The English Teachers Association of New South Wales
20th December 2006
PART 1 - Name
1.01 The name of the Association is "The English Teachers' Association of New South Wales of New South Wales Incorporated" (hereinafter called the Association).
PART 2 - Objects
The objects of the Association are:
2.01 To promote and stimulate the study of English and English teaching.
2.02 To provide a forum for those interested in the teaching of English to express views, exchange ideas and disseminate knowledge.
2.03 To represent professionally the views of persons connected with the teaching of English.
2.04 To write, print, publish and distribute any materials related to the teaching of English that the Association may think desirable for the promotion of its objects.
2.05 To liaise with individuals and groups who share a common professional interest in English.
PART 3 - Membership
3.01 Membership in this Association is available to any individual who is interested in or involved in the objects of the Association and who:
- is a practising teacher of English; or
- is a person who in the opinion of the Executive is especially interested in or has contributed notably to the advancement of the study and teaching of English.
3.02 Membership is conditional upon the payment of an annual subscription according to the following categories.
- 3.02.1 Personal Members
These members shall be entitled to vote and hold office in the Association and may receive all publications and services of the Association according to the procedures established by the Executive.
- 3.02.2 Corporate Members
Organisational membership is available under this description to any international, national, state or local organization including schools, colleges or universities interested in the objects of the Association. Each Corporate Member shall be entitled to one vote by a nominated delegate acceptable to the Executive in elections of the Association but no such delegate shall be entitled to hold office through Corporate Membership nor may Corporate Members nominate others for office.
- 3.02.3 Student Members
These shall be persons undertaking full-time courses of instruction in preparation for the teaching of English at Primary, Secondary or Tertiary levels.
- 3.02.3 Honorary Members
These members shall be appointed by Executive once only for no greater time than two years and shall be persons who are temporarily resident in New South Wales.
- 3.02.4 Honorary Life Members
These members shall be appointed by the Association in general meeting. Honorary Life Members shall be members who have given long and honorable service to the Association.
- 3.02.5 Casual/Relief Teacher Members
These shall be persons working as a casual/relief teacher at Primary, Secondary or Tertiary levels. Each Casual/Relief teacher member shall be entitled to vote, and may receive all publications and services of the Association according to the procedures established by the Executive.
3.03 No Honorary Member or Honorary Life Member shall be liable for any subscription fees. Honorary Members and Honorary Life Members shall not be entitled to vote at any meeting of the Association. Should an Honorary Life Member wish to retain voting rights in the Association, he or she will need to take out personal membership in addition to being an Honorary Life Member.
3.04 Every applicant for membership shall complete the appropriate membership form and shall forward it, together with the current annual subscription, to the person or body as determined by the Executive.
3.05 The Executive reserves the right to decline an application for membership without providing reasons for doing so.
3.06 The annual subscription payable by all categories of members except Honorary Members and Honorary Life Members shall be determined by the Executive annually.
3.07 The annual subscription payable by all categories of members except Honorary Members and Honorary Life Members shall become due and payable on the first day of every calendar year.
3.08 If the subscription of a member remains unpaid for a period of one calendar month after the date of renewal, then membership and all rights pertaining thereto will be suspended. Upon payment of all arrears, membership will resume from the date of payment.
3.09 Membership of the Association will automatically cease on death, mental incapacity or, in the case of corporate membership, insolvency.
3.10 A member may at any time by notice in writing to the Secretary, resign membership of the Association, but shall continue to be liable for any monies due to the Association.
3.11 A member who is under investigation or against whom allegations of misconduct have been made or, in the opinion of the Executive, has conducted themselves in ways prejudicial to the Association may have their membership cancelled.
3.12 Prior to having membership cancelled the member must have the opportunity to respond to such allegations, according to the principles of natural justice.
3.13 Cancellation of membership may only occur at a meeting of the Executive after:
- receipt by the Secretary of a notice of motion to this effect;
- notification in writing to the member concerned at least one week prior to the date of the meeting;
- the provision to the member concerned of notice of the grounds alleged for dismissal;
- the passing of the motion for cancellation must be carried by a two-thirds majority of the Executive present at the meeting.
