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The Constitution of ASEATTA
THE AUSTRALASIAN and SOUTH-EAST ASIAN TISSUE TYPING ASSOCIATION INCORPORATED 1.0 NAME The name of the Association is "THE AUSTRALASIAN and SOUTH-EAST ASIAN TISSUE TYPING ASSOCIATION INCORPORATED" (the Association). 2.0 DEFINITIONS 2.1 ASEATTA "STATE" : For the purposes of this constitution the ASEATTA "state"s shall comprise Western Australia, South Australia, Queensland, Victoria, New South Wales, Australian Capital Territory, New Zealand, Thailand, India, Indonesia, Mongolia, The Philippines, Hong Kong and Singapore. Additional countries or territories may be granted the status of an ASEATTA "State" by simple majority approval of the Council. 2.2 DEFINITION OF "TERM OF OFFICE" FOR A COUNCILLOR : A term of office for a Councillor will consist of the interval between the conclusion of an Annual General Meeting and the conclusion of the succeeding Annual General Meeting. 3.0 OBJECTS The objects of the Association are: 3.1 To promote, encourage and assist the study of Tissue Typing and Transplantation Immunology. 3.2 To provide research facilities, grants, quality control, standardisation and other support for research into Tissue Typing and Transplantation Immunology. 3.3 To educate the public and the medical profession in the necessity for the co-ordinated approach to the provision of Tissue Typing and Transplantation Immunology facilities. 3.4 To found, encourage and contribute to scholarships, fellowships and travel grants for the purposes of promoting or encouraging any of the objects of the Association. 3.5 To become a member of or subscribe to any other association, whether incorporated or not, having objects wholly, or in part, similar to those of the Association. 3.6 To provide expert opinion to government, private organisations or instrumentalities on matters relating to Tissue Typing, Transplantation Immunology and related areas. 4.0 POWERS The powers of the Association shall be all powers sufficient to enable it to achieve its objectives including all powers to do such things as are incidental or conducive to the attainment of its objects, including without limitation the following powers: 4.1 To raise money by all lawful means and to solicit, receive and enlist financial or other aid subscriptions, donations and bequests from individuals, trusts, companies, corporations, associations, societies, institutions and other organisations or authorities and from government departments or "state" and public bodies, and to conduct fund raising campaigns. 4.2 To establish and maintain contact with any similar body or any party elsewhere in Australia, or in other countries, for the promotion of any or all of its objectives and to affiliate with and subscribe any part of its funds to any federal body or any bodies formed in any "state"s of the Commonwealth of Australia with objects similar to those of the Association. 4.3 To promote the objects of the Association through the facilities available in any public or private hospital institution, association, organisation or laboratory and to make outright donations of money, apparatus and equipment and give subsidies to the same. 4.4 To succeed to or otherwise acquire any patents, licenses, contracts royalties and other rights or moneys arising from research or work funded by the Association. 4.5 To purchase, take on lease and otherwise acquire any real or personal property and erect any buildings required for the purposes of the Association or to further its objects and also to sell, improve, manage, develop, exchange, lease, mortgage, dispose of, turn to account or otherwise deal with all or any part of the property and rights of the Association. 4.6 To borrow any moneys required for the purposes of the Association upon fixed mortgage, bank overdraft, debenture or such other security as may be determined by the Council and to give and execute mortgages, charges and debentures over the real and personal estate of the Association and to make, give, accept and endorse any promissory note, bill of exchange and other negotiable instrument. 4.7 To invest or lend the moneys of the Association not immediately required in such investments specified in Section 16(1) (a) to (c) inclusive of the Trustees Act 1962 and amendments as may from time to time be determined by the Council. 4.8 To employ and engage clerks, servants and persons whose services may be deemed necessary or desirable for the purposes of the Association. 4.9 To sell any property or exchange it for other property. 4.10 To demise such property for such term at such rent and upon such conditions as may be deemed desirable. 4.11 To raise money on such property on such terms and conditions as may be deemed desirable. 4.12 To undertake and execute any trusts the undertaking whereof may be necessary or desirable for the carrying out of any of the objects of the Association. 4.13 To accept any gift, endowment or bequest made to the Association generally or for the purpose of any specific object and to carry out any trusts attached to any gift, endowment or bequest. 4.14 To correspond with bodies or individuals in Australia or elsewhere on any matter touching the investigation, study and research of Tissue Typing and Transplantation Immunology. 4.15 Generally do all such acts, matters and things and to enter into and make such agreements as are incidental or conducive to the attainment of any of the objects of the Association. 