Australian Mathematical Society Web Site

RULES OF THE AUSTRALIAN MATHEMATICAL PUBLISHING ASSOCIATION INCORPORATED

Incorporating amendments made to 9 July 1992

1. The name of the Association shall be The Australian Mathematical Publishing Association Incorporated (in these Rules called ``the Association'').

Introduction

2.

(1) In these Rules, unless the contrary intention appears, ``General Meeting" means a general meeting of members convened in accordance with Rule 16.

(2) In these Rules, the Committee consists of the officers of the Association as set out in Rule 26.

(3) In these Rules, expressions referring to writing shall, unless contrary intention appears, be construed as including references to printing, lithography, photography, and other modes of representing or reproducing words in a visible form.

(4) Words or expressions contained in these Rules shall be interpreted in accordance with the provisions of the Interpretation Ordinance 1967 and that Ordinance as in force on the date on which these Rules are adopted by the Association.

Association's Office

3. The office of the Association shall be at the School of Mathematical Sciences, Australian National University, in the Australian Capital Territory or such other place in the Australian Capital Territory as the Committee may, from time to time, determine.

Objects and purposes of the Association

4. The object of the Association is to publish books and journals containing mathematical articles, reviews of books bearing on mathematics, and other matters of general interest to mathematicians.

5. The powers of the Association shall include:

(a) the purchase, taking on lease or in exchange, and the hiring or otherwise acquir- ing of any real or personal property that may be deemed necessary or convenient for any of the objects or purposes of the Association;

(b) the buying, selling, and supplying of, and dealing in, goods of all kinds;

(c) the construction, maintenance, and alteration of buildings or works necessary or convenient for any of the objects or purposes of the Association;

(d) the accepting of any gift, whether subject to a special trust, or not, for any one or more of the objects or purposes of the Association;

(e) the taking of such steps from time to time as the Committee or the members in general meeting may deem expedient for the purpose of procuring contributions to the funds of the Association, whether by way of donations, subscriptions or otherwise;

(f) the printing and publishing of such newspapers, periodicals, books, leaflets, or other documents as the Committee or the members in general meeting may think desirable for the promotion of the objects and purposes of the Association;

(g) the borrowing and raising of money in such a manner and on such terms as the Committee may think fit or as may be approved or directed by resolution passed at a general meeting; and securing the repayment of money so raised or borrowed or the repayment of a debt or liability of the Association by giving mortgages, charges or securities upon or over all or any of the seal or personal property of the Association;

(h) subject to the provisions of the Trustee Ordinance 1957, the investment of any moneys of the Association not immediately required for any of its objects or purposes in such manner as the Committee may from time to time determine;

(i) the making of gifts, subscriptions, or donations to any of the funds, authorities, or institutions to which Paragraph (a) of Subsection (1) of Section 78 of the Income Tax Assessment Act of 1936-1965 of the Commonwealth relates;

(j) the establishment and support, or aiding in the establishment and support, of associations, institutions, funds, trusts, schemes and conveniences calculated to benefit servants or past servants of the Association and their dependants, and the granting of pensions, allowances, or other benefits to servants or past servants of the Association and their dependants, and their making of payments towards insurance in relation to any of those purposes;

(k) the establishment and support or aiding in the establishment or support, of any other association formed for any of the basic objects of the Association;

(l) the doing of all such other lawful things as are incidental or conducive to the attainment of the basic objects of the Association or of any of the objects and purposes specified in the foregoing provisions of this subrule.

Membership of the Association

6. Membership of the Association shall be coterminous with membership of the Council of The Australian Mathematical Society as defined in the Constitution of that Society.

7. There shall be no fee for membership beyond that for membership of The Australian Mathematical Society.

8. The liability of a member to contribute towards the payment of the debts and liabilities of the Association or the costs, charges and expenses of the winding up of the Association is limited to the amount, if any, unpaid by the member in respect of membership of the Association as required by Rule 7.

9.

