Constitution of Healthy Skepticism Inc.
The name of the incorporated association is Healthy Skepticism Inc. referred to herein as “the Association”.
“Management Group” means the committee of management of the Association.
“General Meeting” means a general meeting of members of the Association convened in accordance with this Constitution.
“the Act” means the South Australian Associations Incorporation Act 1985.
“Month” means a calendar month.
“Office Holder” means the either the Chair, Deputy Chair, Secretary or Treasurer.
“Director” means the person appointed by the Management Group to be the chief executive of the Association.
3. AIMS OF THE ASSOCIATION
The aims of the Association are:
a) Improving health by reducing harm from misleading or unethical marketing of health products or services, especially misleading pharmaceutical promotion.
b) Investigating and communicating about marketing practices
c) Promoting healthy skepticism about marketing practices via advocacy, research and education
d) Developing, supporting and evaluating initiatives to reduce harmful marketing practices, including reform of regulations and incentives
e) Developing, implementing and evaluating educational strategies to improve health care decision making, including evaluation of drug promotion
f) Supporting compassionate, appropriate, sustainable, evidence-based health care, provided according to need, for optimal health outcomes
g) Providing practical opportunities to advance the aims of Health Skepticism Inc as set out in this clause.
4. POWERS OF THE ASSOCIATION
The Association will have all the powers conferred by section 25 of the Act.
a) There will be two types of Association member: ordinary members and life members.
b) The Management Group has power to accept as an ordinary member any natural person, who:
i. applies to be an Association member
ii. is endorsed by two current Association members
iii. agrees to support the aims of the Association, and
iv. has paid the membership fee.
c) The Management Group may make any natural person who agrees to support the aims of the Association a Life member and may determine the conditions and benefits of life membership as it deems appropriate.
5.2 MEMBERSHIP FEES
a) The Management Group will determine from time to time the amount of membership fees and the times of payment.
b) Unless otherwise determined by the Management Group, each person’s membership will only be for the period covered by the membership fee.
Any member may resign from membership of the Association by giving written notice thereof to the Secretary of the Association.
5.4 EXPULSION OF AN ASSOCIATION MEMBER
a) A member may be expelled by resolution of the Management Group on the grounds that the member has engaged or is engaging in activities that are or have the potential to be detrimental to the interests of the Association.
a) Particulars of the allegations must be communicated to the member at least one month before the meeting of the Management Group at which the matter will be determined and the member must given a reasonable opportunity to answer the allegations verbally and/or in writing.
b) It will be open to a member to appeal against an expulsion decision to the Association in a General Meeting. The notice of intention to appeal must be communicated in writing to the Secretary of the Association within 14 days after the decision of the Management Group has been communicated to the member.
c) The General Meeting to consider the appeal must be convened by the Secretary in accordance with this Constitution.
5.5 REGISTER OF ASSOCIATION MEMBERS
a) A register of members must be kept up to date and contain:
i) the name and address of each member;
ii) the fax number or email address (if any) of each member;
iii) the date on which each member was admitted to the Association; and
iv) if applicable, the date of, and reason(s) for, termination of membership.
b) The register of members will be kept in the custody of such Office Holder as the Management Group may appoint and will only be made available for inspection:
i) to the Management Group;
ii) to the Association’s auditor;
iii) as required pursuant to this Constitution or by law;
iv) for the purpose of obtaining legal advice; or
v) for purposes approved by resolution of the Management Group.