5.0 NON-PROFIT ASSOCIATION The income and profit of the Association shall be applied solely towards the promotion of its objects as set forth herein and it is not an association for the purpose of trading or securing pecuniary profit to the members from any of its transactions and no portion of the income or property shall be paid or transferred directly or indirectly by way of dividend bonus or otherwise however by way of profit to the members of the Association who shall have no interest in the assets of the Association. 6.0 MEMBERSHIP 6.1 QUALIFICATION : The Association shall be non-sectarian and non-political and its membership shall consist of its present members and of such persons as shall be admitted from time to time as members. Where used herein the words "person" or "persons" shall include corporations, associations, unions, laboratories or other legal entities. 6.2 APPLICATIONS : Any person seeking to become a member of the Association shall apply for membership by completing an application form approved by the Council and submitting the completed form together with the amount of the annual subscription to the Council, which shall consider the application at the next following Council meeting and upon its passing a resolution to that effect the applicant shall became a member of the Association. 6.3 EXPULSION, SUSPENSION AND DISCIPLINARY MATTERS : Should any officer or member of the Association be, in the opinion of a majority of the Council, incompetent or negligent or act in a manner contrary to the best interests of the Association, he/she may, after reasonable opportunity has been given him/her to answer any charge brought against him/her, be removed from office or expelled from membership by resolution of the Council provided that any officer or member removed from office or expelled under this clause shall have the right of appeal to a Special General Meeting called for that purpose by the Secretary at the written request of the removed or expelled member within sixty (60) days of removal or expulsion. 6.4 SUBSCRIPTION AND FEES : The amount of the annual subscription shall be such sum as may be fixed from time to time by the Council and the subscription shall be due and payable on the 1st day of July in each year. Such subscriptions are for the period ending the thirtieth day of June of the following calendar year. Any member whose subscription is in arrears is not entitled to any of the privileges of membership of the Association except for circulation of notices and newsletters for a period of not more than two years. 6.5 RESIGNATION : Any member may resign from the Association by notice in writing to the Council to that effect and such notice shall be effective as from the receipt thereof by the Council. A member resigning shall be liable to pay any subscriptions that have previously fallen due and remain unpaid. A member who has remained unfinancial for 3 years or more, up to the 30 June will have deemed to have resigned. Prior to consideration for renewed membership, any such member will be required to pay a maximum of three years unpaid subscription fees. If membership is approved the current annual subscription will be due. 6.6 FOUNDATION MEMBERSHIP : All of those who registered for and attended the Perth Tissue Typing Workshop Conference (December, 5-11, 1976) are eligible for Foundation membership. 6.7 ORDINARY MEMBERSHIP : Open to those actively involved in tissue typing in Asia and Australasia who, following written application, and after being nominated and seconded by members of the Association, are elected by a two thirds majority of Council. 6.8 SUSTAINING MEMBERSHIP : The Council may elect to sustaining membership persons, companies, organisations, societies or instrumentalities whose interest in transplantation immunology and in the aims of the Association enables them to support the Association, on such terms as to payment of subscriptions as the Council thinks fit. Sustaining members enjoy the rights and privileges of foundation and ordinary members except for voting rights and the holding of office. If a sustaining member is a company, organisation, society or instrumentality, those rights and privileges are exerciseable only by one person nominated by its governing body. 6.9 LIFE MEMBERS : (a) The Council may fix an amount as being the subscription for life membership of the Association and upon payment of that amount to the Association, a member shall become a life member of the Association. (b) The Council may approve and declare a person to be a life member of the Association by a simple majority vote of Council. In this instance, no fees will be payable by the life member. 6.10 PATRONS : A patron and vice-patrons not exceeding six (6) may be appointed from time to time by invitation of the Council and will hold office for a period of one year following their acceptance of such position. Then patron and vice-patrons may attend general meetings but do not have voting rights. 6.11 The Council shall retain a register of members and patrons in which shall appear the name and address of each member and patron. 7.0 THE COMPOSITION OF THE COUNCIL : 7.1 The management of the affairs and property of the Association shall be vested in the Council, which shall comprise:
(d) Secretary, who will be elected at an Annual General Meeting for a one year term.
