NEW SOUTH WALES SOCIETY FOR 
COMPUTERS AND THE LAW

CONSTITUTION

1.   Name

The name of the Society shall be the NEW SOUTH WALES SOCIETY FOR COMPUTERS AND THE LAW (hereinafter referred to as "the Society").


2.  Objects

The objects of the Society shall be:

(1)           To further the study of the inter-relationship between all aspects of computer technology and all aspects of law.

(2)           To further the study of the impact of computer technology use on the present law.

(3)           To further the study of the development and change of the law in respect to computer technology.

(4)           To further the study and use of computers in legal education and research and by the legal profession.

(5)           To encourage research and educational projects that will further the objects of the Society.

(6)           To disseminate and encourage the dissemination of the results of such research and educational projects for the benefit of the community at large.

(7)           To promote such legislative changes to the present law as are necessary to adjust the law to cope with information technology.

(8)           To develop and promote policies on any aspect of computer technology and the law.

(9)           To do all such other things as may be incidental to the objects of the Society including all such social activities as are compatible with the foregoing.


3.  Powers of the Society

The Society shall have the following powers:

(1)           to purchase take on lease or in exchange hire or otherwise acquire and maintain any real or personal property and any rights and privileges in relation thereto;

(2)           to sell exchange lease mortgage hire dispose of turn to account or otherwise deal with or with any part of the real or personal property of the Society;

(3)           to borrow or raise or secure the payment of money in such manner as the Society thinks fit with power to issue debentures grant mortgages charges or any other class of security upon or charging all or any of the property real or personal (both present and future) of the Society and to redeem or pay off any existing or future securities;

(4)           to invest and deal with the money of the Society not immediately required for the purposes of the Society in such manner as may from time to time be determined;

(5)           to amalgamate co-operate affiliate and enter into reciprocal arrangements with any other group of persons (whether corporate or unincorporate) having objects wholly or in part similar to those of the Society;

(6)           to engage on such terms and conditions as the Society may think fit any person or persons to carry out whether permanently or otherwise such tasks as the Society may from time to time determine;

(7)           to take and defend all legal proceedings by or on behalf of the Society and to appoint all necessary barristers and solicitors for the purpose;

(8)           to draw make accept endorse and issue negotiable securities or instruments of whatsoever kind and to determine by what officers of the Society such negotiable securities or instruments shall be signed or endorsed;

(9)           to obtain incorporation or any other status under the law in force from time to time in New South Wales; and

(10)         to do all such things as are incidental or conducive to the attainment of its objects.

4.  Income and property of the society

The income and property of the Society shall be applied solely to the promotion of its objects and no part thereof shall be paid or transferred directly or indirectly by way of dividend bonus or otherwise by way of pecuniary profit to the members provided that a remuneration may be paid in good faith to officers and servants of the Society or other persons in return for services actually rendered to the Society.


5.  Classes of members

The Society shall consist of the following classes of members:

(1)           Individual;

(2)           Corporate which shall include such corporate and unincorporated bodies institutions and organisations as are in categories approved by the Committee from time to time; and

(3)           Student which shall include all such persons who are enrolled in any educational institution as a full-time student.


6. Conditions attaching to classes of members

The conditions attaching to classes of members shall be as follows:

(1)           A member shall have one vote only.

(2)           A Corporate Member may by notice in writing to the Secretary nominate up to 5 persons to be its Representatives, and any one such Representative may exercise its voting rights.

(3)           The aforesaid representatives shall continue as such until the Secretary receives written notice from the Corporate Member of the appointment of another Representative or Representatives.

(4)           Only one Representative from each Corporate Member shall be eligible for election or appointment as President, Vice-President, Secretary or Treasurer of the Society.

(5)           Subject to this Rule, a Representative shall be entitled to exercise all the rights of an Individual Member apart from voting rights. Without any formality, a Representative shall be entitled to nominate an alternate who may exercise all or any of the rights apart from voting rights of that Representative.

(6)           A Representative who is also an Individual or Student Member shall be entitled to exercise all the rights of that Membership in addition to all rights of a Representative of a Corporate Member.


