The Royal Society of Tasmania
THE ROYAL SOCIETY ACT
RULES OF THE ROYAL SOCIETY OF TASMANIA
made under the authority of Section Five of The Royal Society Act, 1911
(2 Geo. V., No. 47).
(Revised Rules as here printed adopted at Meetings on 2 April 1985, 4 September 1990, 4 April 1995, 7 May 1996, 3 December 2002, 6 March 2007, 1 June 2010, 1 March 2011, 4 March 2014 and 7 March, 2017)
RULES of THE ROYAL SOCIETY OF TASMANIA
Made under the authority of Section 5 of the Royal Society Act, 1911
ADOPTED at Meetings held on 2 April 1985, 4 September 1990, 4 April 1995, 7 May 1996, 3 December 2002, 6 March 2007, 1 June 2010, 1 March 2011 and 7 March, 2017.
- The object of the Society is the Advancement of Knowledge.
- The Society is a body corporate, constituted under the name of The Royal Society of Tasmania by the Royal Society Act, 1911 (2 Geo. V., No. 47), of the Parliament of the State of Tasmania, and consisting of all persons who are now Members or who may hereafter be duly elected to membership under these Rules. The Society may act as a body corporate for any purpose, subject to these Rules, by an Agent or Agents appointed for such purpose by the Council, and may evidence any such act by its seal.
- The Society shall consist of a President, Office-bearers, a Council, Honorary Life Members, Life Members, Ordinary Members, Student Members and Visiting Members.
- The Honorary Secretary shall cause to be kept a roll of Members on which will appear the names and addresses of all Members of the Society and which will be prima facie evidence that the persons whose names appear thereon are Members of the Society for the time being.
- The Governor of Tasmania or his/her nominee, or some other eminent person otherwise, shall, upon acceptance of an invitation to that effect, be Patron of the Society.
- The Office-bearers of the Society shall be: President, Vice-President, an Honorary Secretary, an Honorary Treasurer, and such others as the Society may from time to time appoint. Office-bearers shall be, ex officio, Members of the Council without further election thereto but no person shall be an Office-bearer or Member of the Council of the Society who is not a financial Member of the Society.
- Where by these Rules it is provided that any act be done by a specified Office-bearer, the Council may, by resolution, direct any Member of the Council or other Office-bearer of the Society to perform such act during the temporary absence of the specified Office-bearer.
ELECTION OF OFFICE-BEARERS
- All Office-bearers shall be elected by the Society at the Annual General Meeting of the Society.
- Office-bearers shall be elected at the Annual General Meeting. The vote shall be conducted by ballot, unless uncontested. Subject to these Rules and to any other special directions given by the Meeting, the Chairperson of the Meeting shall have the conduct of such ballot.
- Subject to these Rules an Honorary Life, Life or Ordinary Member may be nominated for election to any position as an Office-bearer. Each such nomination shall be in writing signed by at least two Honorary Life, Life, Ordinary or Student Members who are not themselves candidates for election and by the Member so nominated and shall be sent to the Returning Officer not later than seven clear days before the date of the Annual General Meeting and all such nominations held available by the Returning Officer from the receipt thereof until the election. The Returning Officer shall be the Immediate Past President. In the absence of any nominations, Members present at the Annual General Meeting shall have the right to elect Office-bearers and Members of Council as provided by the rules of the Society.
- Any casual vacancy may be filled at any subsequent General Meeting after it occurs, and in such case nominations shall be received by the Honorary Secretary not less than one week prior to the date of such meeting.
- The President may serve for a maximum of two years but is elected annually.
The Vice-President may serve for a maximum of two years but is elected annually.
All other Office Bearers are elected annually but shall be eligible for re-election.
A person who has served as President shall not be eligible for re-election as either President or Vice-President for two full years after the end of his or her term of office. The outgoing President will be titled Immediate Past President and shall be ex officio a Member of the Council.
