16 and Section 24)-
Company Limited by
ARTICLES OF ASSOCIATION
THE AUSTRALIAN SOCIETY
FOR MEDICAL RESEARCH
NEW SOUTH WALES
No of Company
(Section 16 (3))
OF INCORPORATION OF PUBLIC COMPANY
THIS IS TO CERTIFY
that THE AUSTRALIAN SOCIETY FOR MEDICAL RESEARCH is, on and from the
twentieth day of February, 1969, incorporated under the Companies Act,
1961, and that company is a company limited by Guarantee. GIVEN under
my hand and seal, at Sydney, this twentieth day of February, 1969.
Registrar of Companies
16 and Section 24)
Limited by Guarantee
AUSTRALIAN SOCIETY FOR MEDICAL
The name of the Society is " THE AUSTRALIAN SOCIETY MEDICAL
called the Society
The registered office of the Society will be situated at
Sydney in the State of New South Wales.
The powers set forth in the Third Schedule to the Companies
Act 1961 are expressly excluded and shall apply to the Society
except in so far as the same repeated or contained in paragraph
4 of the Memorandum of Association of the Society
The objects for which the Society is established are
To arrange for promote foster develop and assist the study
of and the acquisition dissemination application of knowledge
and information concerning medical research in all its aspects
income and property of the Society wheresoever derived shall be
applied solely towards the promotion the objects of the Society
as set forth in this Memorandum and no portion thereof shall be
paid or transferred or indirectly by way of dividend bonus or otherwise
howsoever by way of profit to the members of the society PROVIDED
that nothing herein shall prevent the payments good faith of remuneration
to any officers or servant the Society or to any person other than
a member of Board of Directors thereof in return for any service
actually rendered to the Society nor prevent payment interest at
a rate not exceeding the rate charged by in Sydney on overdraft
accounts on any money lent or reasonable and proper rent for premises
demised or let by any member of the Society but so that no Director
of Society shall be appointed to any salaried office of Society
or any office of the Society paid by fees and that no remuneration
or other benefit in money or money's shall be given by the Society
to any Director except payment of out of pocket expenses and interest
at the aforesaid on money lent or reasonable and proper rent for
premises demised or let to the Society provided that provision
last aforesaid shall not apply to any payment to any public utility
company of which a Director of the may be a member or to any other
company in which such member shall not hold more than a one hundredth
part of the and such member shall not be bound to account for any
share of profits they may receive in respect of such payment.
(b) In furtherance
of the objects of the Society to encourage stimulate and foster interest in
medical: and allied disciplines and amongst other interested persons by:
provision of a forum in which research papers may be presented for comment,
criticism and discussion.
(d) To encourage
and to assist and to arrange for scientists and others to visit Australia in
or promote scientific communication in the field medicine and allied disciplines.
(ii) The provision
of opportunities for meeting others in related fields of interest and discussing
matters of common interest.
(iii) The encouragement
of younger scientists to undertake medical research and to join in activities
of the Society.
(c) To stimulate
public interest in medical research and related problems.
(e) To encourage
and to assist and to arrange for scientists and others to travel abroad and
to scientific communication in the field of medic allied disciplines.
(f) To establish,
subsidise, promote, co operate with, receive into union or affiliation, subscribe
a: to or become a member of, control, manage, superintend, lend or give monetary
assistance to or otherwise associations, institutions and organisations incorporated
or not incorporated and whether within the of New South Wales or elsewhere
and with object substantially similar to these objects provided the Society
will not amalgamate with, subscribe support with its funds any body which does
not the distribution of its income or property to an extent at least as great
as that imposed on the by Clause 5 of this Memorandum.
(g) For the purpose
of furthering the objects of the Society to raise money by all lawful means
and solicit, receive and enlist financial or other from individuals, trusts,
companies, corporation associations, societies, institutions and other organisations
or authorities and to conduct fund raising campaigns.
(h) To make known
and further the objects and activities of the Society by the publication and
distribution papers, journals and other publications and by making the same
known by any means thought desirable
(i) To draw, make,
accept, endorse, discount, execute issue promissory notes, bills of exchange,
warrants and other negotiable instruments.
(j) To borrow and
raise money for any of the purposes the Society and to secure the payment thereof
in manner as may be lawful including (without prejudice to the generality)
by any mortgage, charge or debenture upon or over all or any of the proper
(k) To invest and
deal with the money of the Society immediately required in such manner as may
be permitted by law for the investment of trust fund
(l) In furtherance
of the objects of the Society:
employ and engage clerks, servants and persons whose service may be deemed
necessary or desirable for the purpose of the operations of the society
(m) To promote interest
in medicine and allied disciplines
(ii) To purchase,
take on lease or acquire by gift otherwise real and personal property of
an, nature or description.
(iii) To sell such
property or exchange it for other property.