7.  Rights of members personal

(1)           Subject to sub-Rule (2) the rights and privileges of every member shall be personal to himself and shall not except to the extent herein provided for Corporate Members in any manner be transferable by his act or through any other person on his behalf or by the operation of law.

(2)           A member shall be entitled to vote by proxy by lodging a form of proxy signed by the member and the proxy with the Secretary not later than 72 hours before the meeting at which the proxy is to be exercised or such other time as specified in the notice of meeting.


8.  Application for membership

(1)           Any person desiring membership of the Society shall make an application in writing in that behalf addressed to the Secretary together with the prescribed annual subscription.

(2)           Any member admitted to membership during the currency of the year shall pay such proportionate subscription as the Committee determines.

(3)           Upon receipt of the application and subscription the applicant shall be admitted as a member of the Society unless the Committee shall have expressly rejected such application at the meeting of the Committee next following the receipt of the application.


9.  Annual subscription

(1)           The annual subscription shall be payable in advance on the first day of January in each year or within twenty-eight (28) days thereof and in respect of each class of members shall be such sum as may from time to time be determined by the Committee.

(2)           Any member who has failed to pay the annual subscription as provided for in sub-clause (1) hereof shall be deemed unfinancial for the purposes of this Constitution.


10.  Unfinancial members

No member shall be entitled to vote at any meeting of the Society or in any ballot directed to be held by the Committee if that member is unfinancial. Any member who remains unfinancial as at 1 April in any year shall thereupon cease to be a member of the Society.


11.  Resignation of members

Any member may resign membership by giving to the Secretary notice in writing to that effect and shall thereupon cease to be a member of the Society.


12.  Expulsion of members

(1)           If the Committee is of the opinion that the interests of the Society so require it may by letter invite any member to resign from the Society within a time specified in such letter. In default of such resignation the Committee shall submit the question of the member's expulsion to a Special General Meeting.

(2)           At such meeting the member whose expulsion is under consideration shall be allowed to offer an explanation to the meeting verbally or in writing. If at least three quarters of the members present shall vote for the member's expulsion the member shall thereupon cease to be a member of the Society.


13.  Cessation of membership

Any person who ceases to be a member of the Society under Clauses 10-12 inclusive shall forefeit all rights to and claims upon the Society.


14.  Committee

The business of the Society shall be controlled by a Committee consisting of the President, the Vice President, the Secretary, the Treasurer and such other number of other Officers as the Society may determine and in default of such determination the number shall be five.


15.  Powers of the Committee

The Committee may exercise all powers of the Society as are not by this Constitution required to be exercised by the Society in General Meeting and without prejudice to any of the foregoing the Committee shall also have power to do any one or more of the following things:

(1)           to print purchase or otherwise acquire any books newspapers or periodicals and dispose of them as it may think fit;

(2)           to open and operate any banking accounts in the name of the Society;

(3)           to regulate and control its own meetings and the transaction of business thereat;

(4)           to delegate (subject to such conditions as it may think fit) any of its powers to sub-committees consisting of such members of the Committee and other members of the Society co-opted for that purpose as the Committee may determine and to make such regulations as to the proceedings of such sub-committees as may be considered desirable;

(5)           to appoint an Acting Secretary or Acting Treasurer in the absence of the Secretary or Treasurer to perform the duties of Secretary or Treasurer as the case may be;

(6)           to employ and to terminate the employment of any person engaged by the Society;

(7)           generally to manage and conduct the business of the Society subject to this Constitution.


16.  Vacancy on the Committee

The Committee may act notwithstanding any vacancy in its body.


17.  Duty of the Committee

It shall be the duty of the Committee to manage and conduct the affairs of the Society and to see that this Constitution is complied with.


18.  Committee elections

(1)           The election of the Committee shall take place during the Annual General Meeting of the Society.

(2)           The election of Committee shall take place in the following order:

        (a)           President

        (b)           Vice President

        (c)           Secretary

        (d)           Treasurer

        (e)           other Officers concurrently.