- The Honorary Secretary, the Honorary Treasurer and any other Office-bearers, except as provided by Rule 12, shall be elected annually and shall hold office for one year but shall be eligible for re-election.
- The Council shall consist of the Office-bearers and six Members, together with one Member who is an Early Career Researcher and one Student Member. All Council Members shall be elected at the Annual General Meeting.
- In addition there shall be two Members nominated by each of the Branches of the Society.
- A nominee of the Tasmanian Museum and Art Gallery shall be ex officio, a member of the Council.
- The Honorary Editor and Honorary Librarian shall be ex officio members of the Council.
- All nominees shall be Honorary Life Members, Life Members, Ordinary Members or Student Members of the Society elected in accordance with these rules.
An Early Career Researcher is here defined as a Member for which less than seven years have passed since the award of their highest degree, taken at the time of the election.
- The Council shall be charged, subject to these Rules and to any resolution of the Society, with the representation of the Society as a body corporate and with the executive administration of the affairs of the Society. The Council may delegate duties to a special committee of its members, together with other persons, if it so resolves.
Any Special Committee so created shall:
- Have a clear statement of purpose;
- Be granted an amount of money within the Society’s budget to achieve its purposes;
- Report on its activities, in writing, to each Council meeting;
- Provide financial statements suitable for auditing for each Annual Meeting; and
- The Convenor of the Special Committee and its members shall be appointed annually by the Council.
Each Special Committee will be reviewed at the first Council meeting after the Annual General Meeting. The name of the Special Committee, its purpose, Convenor and members shall be made available to all financial members of the Society.
- The Council shall meet at least six times a year, when and where it so resolves, and a meeting may be called by the President, Vice-President, or, on a requisition to this effect addressed to the Honorary Secretary, by any two Members of the Council.
- The quorum of a Council Meeting shall be six of its members. The President, or in the absence of the President, the Vice-President, or in the absence of both of them a Member elected by the Meeting, shall chair the meeting. The Chairperson shall have a second or casting vote, to be exercised in accordance with Common Law.
- A person shall cease to be a Member of The Royal Society of Tasmania Council if he/she:
- resigns in writing;
- is absent without leave from three consecutive meetings of the Council;
- is declared bankrupt;
- is certified under the Mental Health Act; and
- at a Special General Meeting called for that purpose is deemed unfit by a 75% vote of the Members personally present at the Special General Meeting; or is unfinancial.
- The Council, subject to any directions given by special resolution of the Society, may make Rules binding on all Members of the Society, the duties of all Office-bearers and Officers of the Society and shall control the expenditure, banking, investment and use of the funds of the Society.
- The Council shall present a report on the activities and finances of the Society to the Annual General Meeting.
- Each Ordinary Member of the Council, the Student Member and the Early Career Researcher shall be elected for a period of three years. A minimum of two of these Councillors shall retire annually. In the event that there are more than two vacancies for election at the Annual General Meeting, all vacancies will be filled at the Annual General Meeting, and the successful Members will draw lots for three-year, two-year and one-year terms. These categories of Council membership may not serve two consecutive terms, but may, at any time, nominate for an Office Bearer position. If elected to fill a casual vacancy on the Council for a period of less than three years, he/she may be re-elected to the Council for a further term upon the expiry of his/her original appointment.
ELECTION OF COUNCIL
- Rules 8–11, relating to the election of Office-bearers, shall apply mutatis mutandi to the election of Members of the Council.
- The Honorary Secretary shall, subject to these Rules and to any direction of the Council, exercise executive supervision of the affairs of the Society and of the Society’s Library. The Honorary Secretary shall arrange the meetings of the Society and Council and shall see that Minutes of all Meetings of the Society and of the Council are faithfully kept and entered in Minute Books provided for the purpose.
- The Honorary Treasurer shall, subject to these rules and to any lawful directions of the Council, keep accurate records of all money received and expended. The Treasurer shall each year produce a Statement of Income and Expenditure and a Balance Sheet for the financial year just concluded.