8.0 VOTING RIGHTS AND ELIGIBILITY FOR ELECTION TO COUNCIL If financial at the time of the Annual General Meeting, Foundation and Ordinary members may vote and will be eligible for election to Council. The Secretary and the additional "state" members [see paragraph 7.1(h)] will become ineligible for re-election after three (3) consecutive terms of office. 9.0 CONTROL AND MANAGEMENT OF FUNDS: The Council shall control and manage the property, funds and affairs of the Association and shall exercise all powers conferred on or vested in the Association and without detracting from their generality shall have power: (a) to expend the funds of Association in such manner as they shall consider most beneficial for the objects of the Association; (b) to invest in the name of the Association or in the names of trustees such parts thereof as they may see fit and to direct the sale or transposition of any such investment and to expend the proceeds of any such sale for the purpose of the Association; (c) to enter into any contract for services to the Association and to vary, extend or terminate same from time to time; (d) to appoint, and at their discretion, remove, suspend or dispense with the services of paid servants for permanent, temporary or special services as it may from time-to time think fit; to determine their duties, fix their salaries or emoluments, and pay the same out of the funds of the Association; (e) to pay and discharge all just debts and liabilities, charges, assessments and outgoings of the Association at such times and in such manner as they may from time to time determine, and at its discretion to defend any action or threatened action to appeal against any charge or assessment; (f) to elect or appoint committees and delegate all or any of their powers to such committees to perform specific duties which the Council may modify in any way it deems desirable other than as provided herein; (g) to enter into arrangement or contract with the Federal, State or Local Government authorities or other bodies for the purposes of the Association; (h) generally do all things necessary or expedient for the due conduct of the affairs of the Association not herein otherwise provided for. 10.0 POWERS OF THE COUNCIL : The Council will have the power to: (a) Co-opt as is necessary to fill casual vacancies and to include regional representatives responsible to international bodies concerned with tissue typing; (b) elect regional representatives to other bodies or committees including those involved in the organisation of international workshops;
(d) accept new "states", countries or territories of Asia and Australasia as member "states" according to Section 2; (e) elect from the Council or co-opt a Meetings Convenor and a Meetings Secretary from the "state" in which the next annual meeting wi11 be held and a Deputy Secretary/Treasurer responsible for assisting the Secretary and Treasurer; (f) determine the annual subscription; (g) allocate funds for the Annual Meeting, Workshops, Travel Subsidies and expenses related to below and other matters related to the interests of the Association; (f) ensure that information concerning intra-regional and international meetings and activities are circulated to members; (g) establish regional serum and cell reference banks as required; (h) establish working parties and subcommittees as required; (i) conduct a postal vote of financial members if required to complete the business of the Annual General Meeting. 11.0 MEETINGS OF THE COUNCIL (a) A Council Meeting will be held immediately before and after each Annual General Meeting and at such other times as convened by either the President or Secretary. A quorum will comprise of the President (or a nominated deputy) and Councillors (or their nominated deputies) so as to make a fifty-percent representation of "state"s represented on the Council. (b) The Secretary shall convene a Special Meeting of the Council comprising members from a minimum of three "state"s at the written request of not less than half of the members of the Council including deputies. (c) The Council shall cause Minutes to be kept of its meetings and at least annually will forward copies of the minutes and a summary of the receipts and expenditure for the preceding year to the members of the Association. 