PART 4 - The Executive and Committees
Part 4A – The Executive
4A.01 The Executive shall be a body normally consisting of no more than nine directors.
4A.02 The Executive shall be responsible for policy making and managing the business of the Association. It shall receive, consider and act on reports from staff, officers and committees.
4A.03 All directors shall be obliged to make an active contribution to the work of the Association for the duration of their term on the Executive.
4A.04 The Executive shall meet at least four times a year.
4A.05 In the event of any director's being unable to attend an Executive meeting, an apology shall be forwarded to the Hon Secretary before the same meeting.
4A.06 The Executive directors of the Association shall be a President, an Honorary Secretary and an Honorary Treasurer. In addition to these, there will be a Vice President, a Manager Units, the Manager mETAphor and up to three other directors with duties defined as required.
4A.07 The President:
- shall represent and stand for the Association during his/her term of office;
- shall chair meetings of the Association, the Executive and committee plenaries;
- shall direct the business of the Association, and other officers of the Association will provide him/her with material necessary to carry out this function.
4A.08 The Vice President:
- shall represent and stand for the Association in the absence of the President;
4A.09 The Honorary Secretary:
- shall be responsible for receiving, filing and preserving the correspondence of the Association;
- shall notify the President of the contents of correspondence in time for the authorisation of any agenda, and tabling it at the Executive Meetings:
- shall be responsible for sending out notices for meetings as authorised by the President;
- shall ensure that minutes are made of all appointments of officers and assistants, the names of members present at all meetings and of all proceedings at meetings;
- shall be responsible for organising the Annual General Meeting.
4A.10 The Honorary Treasurer:
- shall be responsible for the receipt and expenditure of all monies of the Association, and maintaining the balance of the same;
- shall maintain financial records of the Association;
- shall provide financial reports, budget estimates and advice to the Executive and the Executive;
- shall be responsible for preparing a balance sheet for audit prior to the Annual General Meeting, and presenting a report to the Annual General Meeting.
4A.11 The Executive may meet as they think fit, provided that their discussions are communicated to the Committees forthwith.
4A.12 Editors of the Association's publications distributed as part of membership entitlement (newsletters, journals) shall be members of the Executive. Editors may invite guest editors, who are members of the Association but not necessarily members of the Executive, to edit certain issues, subject to Executive approval.
4A.13 The Editors shall be responsible to the Executive for maintaining the standard of the Association's regular publications in accordance with the objects of the Association and in consultation with the Executive and Committees.
4A.14 At the Annual General Meeting of the Association the members of the Executive shall be elected from among members.
4A.15 The Executive shall hold office until the next Annual General Meeting when they shall all retire.
4A.16 All members of the Executive shall be eligible for re-election.
4A.17 All nominations for the Executive need to be in the hands of the Secretary at a date before the Annual General Meeting. This date will be publicised by the Secretary on Executive Nomination Forms and on the Association web site.
4A.18 The Executive shall have the authority, through a majority vote at an Executive meeting, to appoint up to two extra members to the Executive - such appointments to last until the next Annual General Meeting.
The process for such appointment to be as follows:
- Any such potentially co-opted members must be formally nominated and seconded by existing Executive members.
- Nominations must be tabled one month or one regular scheduled Executive meeting in advance of voting - whichever is the longer period.
- Notification of nominations must be recorded in the minutes of the meeting at which potentially co-opted members are nominated.
4A.19 The Executive may by ordinary resolution remove any director before the expiration of that person's period of office, and may by an ordinary resolution appoint another person in his/her place.
4A.20 A member of the Executive with the support of at least two others may direct the Secretary to summon a meeting of the Executive.
4A.21 Questions arising at any meeting of the Executive shall be decided by a majority of votes, and a determination by a majority of the members of the Executive shall be deemed a determination of the Executive. In case of an equality of votes the Chair of the meeting shall have a second or casting vote.
4A.22 The quorum necessary for the transaction of the business of the Executive shall be five.