6. THE MANAGEMENT GROUP
6.1 POWERS AND DUTIES
a) The affairs of the Association will be managed and controlled by a Management Group which in addition to any powers and authorities conferred by this Constitution may exercise all such powers and do all such things as are within the aims of the Association, and are not by the Act or by this Constitution required to be done by the Association in General Meeting.
b) The Management Group has the management and control of the funds and other property of the Association.
c) The Management Group will have authority to interpret the meaning of this Constitution and any other matter relating to the affairs of the Association on which this Constitution are silent.
d) The Management Group will appoint a Public Officer as required by the Act from among the Office Holders or the director
e) The Association may, upon such terms as it considers appropriate and to the extent permitted by law, indemnify a member of the Management Group or an auditor against any liability incurred by him or her in defending any proceedings, whether civil or criminal, in which judgment is given in his or her favour or in which he or she is acquitted.
f) The Association may, upon such terms as it considers appropriate, pay premiums on behalf of any member of the Management Group in relation to insurance obtained to indemnify the member against a liability arising out of the performance by the member of his or her duties under this Constitution, provided that the payment of such premiums is not prohibited by law.
6.2 ELECTION OF THE MANAGEMENT GROUP AND OFFICE HOLDERS AND APPOINTMENT OF THE DIRECTOR
a) The Management Group will be comprised of the Director ex-officio and up to 8 other elected Management Group members.
b) Management Group members must be members of the Association.
c) Unless there are no vacancies, elections for Management Group members will be held at each Annual General Meeting of the Association.
d) Management Group members will be elected for a term of 3 years.
e) Management Group members may serve for 2 consecutive terms. After serving 2 consecutive terms the member is ineligible to stand for re-election in that year.
f) The Management Group has the power to co-opt a member of the Association to fill a vacancy in the Management Group until the next Annual General Meeting.
g) The Management Group will elect annually from among its members the following Office Holders:
i) The Chair
ii) The Deputy Chair
iii) The Secretary
iv) The Treasurer
v) The Director may be appointed for a term of up to three years by the elected members of the Management Group on terms and conditions that the elected members of the Management Group determine.
h) The Director will be eligible to be an Office Holder.
6.3 PROCEEDINGS OF THE MANAGEMENT GROUP
a) The Management Group will meet together physically and/or by using electronic communications for the dispatch of business at least once every 3 months.
b) Resolutions of any meeting of the Management Group will be decided by a majority of votes, and in the event of equality of votes the Chair will have a casting vote in addition to a deliberative vote.
c) A quorum for a meeting of the Management Group will be at least five Management Group members, or the lowest number that is greater than 50% of the total number of Management Group members, whichever is the lesser.
d) A member of the Management Group having a direct or indirect pecuniary interest in a contract or proposed contract, with the Association must disclose the nature and extent of that interest to the Management Group as required by the Act, and must not vote with respect to that contract or proposed contract.
e) The member of the Management Group must disclose the nature and extent of his or her interest in the contract at the next Annual General Meeting of the Association.
6.4 DISQUALIFICATION OF MANAGEMENT GROUP MEMBERS
The office of a Management Group member will become vacant if a Management Group member is:
a) disqualified from being a Management Group member by a provision of the Act;
b) expelled as a member under this Constitution;
c) permanently incapacitated by ill health;
d) absent without apology from more than four meetings in a financial year;
7. THE SEAL
a) The Association will have a common seal upon which its corporate name will appear in legible characters.
b) The seal will not be used without the express authorisation of the Management Group, and every use of the seal will be recorded in the minute book of the Association. The affixing of the seal will be witnessed by the Chair and the Secretary.
8.1 GENERAL MEETINGS
a) There will be two types of general meetings - Annual General Meetings and Special General Meetings.
b) Both types of meetings must be held in South Australia and must follow the rules set out this Constitution.
8.2 ANNUAL GENERAL MEETINGS
a) The Management Group will call an Annual General Meeting in accordance with the Act and this Constitution.
b) Annual General Meetings will be held within eight months after the end of the financial year.
c) The order of the business at the meeting will be:
i) the confirmation of the minutes of the previous Annual General Meeting and of any Special General Meeting held since that meeting
ii) the consideration of the accounts and reports of the Management Group and the auditor’s report (if an auditor’s report is required)
iii) the election of Management Group members
iv) the appointment of auditors, if required by the Act
v) any other business requiring consideration by the Association in General Meeting.