(1) Where the Committee is of the opinion that a member -
(a) has persistently refused or neglected to comply with a provision of these rules;

or

(b) has persistently and wilfully acted in a manner prejudicial to the interests of the Association,

the Committee may, by resolution -

(c) expel the member from the Association; or

(d) suspend the member from such rights and privileges of membership of the Association as the Committee may determine for a specified period.
(2) A resolution of the Committee under Subrule (1) is of no effect unless the Committee, at a meeting held not earlier than 14 days and not later than 28 days after service on the member of a notice under Subrule (3), confirms the resolution in accordance with this rule.

(3) Where the Committee passes a resolution under Subrule (1), the Secretary shall, as soon as practicable, cause a notice in writing to be served on the member -
(a) setting out the resolution of the Committee and the grounds on which it is based;

(b) stating that the member may address the Committee at a meeting to be held not earlier than 14 days and not later than 28 days after service of the notice;

(c) stating the date, place and time of that meeting; and

(d) informing the member that the member may do either or both of the following:
(i) attend and speak at that meeting;

(ii) submit to the Committee at or prior to the date of that meeting written representations relating to the resolution.

(4) Subject to Section 50 of the Act, at a meeting of the Committee mentioned in Subrule (2), the Committee shall -

(a) give to the member mentioned in Subrule (1) an opportunity to make oral representations;

(b) give due consideration to any written representations submitted to the Committee by that member at or prior to the meeting; and

(c) by resolution determine whether to confirm or to revoke the resolution of the Committee made under Subrule (1).

(5) Where the Committee confirms a resolution under Subrule (4), the Secretary shall, within 7 days after that confirmation, by notice in writing inform the member of that confirmation and of the member's right of appeal under Rule 10.

(6) A resolution confirmed by the Committee under Subrule (4) does not take effect

(a) until the expiration of the period within which the member is entitled to appeal against the resolution where the member does not exercise the right of appeal within that period; or

(b) where within that period the member exercises the right of appeal, unless and until the Association confirms the resolution in accordance with Subrule 10(4).
10.

(1) A member may appeal to the Association in general meeting against a resolution of the Committee which is confirmed under Subrule 9(4), within 7 days after notice of the resolution is served on the member, by lodging with the Secretary a notice to that effect.

(2) Upon receipt of a notice under Subrule (1), the Secretary shall notify the Committee which shall convene a general meeting of the Association to be held within 21 days after the date on which the Secretary received the notice or as soon as possible after that date.

(3) Subject to Section 50 of the Act, at a general meeting of the Association convened under Subrule (2) -

(a) no business other than the question of the appeal shall be transacted;

(b) the Committee and the member shall be given the opportunity to make representations in relation to the appeal orally or in writing, or both; and

(c) the members present shall vote by secret ballot on the question of whether the resolution made under Subrule 9(4) should be confirmed or revoked.

(4) If the meeting passes a special resolution in favour of the confirmation of the resolution made under Subrule 9(4), that resolution is confirmed.

Income and property of the Association

11.

(1) 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.

(2) The Association shall not:

(a) appoint a person who is a member of the Committee to any office in the gift of the Association to the holder of which there is payable any remuneration by way of salary, fees, or allowances; or

(b) pay to any such person any remuneration or other benefit in money or money's worth (other than the repayment of out-of-pocket expenses).

(3) 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 services 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 a rate not exceeding the reference rate on moneys lent to the Association by the servant or member; or

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

Accounts of receipts, expenditure, etc.

12.

(1) True accounts shall be kept:

(a) of all sums of money received and expended by the Association and the matter in respect of which the receipt or expenditure takes place; and

(b) of property, credits, and liabilities of the Association, and subject to any reasonable restrictions as to time and manner of inspecting them that may be imposed by the Association for the time being, those accounts shall be open to the inspection of the members of the Association.

(2) The Treasurer of the Association shall faithfully keep all general records, accounting books, and records of receipts and expenditure connected with the operation and business of the Association, and prepare a balance-sheet setting out the assets and liabilities of the Association in such a form and manner as the Committee may direct.

(3) The accounts, books, and records, referred to in Subrules (1) and (2) of this Rule shall be kept at the Association's office or at such other place as the Committee may decide.

