board.  Should the Treasurer be unavailable, then any other member of the Board may sign.

 

28. AUDITOR

(1) A person appointed Auditor at each Annual General Meeting shall hold office until the Annual General Meeting next after that at which he is appointed, and is eligible for reappointment.

(2) The first Auditor of the Association may be appointed by the Board before the next Annual General Meeting, and, if so appointed, shall hold office until the next Annual General Meeting, unless previously removed by a resolution of the members at a General Meeting, in which case the members at that meeting may appoint an Auditor to act until the next Annual General Meeting.

(3) If an appointment is not made at an Annual General Meeting the Board shall appoint an Auditor of the Association for the then current financial year of the Association.

(4) Except as provided in sub-Rule (3) of this Rule, the Auditor may only be removed from office by Special Resolution.

(5) If a casual vacancy occurs in the office of Auditor during the course of a financial year of the Association, the Board may appoint a person as the Auditor and the person so appointed shall hold office until the next succeeding Annual General Meeting.

 

29. AUDIT OF ACCOUNTS

(1) Once at least in each financial year of the Association, the accounts of the Association shall be examined by the Auditor.

(2) The Auditor shall certify as to the correctness of the accounts of the Association and shall report thereon to the members present at the Annual General Meeting.

(3) In his report, and in certifying to the accounts, the Auditor shall state:

(a) Whether he has obtained the information required by him.

(b) Whether, in his opinion, the accounts are properly drawn up so as to exhibit a true and correct view of the financial position of the Association according to the information at his disposal and the explanations given to him and as shown by the books of the Association.

(c) Whether the Rules relating to the administration of the funds of the Association have been observed.

(4) The Public Officer of the Association shall cause to be delivered to the Auditor a list of all accounts, books, and records of the Association.

(5) The Auditor:

(a) Has a right of access to the accounts, books, records, vouchers, and documents of the Association.

(b) May require from the servants of the Association such information and explanations as may be necessary for the performance of his duties as Auditor.

(c) May employ persons to assist him in investigating the accounts of the Association.

(d) May, in relation to the accounts of the Association, examine any member of the Board or any servant of the Association.

 

30. PROPERTY OF THE ASSOCIATION

(1) The income and property of the Association however derived, shall be applied solely toward the promotion of the objectives and purposes of the Association and no portion thereof shall be paid or transferred directly or indirectly by dividend, bonus or otherwise by any member or non-member of the Association.  All property / fixed assets are to be recorded in the books of account for the Association.

(2) Nothing in the foregoing provisions of this Rule prevents the payment in good faith to a servant or member of the Association of:

(a) Remuneration in return for service actually rendered to the Association by the servant or member, or for goods supplied to the Association by the servant or member in the ordinary course of business.

(b) Interest at current bank overdraft on money lent.

(c) A reasonable and proper sum by way of rent for premises lent to the Association by a servant or member.

 

31. BORROWING POWERS

(1) Subject to this Rule the Association may borrow money or other financial credits from banks or other institutions upon such terms and conditions as the Board sees fit, and may secure the repayment by charging the property of the Association.

(2) The Board shall not effect borrowingís in excess of the sum equivalent to twenty percent (20%) of the value of the assets of the Association unless such borrowing is approved at a Special General Meeting of the Association called by the Board for the purpose.

 

32. AMENDMENT TO THE RULES

(1) Subject to approval by a Special Resolution at a Special General Meeting or AGM, these Rules may be altered (including an alteration to name), or be rescinded and replaced by substituted Rules.  Such an alteration shall be registered with the  Commission as required by the Act.  The Association will accept and enact upon all Rule alterations, amendments or changes immediately a resolution is recorded as carried.

(2) The registered Rules shall bind the Association and every member to the same extent as if they had respectively signed and sealed them, and agreed to be bound by all of the provisions thereof.

 

33. SPECIAL RESOLUTION

A resolution of the Association is a Special Resolution if:

(1) It is passed by a majority which comprises not less than three-quarters of such members of the Association as, being entitled under these Rules so to do, vote in person or by proxy at a General Meeting of which not less than twenty one (21) days written notice specifying the intention to propose the resolution as a Special Resolution was given in accordance with these Rules.

(2) Where it is made to appear to the Commission that it is not possible or practicable for the resolution to be passed in the manner specified in paragraph (a); the resolution is passed in a manner specified by the Commission.

 

34. WINDING-UP

The Association may be wound-up in the manner provided for in the Act.

 

35. APPLICATION OF SURPLUS ASSETS

If after the winding up of the Association there remains "surplus assets" as defined in the Act, such surplus assets shall be appropriated in accordance with this Rule which, subject to the requirements of the Act will empower the Association in liquidation of its assets to distribute the money or residual property assets as a donation to a registered charity.

 

36. FUNDS

The Funds of the Association shall be derived from membership joining fees, annual subscriptions, calls upon the membership, donations and from such other sources, directions or actions as the Board determine.

 

37. NOTICES

(1) Notice to a member can not be verbal and must be legible writing and in English addressed to the member concerned at the member's address set out in the nominated form lodged by the member or such more current address as the member shall notify to the Secretary in writing.  It is the individual member's duty to provide an accurate and current contact address for service of Notice to a member.

(2) A Notice may be served by giving it to a member of the Association personally, by posting it, by prepaid mail, by faxing it, by transmitting it by e-mail or other electronic means or such other method as shall be prescribed from time to time by the Board.

(3) If the Notice is posted by pre-paid post, it is deemed to be received by the member two (2) business days after the postal destination's scheduled delivery date, as will be advised by the postal authority.

(4) If a Special General Meeting is not convened within sixty (60) days as required by sub-Rule (2) the requisitionists may convene a Special General Meeting.  Such a meeting shall be convened in the same manner as a meeting convened by the Board, and for this purpose the Board shall ensure that the requisitionists are supplied free of charge with particulars of the members entitled to receive a meeting notice.  The reasonable expenses of convening and conducting such a meeting shall be borne by the Association.

(5) Subject to sub-Rule (6) at least twenty one (21) days notice of any Special General Meeting shall be given to members.  The notice shall set out where and when the meeting will be held, and particulars of the nature and order of the business to be transacted at the meeting.

(6) Notice of a meeting at which a Special Resolution is to be proposed shall be given at least twenty one (21) days prior to the date of the meeting.

 

38. CODE OF PROFESSIONAL PRACTICE

(1) The Association may by Special Resolution pass at a General Meeting of the Association adopt a Code of Professional Practice applicable to the members of the Association.

(2) If a Code of Professional Practice is adopted it shall be a requirement for eligibility for continued membership or admission to membership of the Association that each member formally agree in writing to adopt the Code of Professional Practice applicable to that member's conduct as a Neuralign Practitioner.

(3) A breach of the adopted Code of Professional Practice shall constitute a breach of the Rules of this Association.

(4) A Code of Professional Practice once adopted by the Association may only be altered by a Special Resolution of the members at a General Meeting.

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