4A.23 Continuing members of the Executive which has fallen below a quorum may act for the purpose of increasing the number of members of the Executive to a quorum or summon a general number as it thinks fit.
4A.24 The President shall preside as Chairperson at every meeting of the Executive. In the event of the President's absence the Vice President shall chair the meeting. If the Vice President is not present at the meeting, then the members may choose one of their number to chair the meeting.
4A.25 Executive Meetings shall be open to the membership.
PART 4B – Committees
4B.01 The professional development work of the Association will be undertaken by committees of members (“Committees”) dedicated to specific areas of interest and lead by a Committee Manager.
4B.02 The Executive may from time to time resolve to approve the formation of a Committee for a specific area of interest.
4B.03 The members of a Committee shall be as approved or nominated by the Executive from time to time.
4B.04 The Executive may from time to time in its discretion resolve to
- dissolve a Committee
- suspend a committee for such a period of time as it thinks fit and
- remove members of a Committee and appoint new members to the Committee.
4B.03 The Executive may delegate any of its powers to Committees as it thinks fit and any Committee so formed shall exercise the powers delegated to it in accordance with any directions of the Executive. The effect of a Committee exercising a power delegated to it by the Executive is the same as if the Executive exercised it.
4B.04 Subject to any directions from the Executive to the contrary, a Committee may meet and adjourn as it thinks proper. Questions arising at any meeting of a Committee shall be determined by a majority of votes by the members of the Committee present and in case of an equality of votes the Committee Manager shall have a second or casting vote.
4B.05 Each Committee shall furnish to the appropriate meeting of the Executive a report of its activities and shall tender to the Executive such advice concerning the subject matter of its activities as the Executive deems desirable.
PART 5 - Units (traditionally known as Branches)
5.01 In the event that not less than five members inform the Executive in writing of their intention to set up a unit of the Association and the Executive approves such intention then such members may adopt such rules for the conduct of the unit as are from time to time approved by the Executive and are not inconsistent with these rules.
5.02 The role of a unit shall be to provide an opportunity for local members to meet professionally for the purpose of sharing ideas on English teaching.
5.03 Any unit of the Association will be designated "The __________ Unit of the English Teachers' Association of New South Wales Incorporated".
5.04 The conduct of unit affairs shall be the responsibility of an annually elected Unit Executive and shall not be contrary to this Constitution.
5.05 Units shall forward the names of their office-bearers (President, Secretary and Treasurer) to the Secretary of the Association within one month of the election of officers. Such notification shall be regarded as evidence of the unit’s active operation and a prerequisite for any of the benefits associated with the use of the ETA banner.
5.06 A unit may apply to the Executive for a grant at any time for the purpose of financing communications, such as postage, printing, emails and telephone calls, with those members associated with the unit.
5.07 At the end of the financial year the Treasurer of the unit shall forward to the Hon Secretary of the Association a copy of the unit's properly audited balance sheet.
5.08 From time to time, the Executive may invite units to apply for other grants if savings permit.
5.09 No member shall be an office-bearer on both the Executive of the Association and a unit Executive of the Association at the same time. Members may, however hold the position of Committee member of the Association and the position of officer on a unit Executive of the Association.
5.10 No unit of the Association nor any member or officer of any unit shall have the authority to commit the Association to any engagement, financial liability or obligation whatsoever, unless authorised in writing by the Executive of the ETA.
5.11 The Executive may terminate the right of the Unit of the Association to operate if it considers to have acted in a manner unbecoming or prejudicial to the Association, provided that the Executive has notified in writing this intention to the unit and the unit has been given an opportunity to explain according to the principles of natural justice.
5.12 If a unit ceases to operate, the remaining members shall arrange for the return of the assets of the unit to the Treasurer of the Association.
PART 6 - General meetings
6.01 An Annual General Meeting of the Association shall be held by the 20th December of each year.
6.03 The business of the Annual General Meeting shall be:
- to receive the report of the President outlining the Executive's activities for the preceding year;
- to receive a Statement of Accounts and a Balance Sheet from the Hon. Treasurer;
- to receive the reports of Committee Managers
- to elect the Executive for the next year from the list of nominations;
- to consider any business relating to the affairs of the Association;
- any other business.