In case no more than the required number of candidates shall be nominated for any office those so nominated shall be declared elected.

(3)           Election shall be by secret ballot by optional preferential vote. In the event of an equality of votes the ballot shall be repeated once more but if there is still an equality of votes the successful candidate shall be determined by lot amongst those candidates with an equal number of votes.

(4)           Subject to this Constitution each member of the Committee shall hold office until after the completion of the Annual General Meeting next after the date of his election.

(5)           A retiring Committee Member shall be eligible for re-election or for election to another office.

(6)           A Representative who is also an Individual Member shall be eligible for election or appointment as an officer of the Society in his capacity as an Individual Member or in his capacity as a Representative but not both.


19.  Powers of the President

The President shall have the following powers:

(1)           The President shall preside at all meetings of the Society and of the Committee.

(2)           The President shall represent the Society on all occasions requiring official representation and shall be the Society's spokesman on all matters relating to the activities business and objects of the Society.

(3)           The President shall present to members at the Annual General Meeting a report in writing in respect of the activities and business of the Society and of any events that have significantly affected the state of affairs of the Society during the preceding year.

(4)           The President shall be an ex-officio member of all sub-committees which may be appointed.

(5)           At his discretion but subject to Clause 20 the President may delegate any of his duties to any other member of the Committee.


20.  Vice President

The Vice President shall assist the President in the discharge of his duties and in the absence of the President shall act in his place. When so acting the Vice President shall carry out the duties and may exercise all the powers of the President.


21.  Duties of the Secretary

(1)           The Secretary shall attend and take minutes of the proceedings of all meetings of the Society and of the Committee and shall properly enter such minutes in a book kept for that purpose, circulate copies of minutes to members of the Committee and in consultation with the President shall prepare an agenda for such meetings.

(2)           The Secretary shall issue all notices of meetings of the Society and the Committee and such other notices as he may be directed to issue by the Committee.

(3)           The Secretary shall keep in safe keeping a copy of this Constitution and of any amendment thereof which from time to time may be lawfully made.

(4)           The Secretary shall present to the Committee all correspondence directed to the Society which may be received by him and shall prepare and sign all outward correspondence as he may be directed by the Committee.

(5)           The Secretary shall keep and maintain a register of members in which shall be entered the full name address telephone number date of admission and class of every member and the full name of each Representative of a Corporate Member. Such information shall be available for inspection by members. Records of membership shall be retained for no less than three financial years.

(6)           The Secretary shall perform such other duties as the Committee may prescribe.

(7)           The Secretary may with the approval of the Committee delegate any of his duties to any other member of the Committee.


22.  Duties of the Treasurer

(1)           The Treasurer shall collect and receive all moneys on behalf of the Society and shall give receipts when required for the same and deposit all such moneys in banking accounts in the name of the Society at a bank approved by the Committee.

(2)           The Treasurer shall maintain to the satisfaction of the Committee a proper system of accounting for all moneys received and disbursed on behalf of the Society and of all properties assets and liabilities of the Society.

(3)           The Treasurer shall make payment of all accounts by cheque or by savings bank withdrawal form in accordance with the practice prescribed from time to time by the Committee.

(4)           The Treasurer shall prepare periodical financial statements and shall present the same at the meeting of the Committee.

(5)           The Treasurer shall keep all vouchers for all moneys expended by the Society and all records and vouchers in respect of moneys received by the Society.

(6)           The Treasurer shall perform such other duties as the Committee may prescribe.

(7)           The Treasurer may with the approval of the Committee delegate any of his duties to any other member of the Committee.


23.  Audit

(1)           The Committee shall:

        (a)           engage a person who publicly carries on the business of an accountant to audit the accounts of the Society; and

        (b)           arrange for the audit to be undertaken not less than seven days before the Annual General Meeting.

(2)           The person engaged by the Committee must not be a:

        (a)           member of the Committee; or

        (b)           person interested in any transaction of the Society (other than as a member or for payment of associated audit costs and fees).

(3)           The costs of the audit, including the fee of the person making the audit, shall be paid out of the moneys ofthe Society as resolved by the Committee.