(iv) To demise
such property for such terms at c rent and upon such conditions as may be
(v) To raise money
on such property on such and conditions as may be deemed desirable
(n) Generally to
do all such acts, matters and things to enter into and make such agreements
as are Incidental or conducive to the attainment of any of the objects of the
(o) 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 Society, and to accept any
gift, endowment or bequest made to the Society generally or for the purpose
of any specific objects carry out any trusts attached to any gift, endowment
or bequest providing that the Society shall only deal with any property which
is subject to any trusts in such manner as is allowed by law having regard
(p) From time to
time to make, rescind, add to or amen by laws or Regulations not inconsistent
with any statute or with this Memorandum of the Society for the time being
in force for the regulation or control of an the property or affairs of the
Society as may be deemed necessary or desirable.
(q) To do all or
any of the above things in any part or of the Commonwealth of Australia or
in New Zealand elsewhere as principals, agents, contractors, trustees otherwise
and by means of the agency of others and alone or in conjunction with another
(r) To take over
the funds and other assets and liabilities of the present unincorporated body
known as "The Australian Society for Medical Research".
Every member of the Society undertakes to contribute to the
assets of the Society in the event of the same being wound
up during the time that they are a member or within one afterwards
for payment of the debts and liabilities of the Society contracted
before the time at which he ceases to be a member and of
the costs charges and expenses of winding up the same and
for the adjustment of the rights of the contributories amongst
themselves such amount as may be required not exceeding the
sum of Twenty dollars ($20.00) PROVIDED always that Honorary
Life Members shall not be liable for any costs charges or
expenses consequent on the implementation of this clause.
If upon the winding up or dissolution of the Society there
remains after the satisfaction of all its debts and liability
ties any property whatsoever the same shall not be paid to
or distributed among the members of the Society but shall
be given or transferred to some other society, institution
or body having objects similar to the objects of the Society
and which shall prohibit the distribution of its income and
property among its members to an extent at least as great
as is imposed on the Society under or by virtue of Clause
5 hereof such society or institution to be determined by
the members of the Society at or before the time of dissolution
and if and so far as effect cannot be given to the aforesaid
provision then to some charitable object.
True accounts shall be kept of the sums of money received
and expended by the Society and the matter in respect of
which such receipt and expenditure takes place and the property
credits and liabilities of the Society and subject to any
reasonable restrictions as to the time and manner of inspecting
the same that may be imposed in accordance with the Regulations
of the Society for the time being such accounts shall be
open to the inspection of the members. Once at least in every
year the accounts of the Society shall be examined and the
correctness of the balance sheet ascertained by one or more
properly qualified Auditor or Auditors.
The liability of the members is limited.
No addition, alteration or amendment shall be made to or
in the Memorandum or Articles of Association for the time
being in force, unless the same shall have been previously
submitted to and approved by the Minister of the Crown for
the time being administering the Companies Act, 1961 (hereinafter
called "the Minister").
The fifth and tenth paragraphs of this Memorandum contain
conditions on which the licence is granted by the Attorney
General of the State of New South Wales in pursuance and
under the provisions of Section 24 of the Companies Act,
1961 of the State of New South Wales or any law for the time
being in force in the said State in substitution therefor
The full names addresses and occupations of the subscribers
to the Memorandum of Association of the Society are as follows:
Marc Roger PLAYOUST,
Department of Medicine, University of Sydney, Medical Practitioner
Peter Anthony CASTALDI,
Department of Haematology, Royal Prince Alfred Hospital, Camperdown,Medical
Paul John NESTEL,
Department of Clinical Science, Australian National University,Canberra, A.C.T.
John Ross TURTLE,
Department of Medicine, University of Sydney MedicalPractitioner
Richard Douglas GORDON
Department of Medicine, The Queen Elizabeth Hospital, Woodville, S.A.
Charles Baldwin KERR
School of Public Health & Tropical Medicine, University of Sydney, Medical
Peter SCHIFF Research
Division, Commonwealth Serum Laboratories, Parkville, VIC, Medical Practitioner
Jack HIRSH Department
of Medicine, St. Vincent's Hospital Melbourne, VIC, Medical Practitioner
John Bruce BLACKWELL
St. John of God Hospital, Subiaco, W.A., Medical Practitioner
The subscribers are desirous of being formed into a Company
in pursuance of this Memorandum of Association.
DATED this 1st day
of November, 1968.
of Subscribers Witnesses to Signatures and
Playoust David Price 10 Martin Place, Sydney, Solicitor
P.A. Castaldi David
Paul J. Nestel David
John R. Turtle David
Richard D. Gordon
Charles B. Kerr David
Peter Schiff David
J. Hirsh David Price
J.B. Blackwell David
(Section 16 and Section
Company Limited by
ARTICLES OF ASSOCIATION
THE AUSTRALIAN SOCIETY
FOR MEDICAL RESEARCH
1. In these Regulations:
"The Companies Act" and "the
Act" each mean the Companies Act, 1961 or any Act or Acts of Parliament extending,
amending or re enacting
the same or substituted
"The Society" means
the Company registered as " THE AUSTRALIAN SOCIETY FOR MEDICAL RESEARCH " of
which these are the Articles of Association.
"Articles" and "these
presents" mean the Articles of Association for the time being of the Society.
"Special resolution" has
the meaning assigned thereto by the Act.
"The Register" means
the register of members to be kept pursuant to the Act.
