ASVP Governing Rules

1. NAME

The name of the incorporated association is the Australian Society for Veterinary Pathology Incorporated (referred to herein as “the association”).

2. DEFINITIONS

In these rules, “Committee” means the committee of management of the association; “general meeting” means a general meeting of members of the association convened in accordance with these rules; “member” means a member of the association; “the Act” means the Associations Incorporation Act (South Australia) 1985; “special resolution” means a special resolution defined in the Act; “month” shall mean a calendar month.

3. PURPOSES OF THE ASSOCIATION

The purpose of the association is to promote the practice of veterinary pathology in improving animal and human health by:

a. Encouraging the provision of high-quality diagnostic and investigative veterinary pathology services, both anatomical and clinical;

b. Providing continuing professional development ;

c. Facilitating communication between veterinary pathologists in governments, universities and private pathology laboratories;

d. Representing the interests of veterinary pathologists to government, industry bodies and the broader community. 

4. POWERS OF THE ASSOCIATION

The Association shall have all the powers conferred by section 25 of the Act.

5. MEMBERSHIP

Membership is open to individuals who meet the membership criteria, support the purposes, policies and guidelines of the association and agree to comply with these rules. Membership applications are to be made using the process agreed to by the Committee and supported by two nominees who are current financial members.

a. As soon as practicable after an application for membership is received, the Committee must decide by resolution whether to accept or reject the application

b. The Committee must notify the applicant in writing of its decision as soon as practicable after the decision is made

c. If the Committee rejects the application, it must return any money accompanying the application to the applicant

d. No reason need be given for the rejection of an application

The rights of a member are not transferable and end when the membership ceases.

5.1. TYPES

Regular Membership
Any person who:

a. Holds a degree of veterinary science registrable in Australia and

b. Is actively engaged in, or has had, a minimum of two years experience in gross and microscopic or clinical pathology and who applies for membership of the Association shall be proposed by one member and seconded by another member.  

The application shall be made in a form approved by the Committee, including online application and processing, signed by the applicant, the proposer and seconder, of which digital signatures will be deemed acceptable. 

Upon acceptance of the application by the Committee and upon payment of the first annual subscription, the applicant shall be a member of the Association.

Associate Membership
In addition, any person who is not eligible for regular membership but:

a. Is actively engaged in veterinary pathology or whose interests in anatomic or clinical veterinary pathology and related fields warrant a formal working relationship with the Society.

Related fields include, but are not limited to, laboratory sciences, veterinary diagnostics and pathophysiological research.  Professions considered for associate membership would include but are not limited to veterinarians, medical and laboratory scientists, researchers and veterinary nurses; and

b. Is nominated and approved for membership, as provided in these rules, is eligible to be an Associate Member of the association on payment of the annual subscription.

Associate members have all the rights and obligations of full members, except that they may not vote at any meeting and may not be elected to the Committee of Management.
 

Student Membership
Any person who:

a. Is enrolled full-time in either an undergraduate or post-graduate field of veterinary medicine and/or veterinary pathology within Australia; 

b. Is actively engaged in, or has an interest in gross and microscopic or clinical pathology; and 

c. Is nominated and approved for membership as provided in these rules, and is eligible to be a Student Member of the association on payment of the annual subscription.

Student members have all the rights and obligations of full members, except that they may not vote at any meeting and may not be elected to the Committee of Management. 

Student subscription shall be set at 50% of the membership fee per financial year. 


Life membership
A member who has given distinguished long standing and exceptional service to the ASVP and the promotion of veterinary pathology in Australasia or worldwide and is a retired current member of the Australian Society for Veterinary Pathology who is not in full-time employment and who is nominated by one member, seconded by another member following the life member nomination process and endorsed by general membership.


5.2 SUBSCRIPTIONS

a. The subscription fee for membership shall be such a sum as members shall determine from time to time in general meeting; 

b. The subscription fees shall be payable annually on 1 July or at such other time as the Committee shall determine;

c. For new members who have joined between January 1st and June 30th of any year, the subscription fee shall not be payable until 1 July of the following calendar year; and

d. Any member whose subscription is outstanding for more than three months after the due date for payment shall cease to be a member of the Association, always provided that the Committee may reinstate such a person’s membership on such terms as it thinks fit.