Banking and Finance

13.

(1) The Treasurer of the Association shall, on behalf of the Association, receive all moneys paid to the Association and forthwith after the receipt thereof issue official receipts therefor.

(2) The Committee shall cause to be opened with such bank as the Committee selects a banking account in the name of the Association into which all moneys received shall be paid by the Treasurer as soon as possible after receipt thereof.

(3) The Committee may receive from the Association's bank or bankers for the time being the cheques drawn by the Association on any of its accounts with the bank or bankers and may release and indemnify the bank or bankers from and against all claims, actions, suits, or demands that may be brought against the bank or bankers arising directly or indirectly out of those cheques or the surrender thereof to the Association.

(4) Except with the authority of the Committee, no payment of a sum exceeding twenty dollars shall be made from the funds of the Association otherwise than by cheque drawn on the Association's bank account, but the Committee may provide the Treasurer with a sum to meet urgent expenditure, subject to the observance of such conditions in relation to the use and expenditure thereof as the Committee may impose.

(5) No cheques shall be drawn on the Association's bank account except for the payment of expenditure that has been authorised by the Committee.

(6) All cheques, drafts, bills of exchange, promissory notes, and other negotiable instruments shall normally be signed by the Treasurer and counter-signed by one of two people appointed by the Committee for that purpose.

Auditor

14.

(1) At each Annual General Meeting of the Association, the members present shall appoint a person who is not a member or the Public Officer of the Association as the Auditor of the Association.

(2) A person so appointed shall hold office until the next Annual General Meeting, and is eligible for re-appointment.

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

(4) If an appointment is not made at an Annual General Meeting the Committee shall appoint an auditor of the Association for the then current financial year of the Association.

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

Audit of Accounts

15.

(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 reporting and certifying to the accounts, the Auditor shall state:

(a) whether all the required information has been obtained;

(b) whether, in the Auditor's 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 available and the explanation given as shown by the books of the Association; and

(c) whether the rules relating to the administration of the funds of the Association have been observed.
(4) 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.

(5) The Auditor:

(a) has 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 to perform the audit;

(c) may employ persons to assist in investigating the accounts of the Association; and

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

Annual General Meeting

16.

(1) The Association shall, in each year, hold an Annual General Meeting.

(2) The Annual General Meeting shall be held on such day as the Committee may determine.

(3) The Annual General Meeting shall be in addition to any other general meetings that may be held in the same year.

(4) The Annual General Meeting shall be specified as such in the notice convening it.

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

(a) to confirm the minutes of the last preceding Annual General Meeting and of any general meeting held since that meeting;

(b) to receive from the Committee, Auditor, and servants of the Association reports upon the transactions of the Association during the last preceding financial year;

(c) to appoint, and determine the remuneration of, the Auditor; and

(d) to determine the remuneration of servants of the Association.

(6) The Annual General Meeting may transact special business of which notice is given in accordance with these Rules.

(7) All general meetings other than the Annual General Meeting shall be called Special General Meetings.

Special General Meeting

17.

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

(2) The Committee shall, on the requisition in writing of not less than five members, convene a Special General Meeting of the Association.

(3) A requisition for a Special General Meeting shall state the objects of the meeting and shall be signed by the requisitionists and deposited at the office of the Association and may consist of several documents in the like form each signed by one or more of the requisitionists.

(4) If the Committee does not cause a Special General Meeting to be held within twenty-one days from the date on which a requisition therefor is deposited at the office of the Association, the requisitionists or any of them, may convene the meeting; but any meeting so convened shall not be held after three months from the date of the deposit of the requisition.

(5) A Special General Meeting convened by the requisitionists in pursuance of these Rules shall be convened in the same manner as nearly as possible as that in which those meetings are convened by the Committee, and all reasonable expenses incurred in convening the meeting shall be refunded by the Association to the persons incurring them.

Notices of general meetings

18. The Secretary of the Association shall, at least twenty-one days before the date fixed for holding a general meeting of the Association send notices in writing to all members of the Association specifying the place, day, and time for the holding of the meeting, and the nature of the business to be transacted thereat.