"Month" means calendar
"Year" means calendar
"The General Committee" and "the
Directors" mean the whole or any number (not being less than a quorum) of the
Directors of the Society for the time being assembled at a meeting of Directors
in accordance with the Articles.
any person appointed to perform the duties of Secretary for the time being
and includes an Honorary Secretary.
"Honorary Treasurer" includes
any person for the time being with the approval of the General Committee acting
as Honorary Treasurer or performing the duties of that office.
"In writing" and "written" includes
printing litho graphy and other modes of reproducing or representing words
in a visible form.
"The Seal" means
the Common Seal from time to time of the Society.
When any provision
of the Act is referred to, the reference is to such provision as modified
by any law for the time being in force in the State of New South Wales.
in the Act shall have the meanings so defined.
Words importing the
singular number include the plural number and vice versa.
Words importing the
masculine gender include the feminine gender and vice versa.
Words importing persons
include companies corporations and public bodies.
If but only as between
members any doubt shall arise as to the proper meaning of any of these Articles,
or by laws made hereunder, the interpretation of the General Committee shall
be final and conclusive provided that such interpretation is reduced to writing
and recorded in the minute book for meetings of the General Committee.
2(a) For the purposes
of registering the Society it is declared that its membership is five hundred
(500) but the General Committee may from time to time register an increase
of members. Members of the Society shall be Ordinary Members or Senior
Members or Honorary Life Members.
(b) Subject as herein
provided members of the known as "THE AUSTRALIAN SOCIETY FOR MEDICAL SOCIETY
FOR MEDICAL RESEARCH" unincorporated body shall be entitled to become members
of the Society.
If the whole of
the funds and other assets of the unincorporated body become the absolute
property of the Society then every person who at forthwith after its incorporation
the date of incorporation of the Society is a member of the unincorporated
body and within twelve months from the date of such incorporation agrees
in writing to become a member of the Society shall be admitted by the General
Committee to membership of the Society. Every member of the Society who
previously to their agreeing to become a member of the Society has paid
their subscription due on the 1st day of January 1968 as a member of the
unincorporated body shall not be liable to pay any further sum by way of
annual subscription to the Society for the period prior to the 1st day
of January 1969.
(i) Ordinary Members:
Members shall, at the time of election, be less than forty five (45) years
of age and shall have demonstrated a genuine interest in medical research;
they shall cease to be Ordinary Members at the end of the calendar year
which first occurs after they have reached the age of forty five years.
(ii) Senior Members:
(b) Ordinary Members
shall be elected by the General Committee. Applications for Ordinary Membership
shall be made in such form and in such manner as may be determined from time
to time by the General Committee. A decision of the General Committee in respect
of any application for membership shall be made by ballot and shall be final.
who cease to be Ordinary Members because of the provisions of the previous
Article shall automatically be elected Senior Members within twelve months
and in writing they notify their intention to the Honorary Secretary PROVIDED
always that the General Committee may in its absolute discretion dispense
with the aforesaid requirement, for such written notification.
(iii) Honorary Life
(b) The General Committee
may elect as Senior Members any other persons who are actively directing or
encouraging younger people to undertake medical research.
(c) All senior members
of the society eligible to hold ordinary membership pursuant to Article 2 (I)
(a) above shall be ordinary members.
are eligible to be elected Honorary Life Members if they have rendered
exceptionally distinguished services to medical science or to the promotion
of medical research.
(b) Honorary Life
Members shall be elected only on the recommendation of the General Committee
and at an Annual General Meeting by the affirmative vote of three quarters
of the Members present and voting thereat.
3. The General Committee
shall determine the annual subscription provided that the amount of such
subscription may be altered by special resolution passed at a General Meeting
of members. Unless otherwise determined by the directors the annual subscription
shall be payable in advance on the first of July for each year by all members
other than Honorary Life Members.
TERMINATION OF MEMBERSHIP
4. Membership of
the Society shall be terminated in the following circumstances:
the Honorary Secretary receives written notice of resignation from a member.
(b) By resolution
of the General Committee:
a member has failed to pay their annual subscription on within six (6)
months from the date on which the subscription was due to the Society.
(c) If the Society
in General Meeting being of the opinion that the objects or activities of a
member are no longer consistent with those of the Society or that the member's
continued membership would be an embarrassment to the Society (subject to the
provisions of paragraph (d) of this clause) so resolves.
(ii) When a member
has failed duly to pay any levy pursuant to Article 8.
anything to the contrary herein contained whether express or implied no resolution
pursuant to paragraph (c) shall be passed unless at least one week before the
General Meeting of the Society at which such resolution is passed the member
shall have had notice of such meeting and of what is alleged against them and
of the intended resolution and that they shall at such meeting and before the
passing of such resolution have had an opportunity of giving orally or in writing
any explanation or defence they may think fit.
5. Members and patrons
of the Society will be listed in the annual publication of the Society.
RIGHTS OF MEMBERS
member shall have the following rights:
To submit abstracts of papers to the Directors for consideration of
their presentation at Society Meetings. All abstracts considered suitable
by the Directors will be published in the Society's Journal together
with a programme indicating those papers selected for presentation.
(b) Ordinary members
only may be elected as Directors of the Society.