(4)           The auditor's report will be tabled at the Annual General Meeting.


24.  Committee meetings

(1)           The Committee shall meet together for the despatch of business so often as two Committee Members or the President or in his absence the Vice President shall deem necessary but not less than three times in any one year. At least three days' notice shall be given to each Committee Member and the Committee may adjourn and otherwise regulate its meetings as it sees fit.

(2)           A quorum shall be four (4) members or such greater number as the Committee may from time to time determine.

(3)           In the absence of both the President and the Vice President the members present shall choose one of their number to chair such meeting.

(4)           Questions arising at any meeting shall be decided by a majority of votes and in the case of any equality of votes the question shall be resolved in the negative.


25.  Casual vacancies

Any casual vacancy occurring in the Committee may be filled by the Committee and any person so chosen shall hold office until the expiration of the term of the original appointee.


26.  Vacation of office

The office of President Vice-President Secretary Treasurer Honorary Auditor or Ordinary Member of the Committee shall be vacated if the person filling it:

(1)           ceases to be a member of the Society;

(2)           becomes bankrupt or assigns his estate in pursuance of any Act relating to bankruptcy or insolvency;

(3)           resigns his office by notice in writing to the Society; or

(4)           if being a Representative who was elected in his capacity as a Representative ceases to be a Representative unless such person applies to become an Individual Member within one month.


27.  Removal of Committee member

The Society in General Meeting may by Special Resolution remove any Committee member before the expiration of his term of office and appoint another person in his stead. The person so appointed shall for all purposes be treated as if he were appointed to fill a casual vacancy under Clause 25.


28.  Declaration of interest

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

(2)           If a member of the Committee becomes interested in a contract or arrangement after it is made or entered into he shall disclose his interest at the first meeting of the Committee after he becomes so interested.

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


29.  General meetings

General Meetings of members of the Society may be:

(1)           Annual;

(2)           Special;

(3)           Ordinary.


30.  Annual General Meetings

(1)           The Annual General Meeting of the Society shall be held each year on such date (being not later than three months after the close of the membership year of the Society) and at such place as the Committee determines.

(2)           The following shall be the order of business at every Annual General Meeting:

        (a)           confirmation of the Minutes of the previous Annual General Meeting;

        (b)           receipt and consideration of the financial report of the Society;

        (c)           receipt and consideration of the report of the President and any sub-committees;

        (d)           election of a Returning Officer;

        (e)           the election of the Committee;

        (f)           appointment of the Honorary Auditor;

        (g)           any other business which may lawfully be brought forward.


31.  Special General Meetings

(1)           The Committee may at any time for any special purpose call a Special General Meeting and it shall do so forthwith upon the written requisition of not less than ten members or ten per centum of members whichever is the lesser stating the purposes for which the meeting is required.

(2)           Such meeting shall be convened not less than fourteen days nor more than twenty-eight days after receipt by the Secretary of such request.


32.  Ordinary General Meetings

(a)           There shall be at least three Ordinary General Meetings in any financial year held from time to time as determined by the Committee;

(b)           No resolution shall be moved at any Ordinary General Meeting;

(c)           The principal purpose of Ordinary General Meetings is to hear receive and discuss papers or lectures on topics related to the objects of the Society;

(d)           The Committee shall regularly report to the Ordinary General Meetings in such a manner as to keep the members present reasonably informed of the Committee's activities and the business of the Society.


33.  Chairman of General Meeting

In the absence of both the President and the Vice President the members present shall choose one of their number to chair any Annual or Special General Meeting.


34.  Conduct of General Meeting

Subject to this Constitution the Chairman shall have control over the conduct of any Annual or Special General Meeting including (without limiting the generality of the foregoing) power to determine:

(1)           the number of speakers;

(2)           the length of time for which speakers may speak; and

(3)           whether any matter raised is within or without the Society's objects as defined by this Constitution.


35.  Notice of members resolution

Any member desirous of placing any item on the agenda for any Annual or Special General Meeting shall give notice thereof in writing to the Secretary not less than fourteen (14) days before the date of such meeting but such requirement shall not preclude the raising of General Business.