The financial statements shall be audited by a suitably qualified accountant. Once audited, the financial statements shall be included in the Annual Report which the Council shall present to the Annual General Meeting.
The Treasurer shall issue a receipt for all money received and shall bank all money promptly in the Society’s bank account. The Council shall decide, from time to time, which bank or banks or other financial institutions the Society shall use.
All payments by the Society shall be made by cheque or electronic funds transfer (EFT). Cheques shall be signed by either the Treasurer or the Acting Treasurer and one of the President, Vice President or Honorary Secretary. Payments by EFT shall only be made after the payment has been approved by the Council.
- An amount which has been included in the Annual Budget, adopted at the first Council Meeting after the Annual General Meeting, is deemed to have been approved for payment; and
- Any other amount for payment may be submitted, then approved for payment by Council at any time following a request by a Special Committee or a Council member.
- The Council shall have power to appoint and dismiss paid Officers of the Society. The duties of such Officers shall be prescribed by the Council and such Officers shall be responsible to the Council.
ELECTION OF ORDINARY MEMBERS
- Any adult person may be nominated as an Ordinary Member of the Society. Such nomination shall be in writing and shall contain the full name, titles and address of the person nominated, and shall be signed by not fewer than two Honorary Life, Life, Ordinary, or Student Members and the person so nominated and shall be lodged with the Honorary Secretary.
- A nomination, having been received by the Honorary Secretary, shall be presented to the next General Meeting of the Society and the person so nominated proposed for election at that Meeting. The election shall be decided by the vote of the Honorary Life, Life and Ordinary Members present and entitled to vote. The vote shall be decided on the voices unless a show of hands is called for. The Chairperson shall forthwith declare the result of the election, and the person nominated shall be deemed to be duly elected on the Chairperson so declaring. The name of the elected member shall be forthwith entered on the Roll of Members of the Society, the Member informed of the result of the election and of the resulting financial obligation to the Society.
- No person may be proposed as a Member who has been defeated in an election for membership of the Society during the previous twelve months.
ORDINARY MEMBERS’ SUBSCRIPTIONS
- All persons whose names appear on the Society’s Roll as Ordinary Members shall pay an annual subscription, the amount to be recommended by Council from time to time and approved by the members at a General Meeting.
- All persons elected as ordinary Members shall be given notification by the Honorary Treasurer of the amount of subscription due to the Society and shall be entitled on demand to a copy of the rules of the Society.
- The annual subscription of an Ordinary Member shall be payable in advance on 1st January in each year, or, in the case of the year of election, within one month of election, provided that Ordinary Members elected after 1st October in any year shall, on payment of the first annual subscription, be credited with payment of the annual subscription for the following year.
- No Ordinary Member shall be entitled to enjoy any of the privileges of membership as laid down in Rule 43 until the annual subscription shall have been paid.
- If the annual subscription of any Ordinary Member has not been received by the Society before the end of March in any one year, a reminder shall be sent forthwith to that member. Should the subscription remain unpaid at the first of July of that year, the Member’s name shall be removed from the Roll of Members, but after the payment of arrears, the Council may reinstate the name of any Member removed under this Rule, provided that any Member whose name has been removed under this Rule shall remain liable for payment of all arrears of subscription up to the end of the year during which his/her name has been so removed. The Council shall have power to exempt any Member who is absent from Tasmania from payment of his/her annual subscription during the period of such absence without rendering such Member liable to have his/her name removed from the Roll of Membership or to apply for re-election on his/her return to Tasmania.
34 – 38 Rules 34 to 38 inclusive deleted – 7 March, 2017.
- A person who is certified as bona fide as at least a half-time student by an officer of a recognised educational institution may be nominated and elected as a Student Member. Such nomination shall be in writing and shall contain the full name, titles and address of the person nominated, and shall be signed by two Honorary Life, Life, Ordinary, or Student Members and the person so nominated, and shall be lodged with the Honorary Secretary. A Student Member may elect to become an Ordinary Member at any time by paying the appropriate subscription.