(ii) To receive
a copy of the Society's Journal.
(iii) To attend
and vote at General and Extraordinary Meetings of the Society.
(iv) To introduce
guests who may submit papers for the Society's Meetings.
7. Any person persons
corporation or corporations interested in the purpose and welfare of the
Society may be invited by the General Committee to become a patron of the
8. The General Committee
may in their absolute discretion make an emergency levy on the members
from time to time provided that the total of any such levies shall not
exceed the sum of $10.00 for each person in any one year.
first General Meeting shall be held at such time, not being less than one
month nor more than three months after the incorporation of the Society
and at such place as the General Committee may determine.
10. All business shall
be special that is transacted at an Extraordinary General Meeting, and also all
that is transacted at an Annual General Meeting, with the exception of the consideration
of the accounts, balance sheets, and the report of the General Committee and
Auditors, the election of officers and other members of the General Committee
in the place of those retiring, and the appointment and fixing of the remuneration
of the Auditors.
(b) An Annual General
Meeting of the Society shall be held in accordance with the provisions of the
Act. All General Meetings, other than the Annual General Meetings, shall be
called Extraordinary General Meetings.
(c) Any member of
the General Committee may whenever they think fit convene an Extraordinary
General Meeting, and Extraordinary General Meetings shall be convened on such
requisition or in default may be convened by such requisition as provided by
11. The Directors
may whenever they think fit convene an Extraordinary General Meeting. The
Directors shall on the requisition of members representing not less than
one tenth of the total voting rights of all members having on that date
the right to vote at General Meetings forthwith proceed duly to convene
an Extraordinary General Meeting of the Society as provided by Section
137 of the Act.
NOTICE OF GENERAL
to the provisions of the Act relating to special resolutions, fourteen
(14) days notice at the least (exclusive of the day on which the notice
is served or deemed to be served, but inclusive of the day for which notice
is given) specifying the place, the day and the hour of meeting and, in
case of special business, the general nature of that business shall be
given in manner hereinafter mentioned, or in such other manner, if any,
as may be prescribed by the Society in General Meeting to all members of
the Society but with the consent of all members a meeting may be convened
by such shorter notice and in such manner as the members may think fit.
(b) The accidental
omission to give notice of a meeting to or the non receipt of notice of a meeting
by any member shall not invalidate the proceedings a meetings.
business shall be transacted at any General Meeting unless a quorum of
members is present at the time when the meeting proceeds to business. Save
as herein otherwise provided, fifty (50) members present in person shall
be a quorum. For the purposes of this Article "member" includes a person
attending as a proxy or as representing a corporation which is a member.
(b) If within half
an hour from the time appointed for the meeting a quorum is not present, the
meeting, if convened upon the requisition of members, shall be dissolved; in
any other case it shall stand adjourned to the same day in the next week at
the same time and place, or to such other day and at such other time and place
as the General Committee may determine, and if at the adjourned meeting a quorum
is not present within half an hour from the time appointed for the meeting,
the members present (being not less than two) shall be a quorum.
(c) The President
shall preside as Chairman at every General Meeting of the Society, or if there
is no President, or if they are not present within fifteen minutes after the
time appointed for the holding of the meeting or is unwilling to act, the Vice
President shall be the Chairman or if the Vice President is not present or
is unwilling to act then the members present shall elect one of their number
to be Chairman of the meeting.
(d) The Chairman
may, with the consent of any meeting at which a quorum is present (and shall
if so directed by the meeting), adjourn the meeting from time to time and from
place to place, but no business shall be transacted at any adjourned meeting
other than the business left unfinished at the meeting from which the adjournment
took place. When a meeting is adjourned for thirty days or more, notice of
adjourned meeting shall be given as in the case of an original meeting. Save
as aforesaid it shall not be necessary to give any notice of an adjournment
or of the business to be transacted at an adjourned meeting.
(e) At any General
Meeting a resolution put to the vote of the meeting shall be decided on a show
of hands unless a poll is (before or on the declaration of the result of the
show of hands) demanded
the Chairman; or
(g) In the case of
an equality of votes, whether on a show of hands or on a poll, the Chairman
of the meeting at which the show of hands takes place or at which the poll
is demanded shall be entitled to a second or casting vote.
(ii) by at least
three members present in person or by proxy.
Unless a poll is
so demanded a declaration by the Chairman that a resolution has on a show
of hands been carried or carried unanimously, or by a particular majority,
or lost, and an entry to that effect in the book containing the minutes of
the proceedings of the Society shall be conclusive evidence of the fact without
proof of the number or proportion of the votes recorded in favour of or against
the resolution. The demand for a poll may be withdrawn.
(f) If a poll is
duly demanded it shall be taken in such manner and either at once or after
an interval or adjournment or otherwise as the Chairman directs, and the
result of the poll shall be the resolution of the meeting at which the poll
was demanded but a poll demanded on the election of a Chairman or on a question
of adjournment shall be taken forthwith.
(h) A member may
vote in person or by proxy or by attorney and on a show of hands every person
present who is a member or a representative of a member shall have one vote
and on a poll every member present in person or by proxy or by attorney or
other duly authorised representative shall have one vote.