36.  Notice of General Meetings

Seven days' notice in writing of every Annual or Special General Meeting shall be given to every member at his address appearing in the Register of Members stating the time of meeting and the nature of the business to be transacted.

No business requiring a Special Resolution other than set out in the notice convening the meeting shall be transacted at any Annual or Special General Meeting.


37.  Omission of notice

The unintentional omission to give notice of a meeting to or the non-receipt of notice of a meeting by any member shall not invalidate any proceedings or resolutions at any meeting of the Society or any Committee thereof.


38.  Quorum at General Meetings

At all General Meetings of the Society at least six members present in person and having voting rights pursuant to Clause 6 hereof shall constitute a quorum and if within thirty minutes from the time appointed for the meeting a quorum is not present the meeting if convened upon the requisition of members shall be dissolved and in any other case shall stand adjourned to the same day in the next week at the same time and place and at such adjourned meeting those present shall form a quorum.


39.  Adjournment

The Chairman may with the consent of the meeting adjourn any meeting from time to time 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.


40.  Voting

(1)           Resolutions (other than Special Resolutions) shall be carried by a majority of the members voting at any meeting;

(2)           Special Resolutions shall be carried by a majority of not less than three-fourths of the members voting at any Special or Annual General Meeting of the Society.

(3)           In case of equality of votes cast on a resolution the resolution shall be declared lost.


41.  Division

At any Annual or Special General Meeting a declaration by the Chairman that a resolution has been carried and an entry to that effect in the Minute Book of the proceedings of the Society shall be conclusive evidence of the fact without proof of the number of proportion recorded in favour of or against such resolution provided that before such declaration any member may by standing up call for a division which shall be taken in such a manner as the Chairman directs.


42.  The financial year

The financial year of the Society shall end on the 31st December in each year to which day the accounts of the Society shall be balanced.


43.  Liability

(1)           The Society and the members of the Committee shall not be responsible in any way for any damage hurt or loss caused to any member of the Society while attending or participating in any function organised by the Society or whilst carrying out any activity in the interest of the Society.

(2)           Neither the Society nor any member of the Committee shall be liable in any way for any loss accident injury or damage caused to any person present or participating in any activities of the Society.


44.   Amendment of the constitution

The provisions of this Constitution may be added to repealed or amended by any special resolution at any Annual or Special General Meeting provided that notice of the special resolution to amend this Constitution shall be included in the notice of meeting.


45.  Winding up

(1)           A Special General Meeting called for the purpose may by a special resolution dissolve the Society.

(2)           The Committee shall thereupon or at such future date as shall be specified in such resolution proceed to realise the property of the Society.

(3)           If there remains after the satisfaction of all of the Society's debts and liabilities any property whatsoever the same shall not be paid to or distributed among the members of the Society but shall be given to or transferred to some other Society or Institution having objects similar wholly or in part to the objects of the Society and which shall prohibit the distribution of its or their income and property amongst its or their members or to some charitable object or objects, which Society, Institution or object shall be determined by the members of the Society at or before the time of winding up or in the absence of such determination shall be determined by the Committee.


46.  Definitions

In this Constitution unless inconsistent with this Constitution or subject matter:

(1)           Words importing the singular number or plural number include the plural number and singular number respectively;

(2)           Words importing any gender include every other gender;

(3)           The term "computer technology" shall include all aspects of information technology; and

(4)           The term "computer" shall also include any system using computers.


47.  Formation

(1)           Upon the adoption of this Constitution all persons in respect of whom a membership fee has been paid to the Society shall be deemed to be Individual, Corporate or Student Members as the case may be in accordance with the provisions of this Constitution.

(2)           At the meeting at which this Constitution is adopted the persons deemed to be members under the preceding sub-rule and present in person shall constitute a Special Meeting of the Society which shall proceed immediately to elect a Returning Officer, and then to elect members of the Committee in accordance with Clause 18 and an Honorary Auditor in accordance with Clause 23.



(C) 2016 New South Wales Society for Computers & the Law.  ABN 81180932448

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