5.3 CEASING MEMBERSHIP

5.3.1 RESIGNATIONS

Any member may resign from membership of the Association by giving written notice thereof to the Secretary of the Association.  Any member so resigning shall be liable for any outstanding subscriptions which may be recovered as a debt due to the Association.  The Association will not refund membership fees already paid.


5.3.2 EXPULSION OF A MEMBER 

a. Subject to giving a member an opportunity to be heard or to make a written submission, the committee may resolve to expel a member upon a charge of misconduct detrimental to the interests of the association.

b. Particulars of the charge shall be communicated to the member at least one month before the meeting of the committee at which the matter will be determined.

c. The determination of the committee shall be communicated to the member, and in the event of an adverse determination, the member shall, (subject to clause 5.3.2 [d]), cease to be a member 14 days after the committee has communicated its determination to the member.

d. It shall be open to a member to appeal the expulsion to the association at a general meeting. The intention to appeal shall be communicated to the secretary of the association within 14 days after the determination of the committee has been communicated to the member.

e. In the event of an appeal under clause 5.3.2 [d], the appellant’s membership of the association shall not be terminated unless the determination of the committee to expel the member is upheld by the members of the association in a general meeting after the appellant has been heard by the members of the association, and in such event membership will be terminated at the date of the general meeting at which the determination of the committee is upheld.
 

5.3.3 DEATH OF A MEMBER

Membership ceases on the death of a member.

5.4 REGISTER OF MEMBERS

A register of members must be kept and contain:

a. The name and address of each member

b. The date on which each member was admitted to the Association; and

c. If applicable, the date of, and reason(s) for, termination of membership

6. THE COMMITTEE

6.1 POWERS AND DUTIES

a. The affairs of the Association shall be managed and controlled by a Committee which, in addition to any powers and authorities conferred by these rules, may exercise such powers and do all such things as are within the rules of the Association, and are not by the Act or by these rules required to be done by the Association in General Meeting;

b. The committee has the management and control of the funds and other property of the Association;

c. The Committee shall have the authority to interpret the meaning of these rules and other matters relating to the affairs of the Association on which these rules are silent and

d. The Committee shall appoint a public officer as required by the Act. 


6.2 APPOINTMENT

a. The Committee shall be comprised of the officers of the Association (President, Secretary and Treasurer) and two ordinary members, each of whom shall be elected at the annual general meeting of the Association in each year.  A Vice President will be elected at the penultimate AGM of each committee to be filled from within each state or territory, taking over from the committee at the subsequent AGM.  The Australian director of the CL Davis Foundation may also sit on the Committee.  This position shall lapse in the event of cessation of joint ASVP/Davis Thompson conferences.  The Committee may also appoint the AAPSP Scientific Coordinator as a Committee member for confirmation at each election period.  Should the ASVP no longer have a Secretariat, the Committee Secretary from the previous ASVP Committee may sit on the Committee in an advisory capacity with no voting rights for a period of up to one year;

b. Each officer shall hold office until the second Annual General Meeting after the date of their election; a notice of persons seeking election to the committee shall be given to all members of the Association with a notice calling the meeting at which the election is to take place;

c. The Committee may appoint a person to fill a casual vacancy, and such a Committee member shall hold office until the next annual general meeting of the Association and shall be eligible for election to the Committee without nomination.

 

6.3 PROCEEDINGS OF COMMITTEE

a. The Committee shall meet together for the dispatch of business regularly.  However, the Committee should settle on how often meetings are to be held;

b. Questions arising at any meeting of the committee shall be decided by a majority of votes, and in the event of equality of votes, the President shall have a casting vote in addition to a deliberative vote;

c. A member of the committee 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 committee as required by the Act, and shall not vote with respect to that contract or proposed contract. The member of the committee must disclose the nature and extent of his or her interest in the contract at the next annual general meeting of the association.

d. The quorum for a meeting of the Committee shall be one half of the members of the Committee.