8.3 SPECIAL GENERAL MEETINGS
a) The Management Group may call a Special General Meeting of the Association at any time.
b) Upon receiving a requisition requesting a Special General Meeting and stating the purpose for the meeting from not less than 10% of the total number of members of the Association, the Management Group will within two months of the receipt of the requisition, convene a Special General Meeting for the purpose specified in the requisition.
c) Every requisition for a Special General Meeting must state the names and contact details of the requisistionists and must state the purpose of the meeting.
d) If a Special General Meeting is not convened within two months, as required by clause 8.3b) above, the requisitionists, or at least 50% of their number, may convene a Special General Meeting. Such a meeting will be convened in the same manner as nearly as practical as a meeting convened by The Management Group, and for this purpose the Management Group will ensure that the notice of the meeting is sent to all the members who are entitled to receive it. The reasonable expenses of convening and conducting such a meeting will be borne by the Association.
8.4 NOTICE OF GENERAL MEETINGS
a) Subject to clause 8.4b), at least 14 days notice of any General Meeting will be given to members. The notice will set out where and when the meeting will be held, and particulars of the nature and order of the business to be transacted at the meeting.
b) Notice of a meeting at which a special resolution is to be proposed will be given at least 21 days prior to the date of the meeting. A notice may be given by the Association to any member by serving the member with the notice personally, by post to the address appearing in the register of members, or electronically to the fax number or email address appearing in the register of members
c) Where a notice is sent by post:
i) the service is effected by properly addressing, prepaying and posting a letter or packet containing the notice; and
ii) unless the contrary is proved, service will be taken to have been effected at the time at which the letter or packet would be delivered in the ordinary course of post.
d) Where a notice is sent by fax or email:
i) the service is effected by sending it to the fax number or email address of the member shown in the register of members, and
ii) unless the contrary is proved, service will be taken to have been effected within 12 hours of the time the fax or email message was sent.
8.5 PROCEEDINGS AT GENERAL MEETINGS
a) Subject to clause 8.1b), the Association may hold meetings of its members at 2 or more venues and using any technology that gives the members a reasonable opportunity to participate.
b) Clause 8.5a) does not impose on the Association the obligation to pay the cost of technology used for the holding of meetings.
c) Five members will constitute a quorum for the transaction of business at any General Meeting.
d) If within 30 minutes after the time appointed for the meeting a quorum of members is not present, a meeting convened upon the requisition of members will lapse. In any other case, the meeting will stand adjourned to the same day in the next week, at the same time and place and if at such adjourned meeting a quorum is not present within 30 minutes of the time appointed for the meeting the members present will form a quorum.
e) Subject to clause 8.5f), the Chair will preside as chairperson at a General Meeting of the Association.
f) If the Chair is not present within five minutes after the time appointed for holding the meeting, or he or she is present but declines to take or retires from the chair, the members may choose a member of the Management Group or one of their own number to be the chairperson of that meeting.
8.6 VOTING AT GENERAL MEETINGS
a) Subject to this Constitution, every member of the Association has only one vote at a meeting of the Association.
b) Subject to this Constitution, a question for decision at a General Meeting, other than a special resolution, must be determined by a majority of members who vote in person or by proxy at that meeting, provided that the chair of the meeting may permit preferential voting where a question for decision involves a selection of more than two alternatives.
c) Unless a poll is demanded by at least five members or unless decided by preferential voting pursuant to clause 8.6b), a question for decision at a General Meeting must be determined by a show of hands.
8.7 POLL AT GENERAL MEETINGS
a) If a secret ballot is demanded by at least five members, it must be conducted in a manner specified by the person presiding and the result of the poll is the resolution of the meeting on that question.
b) A secret ballot demanded for the election of a person presiding or on a question of adjournment must be taken immediately, but any other poll may be conducted at any time before the close of the meeting.