(i) A member who
is of unsound mind or whose person or estate is liable to be dealt with in
any way under the law relating to mental health may vote, whether on a show
of hands or on a poll, by their Committee or by their trustee or by such other
person as properly has the management of their estate, and any such Committee,
trustee or other person may vote by proxy or attorney.
(j) No member shall
be entitled to vote at any General Meeting if their annual subscription shall
be more than one month in arrears at the date of the meeting.
(k) The instrument
appointing a proxy shall be in writing (in the common or usual form) under
the hand of the appointor or of their attorney duly authorised in writing or,
if the appointor is a corporation, either under seal or under the hand of an
officer or attorney duly authorised. A proxy may but need not be a member of
the Society. The instrument appointing a proxy shall be deemed to confer authority
to demand or join in demanding a poll.
(1) Where it is desired
to afford members an opportunity of voting for or against a resolution the
instrument appointing a proxy shall be in the following form or a form as near
thereto as circumstances admit:
THE AUSTRALIAN SOCIETY
FOR MEDICAL RESEARCH
I, of being a member
of the above named Society hereby appoint , Of or failing them , of as
my proxy to vote for me on my behalf at the (Annual or Extraordinary, as
the case may be) General Meeting of the Society, to be held on the day
of 19 and at any adjournment thereof.
Signed this day
This form is to
be used *in favour of the resolution.
*Strike out whichever
is not desired. (Unless otherwise instructed the proxy may vote as he thinks
DIRECTORS AND MANAGEMENT
OF THE SOCIETY
(m) The instrument
appointing a proxy and the power of attorney or other authority, if any, under
which it is signed or a notarially certified copy of that power of attorney
shall be deposited at the registered office of the Society, or at such other
place within the State as is specified for that purpose in the notice convening
the meeting, not less than forty eight hours before the time for holding the
meeting or adjourned meeting at which the person named in the instrument proposes
to vote, or, in the case of a poll, not less than twenty four hours before
the time appointed for the taking of the poll, and in default the instrument
of proxy shall not be treated as valid.
(n) A vote given
in accordance with the terms of an instrument of proxy or attorney shall be
valid notwithstanding the previous death or unsoundness of mind of the principal
or revocation of the instrument or of the authority under which the instrument
was executed, if no intimation in writing of such death, unsoundness of mind
or revocation as aforesaid has been received by the Society at the registered
office before the commencement of the meeting or adjourned meeting at which
the instrument is used.
14. The Society
and the business affairs and property thereof shall be managed by the General
Committee, comprised of eleven Directors as follows:
(b) President elect
who shall be Vice President.
(c) Nine other Directors.
16. Any member shall
be eligible to be a Director of the Society provided that on each occasion they
are elected or appointed they are an Ordinary Member of the Society.
shall preside at all meetings of the Society and shall be Chairman of
all meetings of the General Committee. The President shall hold office
until the next Annual General Meeting when they shall retire from such
(b) President elect
and Vice President:
elect and Vice President shall assist the President in the performance
of their duties and shall preside at any meeting at which the President
is not present. In the event of the death or disability of the President,
the President elect shall assume the duties of Acting President. The
President elect shall hold office until the next Annual General Meeting
when they shall be automatically elected to the office of President.
The first Directors
of the Society, who shall hold office until the Annual General Meeting
of the Society in December, 1968 shall be:
(i) Marc Roger
Playoust, who shall be President.
(ii) Paul John
Nestel, who shall be President elect and Vice President.
(iii) Peter Anthony
(iv) John Ross
Turtle, who shall be Honorary Treasurer.
(v) Richard Douglas
(vi) Charles Baldwin
(vii) Peter Schiff.
(viii) Jack Hirsh.
(ix) John Bruce
17. Any member shall
be eligible to be elected President elect and Vice President provided that
at the time of their election they are an Ordinary Member.
anything to the contrary herein contained, the President of the Society
may be an Ordinary or a Senior Member.
19. Commencing from
the Annual General Meeting in 1968 the President elect shall become the
20. The members
of the incoming General Committee shall meet prior to each Annual General
Meeting for the purpose of electing:
Elect and Vice President
who shall take office
at the conclusion of such Annual General Meeting PROVIDED always that no officer
may take office or continue in office unless they are a Director of the Society.
(b) Honorary Secretary
(c) Honorary Treasurer
21. The Honorary
Secretary and the Honorary Treasurer shall retire at the succeeding Annual
General Meeting but shall be eligible for re appointment.
22. A "casual vacancy" amongst
the officers specified in Article 20 shall mean any vacancy caused otherwise
than by the retirement of the office on the expiration of their term of
appointment. The General Committee shall have the power to fill such casual
vacancies but any person thus appointed must be a Director and shall hold
office only until the next ensuing Annual General Meeting.
ELECTION OF DIRECTORS
23. Subject to the
provisions of Article 15:
Directors shall be elected by ballot held before the Annual General Meeting.
Directors shall be elected for a term of two years and shall hold office
(subject to Article 28) until the conclusion of the Annual General Meeting
in the second year following their election.