 

6.4 DISQUALIFICATION OF COMMITTEE MEMBERS 

The office of a committee member shall become vacant if a committee member is:

a. Disqualified from being a committee member by the Act

b. Expelled as a member under these rules

c. Permanently incapacitated by ill health

d. Absent without apology from more than four meetings in a financial year

e. No longer a duly appointed representative. 

7. USE OF TECHNOLOGY

a. A committee member who is not physically present at a committee meeting may participate in the meeting by the use of technology that allows that committee member and the committee members present at the meeting to clearly and simultaneously communicate with each other.

b. A committee member participating in a committee meeting as permitted under subrule (a) is taken to be present at the meeting and, if the member votes at the meeting, is taken to have voted in person.

c. The Committee may determine that a General Meeting, if not being held as a face to face meeting, may be conducted using technology as follows:

i. Virtual only General Meeting: A virtual-only general meeting is a meeting whereby members are provided with the opportunity to participate in the AGM using technology which allows the member to ask questions, participate and vote electronically in real time as if they were in attendance in person at a physical venue.

ii. Hybrid General Meeting: A hybrid general meeting allows members to opt to attend the meeting either in person or participate in the meeting through using technology, which will allow the member to ask questions, participate and vote electronically in real time as if they were in attendance at a physical venue.

8. GENERAL MEETINGS

8.1 ANNUAL GENERAL MEETINGS

a. The committee shall call an annual general meeting in accordance with the Act and these rules and

b. The order of business at the meeting shall be:

c. 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 accounts and reports of the committee and the auditor’s report (if an auditor’s report is required); 

iii) the election of committee members; 

iv) the appointment of auditors should the Association become a “prescribed association” under the Associations Incorporation Act 1985 

v) any other business requiring consideration by the association in a general meeting.

8.2 SPECIAL GENERAL MEETINGS

a. The committee may call a special general meeting of the association at any time; 

b. Upon a requisition in writing of not less than 5% of the total number of members of the association, the committee shall within one month of the receipt of the requisition, convene a special general meeting for the purpose specified in the requisition; and 

c. Every requisition for a special general meeting shall be signed by the relevant members and shall state the purpose of the meeting.

d. if a special general meeting is not convened within one month, as required by 8.2(b) above, the requisitionists, or at least 50% of their number, may convene a special general meeting. Such a meeting shall be convened in the same manner as nearly as practical as a meeting convened by the committee, and for this purpose the committee shall ensure that the requisitionists are supplied free of charge with particulars of the members entitled to receive a notice of meeting. The reasonable expenses of convening and conducting such a meeting shall be borne by the association.
 

8.3 NOTICE OF GENERAL MEETINGS

a. Subject to 8.3(b), at least 14 days notice of any general meeting shall be given to members. The notice shall set out where and when the meeting will be held, and particulars of the nature and order of the business to be conducted at the meeting; 

b. Notice of a meeting at which a special resolution is to be proposed shall be given at least 21 days prior to the date of the meeting; and

c. A notice may be given by the association to any member by serving the member with the notice personally, sending it by post or digitally to the last known email address appearing in the register of members.


8.4 PROCEEDINGS AT GENERAL MEETINGS

a. Quorum for the transaction of business at a general meeting shall consist of not less than 20% of the members entitled to vote at the time of the meeting, being personally present or by proxy shall constitute a quorum for the transaction of business at any general meeting and

b. The President shall preside as chairperson at a general meeting or members may choose a committee member or one of their own number to be chairperson if the president is not present or declines to take the chair.

c. 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 shall lapse. In the case of a face to face meeting, the meeting shall stand adjourned to the following day, 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 shall form a quorum.  In the case of a virtual or hybrid meeting the meeting shall stand adjourned to the same time seven days later and if at such adjourned meeting a quorum is not present within 15 minutes of the appointed time the meeting of the members present shall form a quorum.

8.5 VOTING AT GENERAL MEETINGS

a. Subject to these rules, every eligible member of the association has only one vote at a meeting of the Association.

b. Subject to these rules, a question for decision at a general meeting must be determined by a majority of members who vote in person or, where proxies are allowed, by proxy, at that meeting. A member shall be entitled to appoint in writing a person who is also a member of the association to be their proxy and attend and vote at any general meeting; and

c. Unless a poll is demanded by at least 5 members, a question for decision at a general meeting must be determined by a show of hands, unless the general meeting held is a virtual or hybrid meeting and voting shall be made electronically.