8.8 SPECIAL AND ORDINARY RESOLUTIONS
a) A special resolution is a resolution passed at a General Meeting by a majority of not less than three-quarters of such members of the Association as, being entitled to do so, vote in person or by proxy, at that meeting. At least 21 days written notice specifying the intention to propose the resolution as a special resolution must be given to all members of the Association
b) An ordinary resolution is a resolution passed by a simple majority at a General Meeting.
a) A member of the Association will be entitled to appoint in writing or by email a person who is also a member of the Association to be their proxy, and attend and vote at any General Meeting of the Association.
b) The document appointing a proxy:
i) must be tabled at the relevant General Meeting;
ii) must set out the name of the person giving the proxy and the name of the person appointed as proxy; and
iii) may include directions as to how the proxy must vote in relation to any particular question.
a) Proper minutes of all proceedings of General Meetings of the Association and of meetings of the Management Group, will be entered within one month after the relevant meeting in minute books kept for the purpose.
b) The minutes kept pursuant to this rule must be confirmed by the members of the Association or the members of the Management Group (as relevant) at a subsequent meeting.
c) The minutes kept pursuant to this rule will be signed by the chairperson of the meeting at which the proceedings took place or by the chairperson of the next succeeding meeting at which the minutes are confirmed.
d) Where minutes are entered and signed they will, until the contrary is proved, be evidence that the meeting was convened and duly held, that all proceedings held at the meeting will be deemed to have been duly held, and that all appointments made at a meeting will be deemed to be valid.
10. FINANCIAL REPORTING
10.1 FINANCIAL YEAR
The financial year of the Association will commence on 1 July and end on 30 June of the following year.
10.2 ACCOUNTS TO BE KEPT
The Association will keep and retain such accounting records as are necessary to correctly record and explain the financial transactions and financial position of the Association in accordance with the Act.
10.3 ACCOUNTS AND REPORTS TO BE LAID BEFORE MEMBERS
The accounts, together with the auditor’s report on the accounts, the Management Group’s statement and report, will be laid before members at the Annual General Meeting in accord with section 35(6) of the Act.
10.4 PRESCRIBED ASSOCIATION
If the Association is a prescribed Association as set out in section 3 of the Act then the following rules apply:
a) In accord with section 36(1) of the Act the annual (periodic) return will be lodged with the Office of Consumer and Business Affairs within six months after the end of each financial year. It must be accompanied by a copy of the accounts, the auditor’s report, the committee’s statement, and the committee’s report.
b) At each Annual General Meeting, the members will appoint a person to be auditor of the Association in accord with sections 35(2)(b) and 35(4) of the Act. The auditor will hold office until the next Annual General Meeting and is eligible for re-appointment. If an appointment is not made at an Annual General Meeting, the Management Group will appoint an auditor for the current financial year.
11. PROHIBITION AGAINST SECURING PROFITS FOR MEMBERS
In accord with section 55 of the Act the income and capital of the Association will be applied exclusively to the promotion of its aims and no portion will be paid or distributed directly or indirectly to members or their associates except as bona fide remuneration of a member for services rendered or expenses incurred on behalf of the Association.
12. WINDING UP
a) The Association may be wound up in the manner provided for in the Act.
b) If after the winding up of the Association there remains “surplus assets” as defined in the Act, such surplus assets will be distributed in accord with Section 43 of the Act to any organisation which has similar aims and has rules which prohibit the distribution of its assets and income to its members. Such organisation or organisations will be identified and determined by a resolution of members in General Meeting.
a) This Constitution may be altered (including an alteration to the Association’s name) by special resolution of the members of the Association. This includes recision or replacement by substitute rules.
b) The alteration will be registered with the Office of Consumer and Business Affairs, Corporate Affairs and Compliance Branch, as required by the Act.
c) The registered rules will bind the Association and every member to the same extent as if they have respectively signed and sealed them, and agreed to be bound by all of the provisions thereof.
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