Business and quorum at general meetings

19.

(1) All business that is transacted at Special General Meetings and all business that is transacted at the Annual General Meeting, with the exception of that specially referred to in these Rules as being the ordinary business of the Annual General Meeting, shall be deemed to be special business.

(2) No item of business shall be transacted at a general meeting unless a quorum of members entitled under these Rules to vote is present during the time when the meeting is considering that item.

(3) One half of the members of the Association being present in person or by proxy shall constitute a quorum for the transaction of the business of a general meeting.

(4) If within one hour after the appointed time for the commencement of a general meeting a quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved; and in any other case it shall stand adjourned to the same day in the next week, at the same time and (unless another place is specified by the person chairing the meeting at the time of the adjournment or by written notice to members given before the day to which the meeting is adjourned) at the same place, and if at the adjourned meeting a quorum is not present within one hour after the appointed for the commencement of the meeting, the meeting shall be dissolved.

President to preside at general meetings

20.

(1) The President shall chair every general meeting of the Association.

(2) If the President is absent from the general meeting, the members present shall elect one of their number to chair the meeting.

Adjournment of general meetings

21.

(1) The person chairing a general meeting at which a quorum is present may, with the consent of the meeting, adjourn the meeting from time to time and place to place, but no business shall be transacted at an adjourned meeting other than the business left unfinished at the meeting at which the adjournment took place.

(2) Where a meeting is adjourned for fourteen days or more, the like notice of the adjourned meeting shall be given as in the case of the original meeting.

(3) Except as provided in the foregoing provisions of this Rule, it is not necessary to give any notice of an adjourned meeting.

Votes

22.

(1) Upon any question arising at a general meeting of the Association a member may vote personally or by proxy. Only a member of The Australian Mathematical Society may be appointed to act as proxy, but a person appointed so to act need not be a member of the Association.

(2) In the case of an equality of voting on a question the person chairing the meeting is entitled to exercise a second or casting vote.

Taking of vote

23. If at a meeting a vote on any question is demanded it shall be taken at that meeting in such manner as the person chairing may direct, and the result of the vote shall be deemed to be the resolution of the meeting on that question.

When vote to be taken

24. A vote that is demanded on the election of a person to chair, or on a question of adjournment, shall be taken forthwith, and a vote that is demanded on any other question shall be taken at such time before the close of the meeting as the person chairing may direct.

Affairs of Association to be managed by a committee

25.

(1) The affairs of the Association shall be managed by a committee of management constituted as provided in Rule 27.

(2) The Committee:

(a) shall control and manage the business and affairs of the Association;

(b) may, subject to these Rules, exercise all such powers and functions as may be exercised by the Association, other than those powers and functions that are required by those Rules to be exercised by the general meetings of members of the Association; and

(c) subject to the Ordinance and these Rules, has power to perform all such acts and things as appear to the Committee to be essential for the proper management of the business and affairs of the Association.

Officers of the Association

26.

(1) The following officers of The Australian Mathematical Society shall hold the corresponding offices in the Association:

(a) the President;

(b) the Secretary;

(c) the Treasurer;

and

(d) the Editors of the publications of The Australian Mathematical Society.

(2) In the event of a casual vacancy in any office mentioned in Subrule (1) of this Rule, the Committee may appoint one of the members of the Association to the vacant office, and the member so appointed may continue in office until the appointment of a person to the corresponding office in the Council of The Australian Mathematical Society.

27. The Committee shall consist of the officers of the Association as set out in Rule 26.

28. The Terms of Office shall be the same as the Terms of Office for The Australian Mathematical Society.

29. For the purposes of these rules, a vacancy in the office of a member of the Committee occurs if the member -

(a) dies;

(b) ceases to be a member of the Association;

(c) resigns the office;

(d) is removed from office pursuant to Rule 30;

(e) becomes an insolvent under administration within the meaning of the Corporations Law;

(f) suffers from mental or physical incapacity;

(g) is disqualified from office under subsection 63(1) of the Act; or

(h) is absent without the consent of the Committee from all meetings of the Committee held during a period of 6 months.