40 Rule 40 deleted – 7 March, 2017.
- As from 4 September 1990, Life Members can no longer be admitted to the Society. Existing Life Members will continue to receive newsletters and copies of the Papers and Proceedings for the duration of their lives, unless otherwise requested.
- Rule 42 deleted June 2010.
PRIVILEGES OF MEMBERSHIP
- Honorary Life, Life, Student and Ordinary Members shall have the right to serve on the Council, to become Office-bearers, to vote for Office-bearers and Council, to attend all meetings of the Society, and to take part, subject to the control of the Chairperson of such meetings, in the business of such meetings, to use the Library and books of the Society, subject to any rules which the Council or the University of Tasmania may make regulating the Library and its use.
HONORARY LIFE MEMBERS AND VISITING MEMBERS
- Any member who has rendered distinguished service to the Society may be elected as Honorary Life Member.
- Persons who are distinguished in Science or in Letters and who are visiting the State for periods of no longer than twelve months, may be elected to Visiting Membership.
- Honorary Life Members and Visiting Members shall be nominated by the Council and elected at a General Meeting in the same manner as Ordinary Members. Such members shall be exempt from the payment of subscriptions.
- Honorary Life Members shall have the right to receive copies of the Papers and Proceedings of the Society during the currency of their membership and shall have the same privileges as Life and Ordinary Members. Visiting Members shall enjoy the same rights and privileges as Honorary Life Members, except they shall not vote at meetings nor take part in the management of the affairs of the Society.
- The Council shall revise the list of Honorary Life and Visiting Members annually, and may propose amendments to the same at any such revision.
RESIGNATION AND EXPULSION OF MEMBERS
- Any member may resign Membership by notification in writing addressed to the Honorary Secretary but any such resignation shall not discharge the Member from his/her liability to pay any arrears of subscriptions.
- The Society by a resolution passed at an Annual or General Meeting or by a resolution of the Council may give notice in writing signed by the Honorary Secretary to any Honorary Life Member, Life Member, Ordinary, Early Career Researcher Member or Student Member of the Society to show cause why he or she should not be called upon to resign or be expelled from the Society for conduct or an act prejudicial to the interests of the Society. Such member shall have one month from the date of such notice to satisfy the members of the Society assembled at a General Meeting called for this purpose and of which at least seven days’ notice has been given to all members and the member concerned. The cause of complaint and such member’s reply thereto shall be submitted to such meeting and the decision of the members present and entitled to vote shall be decided by ballot and deemed to be carried if a majority vote in favour of such member being requested to resign from the Society or being expelled from membership.
MEETINGS OF THE SOCIETY
- An Annual General Meeting (AGM) of the Society shall be held in the first quarter of each year at a time and place to be decided by the Council, and shall be convened by notice to Members in such form as the Council shall determine. Fifteen Members shall form a quorum at an AGM.
The Society year is from 1 January to 31 December.
- A Special General Meeting (SGM) of the Society may be convened at any time and for any purpose by the Council, or by four or more Honorary Life, Life, Student, Early Career Researcher or Ordinary Members by requisition in writing addressed to the Honorary Secretary. Fifteen Members shall form a quorum at a SGM. Such requisition shall clearly state the motion(s) to be discussed. If such a SGM lapses for want of a quorum, the requisitioners shall pay the reasonable costs of that meeting.
- The Society shall hold Meetings of Members for the Advancement of Knowledge when and as arranged by the Council. Such meetings shall be termed General Meetings.
- The President, when present, shall preside at all Meetings of the Society, or, in the absence of that officer, the Vice-President, or in the absence of President and the Vice-President, a member of the Council or other Member elected by the Meeting.
- No Member shall be entitled to vote by proxy on any question. The Chairperson shall have a second or casting vote, to be exercised in accordance with Common Law.
- Any visitors to General Meetings shall not vote or take part in the business of the meeting but may take part in any discussion arising from a paper read before the Society.