6.04 All general meetings, other than the Annual General Meetings, shall be called Extraordinary General Meetings.
6.05 Up to three Extraordinary General Meetings can be called annually by either three (3) members of the Executive or twenty (20) voting members of the Association. Such a request must outline the objects of the meeting, be signed by all members requesting the meeting and be lodged with the Hon. Secretary. If the Executive does not duly proceed to convene a meeting within twenty one days of the requisition being deposited with the Hon. Secretary, then the requisitionists may themselves convene the meeting within three months of the deposit.
6.06 No business may be transacted at any meeting unless a quorum is present. A quorum at a General Meeting is twenty members. A 'member' includes a person attending as a proxy or as representing a corporation which is a member.
6.07 The appointment of a proxy shall be in writing. A proxy may but need not be a member of the Association. A proxy vote must be recorded in writing on the letter of authorisation.
6.08 If no quorum is present, the meeting may decide to proceed or disband. If the meeting proceeds all business transacted shall be subject to ratification by a further meeting.
6.09 The President shall preside as Chairperson at every meeting. In the event of the President's absence a member of the Executive shall chair the meeting. If a member of the Executive is not present at the meeting, then the members may choose one of their number to chair the meeting.
6.10 At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is demanded by the Chairperson or at least three members at the meeting.
6.11 In the case of an equality of votes, the Chairperson of the meeting shall be entitled to a second or casting vote.
PART 7 - Income and property
7.01 The income and property of the Association, however derived, shall be applied solely towards the promotion of the objects and purposes of the Association and no portion thereof shall be paid or transferred, directly or indirectly, by dividend, bonus, or otherwise to any member of the Association.
7.02 The Association shall not appoint a member of the Executive to any office in the Association for which there is any financial remuneration other than repayment of out-of-pocket expenses.
7.03 Nothing in the foregoing provision prevents the payment in good faith to a servant of the Association or member of the Executive of remuneration in return for services actually rendered or for goods supplied to the Association in the ordinary course of business.
7.04 In the event of the winding up of the Association, if there remains, after payment of all its debts and liabilities, and property whatsoever shall not be distributed amongst the members of the Association, but shall be transferred or given to some other institution or institutions, to be determined by the members of the Association at or before the time of dissolution, having objects similar to the objects of the Association, and if and so far as effect cannot be given to the aforesaid provision, then to some charitable object.
PART 8 - Accounts
8.01 True accounts shall be kept of all sums of money received and expended by the Association and the matter in the respect of which the receipt and expenditure takes place for the financial year; and of the property, credits and liabilities of the Association; and subject to any reasonable restrictions as to time and matter of inspecting them that may be imposed by the Association for the time being, those accounts shall be opened to inspection by a duly authorised representative of any unit of the Association.
8.02 The Treasurer of the Association shall faithfully keep all general records, accounting books, and records of receipts and expenditure connected with the operations and business of the Association in such form and manner as the Executive may direct.
8.03 The accounts, books and records referred to in 8.02 shall be kept at the Association's office, or at such a place as the Executive may decide.
PART 9 - Banking and Finance
9.01 The Treasurer of the Association shall be responsible for receiving all money paid to the Association and the issuing of receipts.
9.02 The Executive shall cause to be opened with such bank or other financial institution as the Executive selects a banking account or banking accounts in the name of the Association into which all monies received shall be paid as soon as possible after the receipt thereof.
9.03 No cheques shall be drawn on the Association's bank account except for the payment of expenditure which has been authorised by the Executive.
9.04 All cheques, drafts, bills of exchange, promissory notes, and other negotiable instructions shall be signed by the Treasurer or any officer duly appointed from time to time by the Executive for that purpose.
PART 10 - Auditor
10.01 At each Annual General Meeting, the Executive shall appoint a person who is not a member of the Executive or the Public Officer of the Association as the auditor of the Association. A person so appointed shall hold office until the next Annual General Meeting after that at which he or she is appointed, and is eligible for reappointment. The Executive may appoint a person to fill, until the next Annual General Meeting, a casual vacancy which may arise in the office of auditor.