24. A Director may
retire from office upon giving seven (7) days notice in writing to the Honorary
Secretary of their intention so to do and such resignation shall take effect
upon the expiration of such notice or its earlier acceptance by the Directors.
(b) Every candidate
for Director shall be nominated in writing by two Ordinary Members and each
nomination paper, together with the candidate's written acceptance of nomination
shall be delivered to the Honorary Secretary at least sixty five (65) days
prior to the Annual General Meeting.
(c) Should there
be more candidates than vacancies to be filled the Honorary Secretary shall
not less than sixty (60) days before the Annual General Meeting forward to
members ballot papers listing the name of candidates for Directors in alphabetical
order. Such ballot papers shall contain a direction to vote for a fixed number
of candidates which number shall be the number of vacancies to be filled. A
member shall record their vote by placing a cross on the ballot paper against
the names of the persons for whom they desire to vote and by returning the
ballot paper to the Honorary Secretary. Only ballot papers received by the
Honorary Secretary not less than forty five (45) days before the Annual General
Meeting shall be deemed to be valid.
(d) The President
(or in their absence the President elect) and the Honorary Secretary (or in
their absence a Director specifically appointed by the General Committee) shall
act as scrutineers and any paper adjudged by them in consultation to be improperly
or incorrectly filled in shall be invalid. The scrutineers shall deliver to
the Chairman of the Annual General Meeting a list of candidates (up to the
number of vacancies to be filled) who received the largest number of votes
and the Chairman of the Annual General Meeting shall declare these candidates
elected as Directors. Whenever two or more candidates for the last position
to be filled on the Committee receive an equal number of votes the candidate
to be elected shall be chosen by lot.
(e) The Chairman
of the Annual General Meeting shall in the case of there being less candidates
nominated than there are vacancies to be filled, declare such candidates and
in the case of there being more candidates nominated than there are vacancies
to be filled, declare the candidates (to the extent of the vacancies to be
filled) receiving the largest number of votes duly elected as Directors.
(f) If an insufficient
number of nominations be received or if there are less nominations than there
are vacancies to fill then the General Committee may at its first meeting after
the Annual General Meeting fill the vacancy or vacancies notwithstanding that
their number may be less than three. Directors so appointd shall hold office
only until the conclusion of the next Annual General Meeting, but shall be
eligible for re-election.
(g) If there shall
be no nominations received the retiring General Committee shall continue to
act but shall have power at any time during the following year to appoint other
qualified persons in their place or in the place of any of them. Any directors
so appointed shall hold office only until the conclusion of the next Annual
General Meeting, but shall be eligible for re-election.
25. In the event
of a vacancy or vacancies occurring amongst the Directors, the continuing
Directors may act notwithstanding such vacancy or vacancies, but so that
if their number falls below three the Directors shall not, except for the
purpose of filling the vacancies, act so long as the number is below that
POWERS AND DUTIES
OF THE GENERAL COMMITTEE
26. The business
of the Society shall be managed by the General Committee who may pay all
expenses incurred in promoting and registering the Society, and may exercise
all such powers of the Society as are not, by the Act or by these regulations,
required to be exercised by the Society in General Meeting, subject, nevertheless,
to any of these regulations, to the provisions of the Act, and to such
regulations, being not inconsistent with the aforesaid regulations or provisions,
as may be prescribed by the Society in General Meeting; but no regulation
made by the Society in General Meeting shall invalidate any prior act of
the General Committee which would have been valid if that regulation had
not been made.
27. The General
Committee may appoint such sub Committees as they deem fit with such powers
and for such purposes as they may prescribe.
28. Any casual vacancy
occurring amongst the General Committee may be filled by the General Committee
but any person so chosen shall retain their office until the conclusion
of the next Annual General Meeting, but shall be eligible for re-election.
29. The General
Committee shall define the powers, authorities, discretions and duties
of the Secretary, the Honorary Treasurer and of any other officer of the
Society and from time to time may alter or limit any such powers, discretions,
authorities, and duties in any manner as they may deem desirable.
30. The Directors
shall cause minutes to be kept in books provided for the purpose:
all appointments of officers made by the General Committee.
(b) Of the names
of the Directors present at each meeting of the General Committee and of any
(c) Of all resolutions
and proceedings at all meetings of the Society and of the General Committee
and sub Committees.
31. The Directors
shall provide for the safe custody of the Seal and the Seal shall not be
affixed except by the authority of a resolution of the Directors and in
the presence of two Directors and of the Secretary or such other person
as the Directors may appoint for the purpose; and the two Directors and
the Secretary or other person as aforesaid shall sign every instrument
to which the Seal of the Society is affixed in their presence.