12.0 GENERAL MEETINGS 12.1 ANNUAL: There shall be an Annual General Meeting each year which shall be convened by the Secretary with the authority of the Council and at which the report and balance sheet for the past year shall be presented. All elections required and the election of an auditor for the ensuing year shall take place and any other business of the Association shall be transacted. The quorum will be 35 financial members represented either in person or by proxy provided that at least 25 members are present in person and at least one financial member is present in person from more than half of the "state"s represented on the Council. 12.2 SPECIAL: A Special General Meeting of the Association shall be convened by the Secretary when directed by the Council and upon receipt by him/her of a request in writing signed by not less than one third of members of the Association or when requested pursuant to clause 6.3 hereof and setting forth the reason why such meeting is desired. A Special General Meeting shall be convened by the Secretary by notice to be posted not less than thirty days before the date of the Special General Meeting stating the day, time and place of the meeting and the purpose for which the same is to be held. It shall not be competent for any Special General Meeting to transact any business other than that which has been specified in the Notice or which shall in the opinion of the Chairperson of the Meeting directly arise therefrom. The quorum for a Special General Meeting will be the same as that set out for an Annual General Meeting, in clause 12.1. 12.3 SCIENTIFIC: The Council will convene scientific meetings at approximately twelve (12) monthly intervals. 12.4 PROCEDURE: At all General Meetings of the Association the President, or in his/her absence, the Vice-President, or in their absence, a member selected by the meeting shall be Chairperson. Every member shall be entitled to one vote on every matter and in every case of an equality of votes the Chairperson shall have a second or casting vote. Members not present may appoint any financial member to be his/her proxy who may vote on any motion arising from agenda items. All such proxies shall be nominated in writing and shall be lodged with the Chairperson before or at the commencement of the general Meeting. No person can be a proxy who is not a financial member and no member may have more than three proxies. Members not present at a meeting shall be allowed to vote at a meeting by post provided that all such postal votes shall be lodged with the Secretary prior to such meetings. 13.0 AUDITORS AND ACCOUNTS 13.1 A registered auditor or auditor of the Association shall be appointed by the Annual General Meeting and shall be permitted free access to all books and records of the Association and shall be given such information regarding its affairs and finances as may reasonable be required. 13.2 The auditors shall once at least in every year within a reasonable time after June 30th examine the accounts of the Association and the statement of income and expenditure and the balance sheet prepared by the Treasurer of the Association and shall provide a report on the financial affairs of the Association that is to be presented to the Annual General Meeting by the auditor or by the Treasurer. The financial year of the Association shall end on the 30th day of June in each year. 14.0 ALTERATION OF RULES The constitution and rules may be amended by resolution of seventy five percent (75%) of the members voting at any Annual or Special General Meeting of the Association provided that particulars of the proposed amendment shall have been included in the notice convening the meeting. 15.0 THE SEAL The Association shall provide a Common Seal with the name of the Association inscribed thereon which shall remain in the custody of the Secretary or the Treasurer. Such Seal shall not be used except by authority of the resolution of the Council and in the presence of two members of the Council ("the Seal Holders") so appointed by the Council for this purpose. Every instrument to which the Seal is required to be affixed shall be counter-signed by the Seal Holders and such attestation shall be sufficient evidence of the authority to affix the Seal. 16.0 DUTIES OF OFFICE BEARERS 16.1 PRESIDENT OF THE COUNCIL; The President of the Council shall; (a) Take the chair at all meetings of the Council and at Annual or Special Meetings of members at which he/she is present; (b) issue (or his/her nominees may issue) all public statements on behalf of the Association; (c) ensure that all operations of the Association are carried out in conformity with the requirements of law. 16.2 SECRETARY; The Secretary shall; (a) Keep proper minutes of all Meetings of the