30. The Association in general meeting may by resolution, subject to Section 50 of the Act, remove any member of the Committee from the office of member of the Committee before the expiration of the member's term of office.

Meetings of the Committee

31.

(1) The Committee shall meet at such places and at such times as the Committee may determine.

(2) Meetings of the Committee may be convened by the President, or any two of its members.

(3) Any four members of the Committee constitute a quorum for the transaction of the business of a meeting of the Committee.

Postal Ballots

32.

(1) Whenever the Committee deems it necessary, a Special Postal Ballot shall be held.

(2) The Committee, upon receiving a written request addressed to the Secretary to hold a Special Postal Ballot, shall be bound to accede to such request, provided that it is made by at least four members and also that it states the object for which the ballot is desired.

(3) Any motion submitted to a Special Postal Ballot shall require for its passing a majority of two-thirds of the votes cast.

(4) Notice of any Special Postal Ballot shall be sent to every member at least thirty days before the closing date of the ballot.

Disclosure of interest in contracts, etc.

33.

(1) A member of the Committee who is interested in any contract or arrangement made or proposed to be made with the Association shall disclose this interest at the first meeting of the Committee at which the contract or arrangement is first taken into consideration, if this interest then exists, or, in any other case, at the first meeting of the Committee after the acquisition of this interest.

(2) If a member of the Committee becomes interested in a contract or arrangement after it is made or entered into, the member shall disclose such interest at the first meeting of the Committee after this interest took effect.

(3) No member of the Committee shall vote as a member of the Committee in respect of any contract or arrangement in which the member is interested and, if the member does so vote, then it shall not be counted.

Financial Year

34. The financial year of the Association is the period beginning on 1 June in each year and ending on the 31 May next following.

Notices

35. A notice may be served by or on behalf of the Association upon any member either personally or by post, facsimile or electronic mail addressed to the member at the member's usual or last-known address.

Public Officer

36. The Committee shall within fourteen days of taking office appoint a person resident in the ACT who need not necessarily be a member of the Association to be the Public Officer of the Association. If at any time that office becomes vacant the Committee shall within fourteen days after it becomes vacant appoint a replacement.

Alteration of the Rules

37.

(1) The Rules may be amended by resolution passed by a two-thirds majority of members voting at a Special General Meeting.

(2) Notice of the proposed amendment shall be included in the notice calling the Special General Meeting.

(3) An amendment to the objects and purposes of the Association shall not be effective until approved by the Registrar.

Seal of the Association

38.

(1) The seal of the Association shall be in the form of a rubber stamp inscribed with the name of the Association encircling the word Seal.

(2) The seal of the Association shall not be affixed to any instrument except by the authority of the Committee and the affixing thereof shall be attested by the signatures either of two members of the Committee or of one member of the Committee and of the Public Officer of the Association or such other person as the Committee may appoint for that purpose, and that attestation is sufficient for all purposes that the seal was affixed by authority of the Committee.

(3) The seal shall remain in the custody of the Public Officer.

39. Subject to the Act, the Regulations and these rules, the Secretary shall keep all records, books and other documents relating to the Association except those specified in Rule 12(3).

40. The records, books and other documents of the Association shall be open to inspection free of charge, by a member of the Association at any reasonable hour.

Dissolution

41.

(1) The Association shall be dissolved if a resolution to this effect is carried by a general meeting, thirteen weeks notice of the proposed resolution having been given.

(2) In the event of a dissolution any surplus assets shall be transferred to The Australian Mathematical Society or in the event of that Society having previously been dissolved to some other body having similar objects to those of the Society, and which prohibits the distribution of its income and property amongst its members, or to some other fund, authority or institution meeting the requirements of Section 78(1)(a) of the Income Tax Assessment Act 1936 (as amended).

NOTE

The Association was incorporated under the ACT Associations Incorporation Ordinance 1953 on 22 December 1980. Certificate A.771.

Any discrepancies between this copy of the rules and the actual rules should be reported to web@austms.org.au