32. The office of
Director shall become vacant if the Director:
to be a Director by virtue of the Act;
PROCEEDINGS OF DIRECTORS
(b) become bankrupt
or makes any arrangement or composition with their creditors generally;
(c) becomes prohibited
from being a Director of a company by reason of any order made under the Act;
(d) becomes of unsound
mind or a person whose person or estate is liable to be dealt with in any way
under the law relating to mental health;
(e) resigns their
office by notice in writing to the Society;
(f) for more than
six months is absent without permission of the General Committee from meetings
of the General Committee held during that period;
(g) holds any office
of profit under the Society;
(h) ceases to be
a member of the Society; or
(i) is directly or
indirectly interested in any contract or proposed contract with the Society
provided, however, that a Director shall not vacate their office by reason
of their being a member of any corporation society or association which has
entered or proposes to enter into a contract with the Society if such corporation
society or association is among the class of companies referred to in the proviso
to Clause 5 of the Memorandum of Association of the Society and if he shall
have declared the nature of their interest in manner required by the Act.
Provided always that
nothing in this Article shall affect the operation of Clause 5 of the Memorandum
of Association of the Society.
33. The Directors
may meet together for the transaction of business, adjourn and otherwise
regulate their meetings as they think fit.
at any meetings shall be decided by a majority of votes.
In case of an equality
of votes the Chairman shall have a second or casting vote.
The President may
at any time and the Secretary shall upon receipt of a request in writing by
two Directors convene a meeting of the Directors.
34. The quorum for
a meeting of the Directors shall be at least half of the total number of
35. The Directors
may delegate any of their powers to sub Committees consisting of such member
or members as they think fit. Any sub Committee so formed shall in the
exercise of the powers so delegated conform to any regulations that may
be imposed on them by the Directors.
(a) A sub
Committee may elect a Chairman of its meeting; if no such Chairman is elected
or if at any meeting the Chairman is not present within five (5) minutes
after the time appointed for holding the same, the members present may
choose one of their number to be Chairman of the meeting.
37. A Director shall
not vote in respect of any contract or proposed contract with the Society in
which they are interested, or any matter arising thereout, and if they do so
vote their vote shall not be counted.
(b) A sub Committee
may meet and adjourn as it thinks proper; questions arising at any meeting
shall be determined by a majority of votes of the members present, and in case
of an equality of votes the Chairman shall have a second or casting vote.
(c) Each sub Committee
shall furnish to each regular meeting of Directors a report of its activities
and shall tender to the Directors such advice concerning the subject matter
of its activities as it shall deem desirable.
38. The continuing
members of the General Committee may act notwithstanding any vacancy in
the General Committee, but if and so long as their number is reduced below
the number fixed by or pursuant to these regulations as the necessary quorum
of the General Committee, the continuing member or members may act for
the purpose of increasing the number of Directors of the General Committee
to that number or of summoning a General Meeting of the Society, but for
no other purpose.
39. All acts done
by any meeting of the General Committee or of a sub Committee or by any
person acting as a Director shall notwithstanding that it be afterwards
discovered that there was some defect in the appointment of any such Director
or person acting as aforesaid, or that they were disqualified, be as valid
as if every such person had been duly appointed and was qualified to be
40. Each Director
shall have the power from time to time to nominate in writing or by telegram,
cablegram or wireless message any other Director to act in their place
at meetings of Directors and to sign resolutions under Article 41. Any
such nomination may at any time be revoked by the appointor and may be
for such purpose and with such powers authorities and discretions as are
vested in or exercisable by any such Director under these Articles and
may be general or for a specified period or for specified meetings or for
specified resolutions and notice of every such nomination or revocation
must be given to the Honorary Secretary and shall take effect when notice
thereof is so given.
41. A resolution
in writing signed by the whole of the Directors for the time being within
the Commonwealth of Australia or their proxies shall be as valid and effectual
as if it had been passed at a meeting of the Directors duly called and
constituted. A telegram, cablegram or wireless message addressed to and
received by the Honorary Secretary of the Society and purporting to be
signed by a Director shall for the purpose of this Article be deemed to
be a writing signed by such Director.
42. The Directors
shall cause proper accounts to be kept with respect to:
sums of money received and expended by the Society and the matter in respect
of which the receipt and expenditure takes place.
43. The accounts shall
be kept at the registered office of the Society or at such other place or places
as the Directors think fit, and shall always be open to the inspection of Directors.
(b) All sales and
purchases of real and personal property by the Society.
(c) The assets and
liabilities of the Society.
44. The Directors
shall from time to time determine subject to Clause 8 of the Memorandum
of Association at what times and places and under what conditions or regulations
the accounts and books of the Society or any of them shall be open to the
inspection of members not being Directors.
General Committee shall cause proper accounting and other records to be
kept and shall distribute copies of every profit and loss account and balance
sheet (including every document required by law to be attached thereto)
accompanied by a copy of the Auditors report thereon as required by the
Act provided, however, that the General Committee shall cause to be made
out and laid before each Annual General Meeting a balance sheet and profit
and loss account made up to a date not more than six months before the
date of the meeting.
(b) The General Committee
shall from time to time determine in accordance with Clause 8 of the Memorandum
of Association at what times and places and under what conditions or regulations
the accounting and other records of the Society shall be open to the inspection
of members not being Directors and no member (not being a Director) shall have
any right of inspecting any account or book or paper of the Society except
as conferred by statute or by Clause 8 of the Memorandum of Association or
authorised by the General Committee or by the Society in General Meeting.
46. A properly qualified
Auditor or Auditors shall be appointed and their remuneration fixed and
duties regulated in accordance with Sections 9, 165, 166 and 167 of the
Act and Clause 8 of the Memorandum of Association.