- The Council shall, subject to these Rules, arrange the Agenda and order of business for each meeting of the Society, provided that any Members may, at the termination of the Agenda arranged by the Council, introduce any other business within the scope of the objects of the Society and not inconsistent with these Rules.
PAPERS AND PROCEEDINGS
- The editing of the Papers and Proceedings shall be the responsibility of an Honorary Editor appointed by the Council.
- All papers published in the Papers and Proceedings shall be approved by the Council before publication and deemed to be the property of, and copyrighted to, the Society.
- Except in special circumstances to be decided by the Council, the Society shall be deemed to have an option for purposes of publication on any paper read before the Society.
- A copy of the Papers and Proceedings shall be sent to:
- Honorary Life-Members;
- Visiting Members;
- Life Members;
- Each Ordinary Member who has paid the additional fee;
- Each Student Member who has paid the additional fee;
- Each Early Career Researcher Member;
- Each depository library; and
- Each contributor and referee.
- The Papers and Proceedings may be sold to the public at a price to be fixed by the Council in respect of each annual volume.
- For the purpose of these Rules “resolution” shall mean any motion proposed at any meeting of the Society and carried by a majority of Members present and entitled to vote, and a special resolution shall mean any resolution carried at the Annual General Meeting or a Special General Meeting. The motion shall be carried by a majority of Members then present and entitled to vote. All resolutions and special resolutions shall be entered in a Minute Book of the proceedings of the Society, and such minutes shall be confirmed in the case of the Annual General Meeting at the next Annual General Meeting of the Society and in the case of a Special or General Meeting at the next meeting of the Society whether Annual or General, and will be signed by the Chairperson of the meeting at which they are so confirmed.
ACCOUNTS AND AUDIT
The Council shall cause proper accounts of the Society’s finances to be kept. Such accounts will show separately receipts for subscriptions, any government grant and any other sources of income and will show separately the expenditure debited to each of the above-mentioned sources of income.
The Society will register with the Australian Charities and Not for Profit Commission (ACNC) or it successors in law, the Australian Taxation Office (ATO), the Australian Business Registry (ABR), the Australian Securities and Investments Commission (ASIC), any similar Tasmanian Government body where that registration will benefit the Society, or is required by law. All material issued by the Society will comply with all rules and regulations created under the legislation created by each of the above bodies.
- The Society shall at its Annual General Meeting appoint one or more Auditors of its accounts. The Council shall conform to all proper requirements of such Auditors, who will audit the Society’s accounts and report to the Society annually on the accounts of the Society during the annual or other period covered by such audit.
- The income and property of the Society shall be applied solely towards the promotion of the Object(s) of the Society.
- Subject to Rule 68, no portion of the Income or Property of the Society shall be directly or indirectly paid to any Members of the Society by way of a distribution, dividend, bonus or otherwise.
- Nothing shall prevent the payment in good faith of any:
- remuneration to any officers or servants of the Society or to any Members of the Society in return for any goods or services actually rendered to the Society in the ordinary and usual course of business;
- interest, at a rate not exceeding 3% more than the Reserve Bank’s cash rate, on monies borrowed by the Society from any Member of the Society;
- reasonable and proper rent for premises leased by the Society from any Member of the Society; and
- out-of-pocket expenses incurred by an Officer and/or Member of the Society during his/her ordinary and usual course of employment or office within the Society.
MEMORIAL FUNDS, HONOURS, MEDALS AND AWARDS
- The Society may, by special resolution, bestow on a Member any honour of a nature conferred by similar Societies. The Society may establish out of its own funds any medal or similar award. The Society may accept endowments for this purpose upon any terms which the Society by special resolution approves. The Society may by special resolution adopt, amend or rescind any general or particular Rule or Regulations governing such honours, medals and awards without the necessity for any other authority than is conferred by these Rules. A list of the Memorial Funds, Honours, Medals and Awards is given in Schedule 1 hereof.