8.6 POLL AT GENERAL MEETINGS

a. If a poll 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 poll 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.

8.7 SPECIAL AND ORDINARY RESOLUTIONS

a. A special resolution is passed at a duly convened meeting of the members of the association if:

i. At least 21 days written notice specifying the intention to propose the resolution as a special resolution has been given to all members of the association; and 

ii. It is passed at a meeting referred to in this paragraph by a majority of not less than three-quarters of such members of the association, being entitled to do so, vote in person in the case of a face to face meeting, or, where proxies are allowed, by proxy, or in the case of a virtual or hybrid meeting electronically, at that meeting. 

b. An ordinary resolution is a resolution passed by a simple majority at a general meeting.


8.8 PROXIES

A member shall be entitled to appoint in writing a natural person who is also a member of the association to be their proxy, and attend and vote at any general meeting of the association.

9. MINUTES

a. Proper minutes of all proceedings of general meetings and of meetings of the committee shall be entered within one month after the relevant meeting in the ASVP electronic filing system. 

b. The minutes kept pursuant to this rule must be confirmed by the members of the association or committee (as relevant) at a subsequent meeting; and 

c. The minutes kept pursuant to this rule shall 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 shall, until the contrary is proved, be evidence that the meeting was convened and duly held, that all proceedings held at the meeting shall be deemed to have been duly held, and that all appointments made at a meeting shall be deemed to be valid.

 

10. DISPUTE RESOLUTION 

a. The dispute resolution procedure set out in this rule applies to disputes under these rules between 

i. A member and another member 

ii. A member and the association. 

b. The parties to the dispute must meet and discuss the matter in dispute and, if possible, resolve the dispute within 14 days after the dispute comes to the attention of all the parties. 

c. If the parties are unable to resolve the dispute at the meeting, the parties may choose to meet and discuss the dispute before an independent third person agreed to by the parties. 

d. In this rule, ‘member’ includes any person who was a member not more than six months before the dispute occurred. 

Section 40 of the Act provides that where the committee exercises any power of adjudication in relation to a dispute between the members, or a dispute between itself and members of the association, the rules of natural justice must be observed.

Section 61 of the Act provides that an application to the Court for an order under the section may be made by a member of an incorporated association or by a former member expelled from the association (provided that the application is made within six months of the expulsion), who believes that the affairs of the association are being conducted in a manner that is oppressive or unreasonable.

11. FINANCIAL REPORTING

a. The financial year is the period of 12 months commencing on July 1 and ending on June 30 of each year.

b. The association shall 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.

c. The accounts, the committee’s statement and the committee’s report[s], shall be laid before members at the annual general meeting.

d. Should the association become a prescribed association, it shall appoint an auditor and prepare an annual return in compliance with the Act.

12. PROHIBTION AGAINST SECURING PROFITS FOR MEMBERS 

The income and capital of the association shall be applied exclusively to the promotion of its purposes and no portion shall 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.

Section 55 of the Act provides a prohibition against securing profits for members.

13. WINDING UP AND CANCELLATION

a. The Association may be wound up voluntarily by special resolution.

b. In the event of the winding up or the cancellation of the incorporation of the Association, the surplus assets of the Association must not be distributed to any members or former members of the Association.

c. Subject to the Act and any court order made under the Act, the surplus assets must be given to a body that has similar purposes to the Association and which is not carried on for the profit or gain of its individual members.

d. The body to which the surplus assets are to be given must be decided by special resolution.

14. RULES

These rules may be altered (including an alteration to the association’s name) by special resolution of the members of the association. This includes rescission or replacement by substitute rules. The alteration shall be registered with the Office of Consumer and Business Affairs as required by the Act. 

The registered rules shall 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 the provisions thereof.

Subject to any provision in the rules or a resolution to the contrary, an alteration to the rules comes into force at the time that the alteration is passed. This does not apply to an alteration to the name of the association, which does not come into force until registered by Consumer and Business Services, Corporate Services Commission.