47. Every member
of the General Committee, Auditor, Secretary and other officer for the
time being of the Society shall be indemnified out of the assets of the
Society against any liability incurred by them in defending any proceedings,
whether civil or criminal, in which judgement is given in their favour
or in which they are acquitted or in connection with any application under
the Act in which relief is granted to them by the Court in respect of any
negligence default breach of duty or breach of trust.
BY LAWS, RULES AND
48. The Directors
shall have power from time to time to make such by laws, rules and regulations
not inconsistent with the Memorandum and Articles of Association of the
Society as in the opinion of the Directors are necessary and desirable
for the proper control, administration and management of the Society's
operations, finances, affairs, interests, effects and property and to amend
or rescind from time to time any such by laws, rules and regulations PROVIDED
ALWAYS that nothing in this clause contained shall be deemed to empower
the Directors to make any bylaws, rules and regulations relating to the
contributions, duties, obligations and responsibilities of the members
which such power is specifically excluded herefrom.
49. A notice may
be given by the Society to any member either personally or by sending it
by post to them to their registered address or (if they have no registered
address within the Commonwealth) to the address, if any, within the Commonwealth
supplied by them to the Society for the giving of notices to them .
Where a notice is
sent by post, service of the notice shall be deemed to be effected by properly
addressing, prepaying and posting a letter containing the notice, and to have
been effected in the case of a notice of meeting when the letter containing
the same is posted and in any other case at the time when the letter would
be delivered in the ordinary course of post.
A certificate in
writing signed by any Director that the letter or wrapper containing the notice
was so addressed, prepaid and posted shall be prima facie evidence thereof.
50. If a member
has no registered address within the Commonwealth and has not supplied
to the Society an address within the Commonwealth for the giving of notices
to them , a notice addressed to them and advertised in a newspaper circulating
in the neighbourhood of the registered office of the Society shall be deemed
to be duly given to them at noon on the day on which the advertisement
51. Notice of every
General Meeting shall be given in some manner herein before authorised
(a) every member
except those members who (having no registered address within the Commonwealth),
have not supplied to the Society an address within the Commonwealth for the
giving of notices to them; and
(b) the Auditor or
Auditors for the time being of the Society.
WE, the several
persons whose names and addresses are subscribed being the subscribers
to the Memorandum of Association of THE AUSTRALIAN SOCIETY FOR MEDICAL
RESEARCH hereby agree to the foregoing Articles of Association.
Signatures of Subscribers
Witness to Signatures and Address of Witness
Marc Playoust David
Price, 10 Martin Place Sydney Solicitor
P.A. Castaldi David
Paul J. Nestel David
John R. Turtle David
Richard D. Gordon
Charles B. Kerr David
Peter Schiff David
J. Hirsh David Price
J.B. Blackwell David
Dated this 1st day
of November, 1968.
This is the Annexure
of two pages marked as "A" to in the Companies Form 24 signed by me and dated
10th December 1990
IT WAS RESOLVED
that Clause (A) be inserted into the Memorandum of Association as follows:
(In accordance with
Article 1, words implying the masculine gender include the feminine gender and
establish a separate Approved Research Institute Account to be used exclusively
for scientific research purposes into which shall be paid all gifts and
bequests received by the fund in respect of which qualify as an allowable
income tax deduction under sub paragraph 78(1)(a)(x) of the Income Tax
Assessment Act. Payments from this account will be for the purposes of
The research fund
account will be audited in accordance with Clause 46 of the Articles of Association
of the Society. The audited statements of income and expenditure' and balance
sheet, will be presented in the Annual Report of the Society which is published
each year and distributed to all members of the Society.
(ii) The Fund will
be administered by a Research and Executive Committee at least comprising
of five members who shall be suitably qualified for assessing medical Research
and who shall be approved by the Secretary to the Department of Community
Services and Health.
(iii) Each member
of the Research and Executive Committee shall agree to serve on the Committee.
(iv) No changes
to the Membership of the Research and Executive Committee will be made without
the approval of the Secretary to the Department of Community Services and
(v) In the event
of the A.S.M.R. being wound up or upon it ceasing to carry out research activities
through the A.S.M.R. Research Fund, any surplus remaining in the research
fund will be transferred to another research fund or organisation which has
been approved by the Commissioner of Taxation for the purpose of any of the
sub paragraphs of Section 78(1) (a) of the Income Tax Assessment Act.
Although the details
of that research fund or organisation would most properly be determined at
the time of termination of the A.S.M.R or the Research Fund, it is agreed
that, unless otherwise determined at a later date, the surplus would be transferred
to the relevant research account of the Royal Australasian College of Physicians,
an institution specified in Section 78(1) (a) (xxi) of the Act.
(vi) The results
of research financed from the Research Fund shall be freely available and
wherever possible published in the scientific press. In the instance where
the Fund is used to support, by way of Scholarships or Fellowships, individuals
undertaking original research, it will be a requirement that, wherever appropriate,
due acknowledgment of the financial support received is made in published
scientific articles describing research undertaken with the support of the