SEAL AND BADGE
- The Seal of the Society shall be kept in a secure place in The Royal Society of Tasmania Office under the custodianship of the Honorary Secretary and shall be affixed to any document by resolution of the Council. The affixing of the Seal shall be witnessed by not fewer than two Members of the Council and the Honorary Secretary if available; or, in the absence of that officer, by another Member of the Council or Official of the Society appointed for that purpose by resolution of the Council. The Seal bears the Society’s Badge as printed on the title page of these Rules.
BRANCHES AND SECTIONS
- The Society may establish Branches in any place in Tasmania outside the Greater Hobart Area. Members of any Branch shall consist of Ordinary Members of the Society.
- Each Branch shall elect its own Office-bearers and shall manage its own affairs, always pursuing the general Object of the Society, being “The Advancement of Knowledge”. Subject to any directions given by the Council of the Society, each Branch shall manage its own affairs and will forward an Annual Report of its activities and finances to the Council.
A Branch may be granted an annual budget to assist in running its activities. Each Branch is encouraged to raise funds for its own use.
- The Society may establish Sections for the study of any particular subject which is concerned with the advancement of knowledge. Sections will consist only of Members of the Society, and will be formed only in Hobart and in localities where there is a Branch of the Society and will forward annual reports of their activities and finances to the Council. Any financial statements shall be audited.
- The Council may set up a Foundation with the object and purposes set out in Schedule 2 hereof which is entitled The Royal Society of Tasmania Foundation.
ALTERATION OF RULES
- These Rules may be amended, added to, or repealed by special resolutions at an Annual General Meeting or Special General Meeting. An alteration of these Rules shall be deemed to have been duly made when a Minute containing a special resolution to that effect has been entered in the Minute Book of the Society and duly confirmed in accordance with these Rules. Notice of any proposed alteration shall be sent to all Members not less than six days before the meeting.
- Where it furthers the objects of The Royal Society of Tasmania to amalgamate with any one or more other organisation(s) having similar objects, the other organisation(s) must have rules prohibiting the distribution of its (their) assets and income to members; and the amalgamation must be approved by the Commissioner of Taxation.
DISSOLUTION OF THE ROYAL SOCIETY OF TASMANIA
- The Society may be wound up at a Special General Meeting called for that purpose. Each financial member of the Society shall be notified in writing of the time, date and place of such a Special General Meeting and the specific agenda for that Special General Meeting. A motion to wind up the Society shall require the vote of 75% of those attending the meeting to be carried. In the event that the motion is carried, the assets of the Society shall be distributed as follows, or as the Minister administering the Act directs:
- The books and journals, which are currently housed as a special collection in the Library of the University of Tasmania, shall be given to that Library;
- The artworks and other museum-type material shall be offered first to the Tasmanian Museum and Art Gallery, and any material declined by TMAG shall be offered to any similar museum in Tasmania;
- Money in bank accounts and investments, remaining after all debts and costs of winding up have been met, shall be divided equally between the University of Tasmania and the Tasmanian Museum and Art Gallery, or their heirs and successors at law; and
- No part of any assets may be distributed to any Member of the Society.
- If the endorsement of the Society as a Deductible Gift Recipient (DGR) is revoked by the Australian Taxation Office (ATO), any surplus of the following assets shall be transferred to another organisation to which income tax deductible gifts can be made:
- gifts of money or property for the principal purpose of the Society;
- contributions made in relation to an eligible fundraising event held for the principal purpose of the Society; and
- money received by the Society because of such gifts or contributions.
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PRECEDENTS AND EXPLANATIONS
Rule 12: The Vice-President usually succeeds the President to that position.
Rule 39: Exists to encourage students to take an active interest in The Royal Society of Tasmania. It formalises practice that has been used for a considerable time. Reduced subscriptions equate with reduced entitlements. Student Members may change their Membership status to Ordinary Membership, with associated entitlements, at any time, by payment of the appropriate subscription.
Rules 17 and 55: Common Law requires a casting vote to be exercised in a way which preserves the status quo, normally causing the motion to be lost.