PART 11 - audit of Accounts
11.01 Once at least in each financial year of the Association, the accounts of the Association shall be examined by the auditor.
11.02 The auditor shall certify as to the correctness of the accounts of the Association and shall report thereon to the Executive at the Annual General Meeting.
11.03 In the report, and in certifying to the accounts, the auditor shall state whether he or she has obtained the information required by him or her; whether, in his or her 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 or her disposal and the explanations given to him or her as shown by the books of the Association; and whether the rules relating to the administration of the funds of the Association have been observed.
11.04 The Treasurer of the Association shall cause to be delivered to the auditor a list of all the accounts, books and records of the Association for the previous financial year.
11.05 The Auditor has a right of access to the accounts, books, records, vouchers, and documents of the Association; may require from the servants of the Association such information and explanations as may be necessary for the performance of his or her duties as auditor; may employ persons to assist in investigating the accounts of the Association and may examine, in relation to the accounts, any member of the Executive or any servant of the Association.
PART 12 - Miscellaneous
12.01 A register of members shall be kept by the Association showing the name, address and date of commencement of membership of each member. Provision for noting the date of cessation of membership shall also be contained in the register.
12.02 The members of the Association shall have no liability to contribute towards the payment of debts and liabilities of the Association or the costs, charges and expenses of the winding up of the Association except to the amount of any unpaid membership fees.
12.03 The Association shall effect and maintain insurance as required under the Associations Incorporation Act together with any other insurance which may be required by law or regarded as necessary by the Association.
12.04 The funds of the Association shall be derived from the fees of members, donations, grants and such other sources approved by the Association.
12.05 The Common Seal of the Association shall be kept in the custody of the Secretary and shall only be affixed to the document with the approval of the Executive. The stamping of the Common Seal shall be witnessed by the signatures of two (2) members of the Executive.
PART 13 - Special Resolutions
13.01 A special resolution may be passed by a general meeting of the Association to effect the following:
- 13.01.1 to change the name of the Association;
- 13.01.2 to change the Constitution of the Association;
- 13.01.3 to change the objects of the Association;
- 13.01.4 to change or amend By-laws of the Association to amalgamate with another incorporated Association;
- 13.01.5 to voluntarily wind up the Association and distribute the property of the Association;
- 13.01.7 to make an application for registration as a Company.
13.02 A special resolution shall be passed in the following manner:
- 13.02.1 a notice must be sent to all members advising that a general meeting is to be held to consider a special resolution;
- 13.02.2 the notice must give details of the proposed special resolution and give at least twenty one (21) days notice of the meeting;
- 13.02.3 a quorum must be present at the meeting;
- 13.02.4 at least a three quarters majority of those present and eligible to vote must vote in favour of the resolution.
- 13.02.5 In situations where it is not possible or practicable for a resolution to be passed as described above, a request may be made to the NSW Office of Fair Trading for permission to pass the resolution in some way.
PART 14 - Public Officer
14.01 The Executive shall ensure that a person is appointed as Public Officer.
14.02 The first Public Officer shall be the person who completed the application for incorporation of the Association.
14.03 The Executive may at any time remove the Public Officer and appoint a new Public Officer provided the person appointed is eighteen (18) years of age or older and a resident of New South Wales.
14.04 The Public Officer shall be deemed to have vacated his position in the following circumstances:
- 14.01.1 death;
- 14.01.2 resignation;
- 14.01.3 removal by the Executive or at a general meeting;
- 14.01.4 bankruptcy or financial insolvency;
- 14.01.5 mental illness;
- 14.01.6 residency outside New South Wales.
14.05 When the vacancy occurs in the position of Public Officer the Executive shall within fourteen (14) days notify the NSW Office of Fair Trading by the prescribed form and appoint a new Public Officer.
14.06 The Public Officer may be an office bearer, a member of the Executive or any other person regarded as suitable for the position by the Executive.