Council; (b) inform members of the Association of the places, dates and times of meetings; (c) make all arrangements for the Annual and any Special General Meetings of the Association and for any Meeting or Special Meeting of the Council and keep minutes thereof; (d) receive and file all incoming correspondence of the Association and present it to the Council; (e) send, or cause to be sent, all outgoing correspondence of the Association and retain copies on file; (f) preserve and retain all books, documents and securities of the Association in conjunction with the Treasurer and permit any members to inspect the same on three (3) days notice at a place nominated by the Secretary or the Treasurer; (g) retain custody of the Common Seal, unless this is held by the Treasurer; 16.3 TREASURER; The Treasurer shall; (a) receive all moneys on behalf of the Association and give receipts therefor on the official receipt form; (b) pay all moneys into such account or accounts in the name of the Association at such bank or banks as the Council may from time to time determine. (c) submit at the Annual General Meeting, hereinafter provided for, an Annual Report, Balance Sheet, statement of Income and Expenditure and other such information as the Association, Council or the auditors may require; (d) submit financial statements as and when required by the Council or the auditors. (e) Preserve and retain all books, documants and securities of the Association in comjunction with the Secretary and permit any members to inspect the same on three (3) days notice at a time and place nominated by the Treasurer or Secretary. (f) retain custody of the Common Seal, unless this is held by the Secretary; 17.0 NOTICES All notices that are required to be given to a member may be sent by pre-paid post in an envelope addressed to the member at his/her address appearing in the register book of the Association and such notice shall be deemed to be received by the member at the expiration of ninety-six (96) hours after posting thereof. The certificate of the Secretary of the Association stating that a notice was duly posted on a certain day and at a certain time shall be conclusive evidence thereof. 18.0 BANK ACCOUNT 8.1 Up to five signatories comprising the President, Vice President, Secretary, Treasurer, Deputy Secretary/Treasurer or other nominated ASEATTA member shall be appointed by the Council to operate the bank accounts of the association. All cheques drawn in the name of the Association shall be signed by at least two of these signatories. 18.2 There shall be established a separate Research Fund Account into which all gifts and donations in respect of which taxation concessions may be granted under Section 73A and Section 78(1)(a)(x) of the Income Tax Assessment Act shall be deposited. All payments made from the Research Fund Account shall be solely expended on scientific research carried out on the advice of the Council. 19.0 WINDING UP 19.1 The Association may be wound up by resolution of a general meeting of the Association convened on not less than twenty one (21) days notice and of which not less than two thirds of members are personally present. The Notice of Meeting shall specifically state that its purpose is the winding up of the Association. To be effective the resolution must be agreed to by a 75% of the members voting on the resolution. 19.2 Subject to 19.3, if upon the winding up or dissolution of the association there remains after satisfaction of all debts and liabilities any property whatsoever, the same shall not be paid to or distributed among the members but shall be given or transferred –
which incorporated association or purposes, as the case requires shall be determined by the resolution of the members when authorising and directing the Council under section 33(3) of the Act to prepare a distribution plan of the surplus property of the association. In the event of the winding up or the dissolution of the association, the commissioner of Taxation shall be advised of the date of dissolution within 30 days of the dissolution. 19.3 If upon winding up or dissolution of the Association or upon the Association ceasing to carry out research activities any surplus remains in the Research Fund Account referred to in 18.2 hereof then it shall be transferred to another Research Fund or Organisation which has been approved by the Commissioner of Taxation for the purposes of any of the sub-paragraphs of Section 78(1)(a) of the Income Tax Assessment Act.
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