Constitution Australian Council of Deans of Science Incorporated

1 – PRELIMINARY

1.1 Name

The name of the association is the “Australian Council of Deans of Science Incorporated”.

The initialised forms ACDS and ACDS Inc., may be used for the association as appropriate.

1.2 Purposes and Goals

The purpose of the Council shall be to

identify and promote excellence in scientific research and education in Australian universities.
support university capability to deliver quality in scientific research, education and the interaction of science with industry and the community.
serve as a voice for Australia’s science faculties and schools on matters of policy and quality.

The goals of the Council shall be to

Be a national forum for developing and sharing ideas of best practice in research, education and industry/community interaction, in Australia’s science faculties, colleges and schools.
Develop and promote academic organisational leadership in Australia’s science faculties, colleges and schools.
Promote and support the role of university science in Australia’s economic growth by training high-quality personnel in research, innovation and education, and facilitating their interaction with industry and the community.
Promote and support university science education that caters for a wide range of roles and occupations in the economy and the community.
Support science education that builds the capacity of citizens that engage with the big issues of our time such as climate change, food security, environment, health and disease and technology evolution.
Advocate for, and support member universities in advancing and promoting equity, diversity and inclusion for staff and students.
Be an advisory body for the government on policy matters concerning university science in relation to research, education, innovation and technological change.

1.3 Definitions

In these Rules—

Council means the Australian Council of Deans of Science Inc

Chairperson, of a general meeting or committee meeting, means the person chairing the meeting

Deans of Science for the purposes of the activities of the Council shall include such person as each member university determines as their voting member. The university nominee (referred to in this constitution as Dean of Science) will hold a senior position of responsibility for science for example, the Dean of a Faculty or College or School of Science, Pro-vice chancellor of Science or equivalent.

Executive Committee means the Committee having management of the business of the Council.

Faculties, colleges and schools means the academic organizational units within a University.

Financial Year for the purposes of annual reporting in accordance with the requirements of the Act means the 12 month period ending on December 31.

General Meeting means a general meeting of the members of the Council convened in accordance with Part 4 and includes an annual general meeting or a special general meeting.

Member means a financial university member of the Council, represented by its nominee.

Nominee means the Dean of Science nominated by each member university as their voting member to represent their university

Science includes, but is not necessarily limited to, the broad areas of:

Agricultural and food sciences,
Biological and life sciences,
Biomedical and behavioural sciences,
Earth and environmental sciences,
Mathematical and computational sciences, and
Physical and chemical sciences.

Special Resolution means a resolution that seeks to amend this Constitution, wind up the Council, vest the surplus funds or assets in the event of the Council being wound up, or any other matter required by the Act.

The Act means the Associations Incorporation Reform Act 2012 (Victoria) and includes any regulations made under that Act.

The Registrar means the Registrar of Incorporated Associations.

2 – THE ASSOCIATION

2.1 Powers

Subject to the Act, the Council has power to do all things incidental or conducive to achieve its purposes.

The Council may—

acquire, hold and dispose of real or personal property;
open and operate accounts with financial institutions;
invest its money in any security in which trust monies may lawfully be invested;
raise money on any terms and in any manner as it thinks fit;
appoint agents to transact business on its behalf;
enter into any other contract it considers necessary or desirable.

The Council may only exercise its powers and use its income and assets (including any surplus) for its purposes.

2.2 Not-For-Profit Organisation

The Council must not distribute any surplus, income or assets directly or indirectly to its members.

The above rule does not prevent the Council from paying a member reimbursement for expenses properly incurred by the member or for goods or services provided by the member if this is done in good faith on terms no more favourable than if the member was not a member.

3 – MEMBERS

3.1 Membership

Australian universities who undertake education and research in Science may apply to the Executive Committee to become a member of the Council.

Each member university shall be represented by a nominated Dean of Science (the nominee).

The Council must have at least 5 member universities.

3.2 New Membership

Applications for membership must be submitted in writing for consideration and approval at a meeting of the Executive Committee.

A university that is approved for membership of the Council must pay the fees for the current membership year to be entitled to exercise their right to vote and all other membership entitlements as described in this Constitution.

3.3 Annual Subscription

Annual membership of the Council runs from 1 January to 31 December each year.

At each annual general meeting, the Council must determine the amount of the annual subscription (if any) for the following calendar year.

The Executive Committee may determine that any new member who joins after the start of a membership year must, for that financial year, pay a fee equal to—

(a) the full annual subscription; or

(b) a pro rata annual subscription based on the remaining part of the financial year; or

3.4 General Rights of Members

Each member university has one nominee (the Dean of Science) as its voting delegate, provided that the university is a current financial member of the Council. Voting at General Meetings shall be restricted to voting members.

The nominee of a member university of the Council has the right to—

receive notice of general meetings and of proposed special resolutions in the manner and time prescribed by these Rules; and
submit items of business for consideration at a general meeting; and
attend, be heard and vote at general meetings; and
have access to the minutes of general meetings and other documents of the Council; and
inspect the register of members.

3.5 Ceasing Membership

A member university may resign by notice in writing given to the Secretary.

A university’s membership will cease if that university no longer undertakes research and education in Science.

Membership will lapse and rights will be suspended if a member university fails to pay their annual membership fee by 30 March or nominate a new representative Dean of Science when a previous incumbent is no longer eligible to serve in this capacity.

A university’s membership will cease when fees are unpaid by 30 June or if a new nominee is not advised within 6 months of a vacancy arising.

3.6 Register of Members

The Secretary must ensure that the Council keeps and maintains a register of members that includes the name of the university and the nominated voting Dean of Science for that institution.

Any member may, at a reasonable time and free of charge, inspect the register of members.

4 – DISCIPLINARY AND GRIEVANCE PROCEDURES

4.1 Grounds for Taking Disciplinary Action

There shall be no grounds on which the Council can discipline members.

4.2 Grievance Procedure

The grievance procedure set out in this Clause provides a framework for handling disputes under these Rules including between—

a member and another member;
a member and the Executive Committee; or
a member and the Council.

The parties to a dispute must attempt to resolve the dispute between themselves within 14 days of the dispute coming to the attention of each party.

If the parties to a dispute are unable to resolve the dispute between themselves within this time, the parties must within 10 days—

notify the Executive Committee of the dispute; and
agree to or request the appointment of a mediator; and
attempt in good faith to settle the dispute by mediation.

The mediator must be a person chosen by agreement between the parties; or in the absence of agreement—

if the dispute is between a member and another member, a person appointed by the Executive Committee; or
if the dispute is between a member and the Committee of the Council – a person appointed or employed by the Dispute Settlement Centre of Victoria.

A mediator appointed by the Committee may be a member or former member of the Council but in any case must not be a person who has a personal interest in the dispute; or is biased in favour of or against any party.

The mediator to the dispute, in conducting the mediation, must—

give each party every opportunity to be heard; and
allow due consideration by all parties of any written statement submitted by any party; and
ensure that natural justice is accorded to the parties throughout the mediation process.

The mediator must not determine the dispute.

If the mediation process does not resolve the dispute, the parties may seek to resolve the dispute in accordance with the Act or otherwise at law.

5 – MEETINGS

General meetings (AGM and Special Meetings) may be held in person or online.

5.1 Annual General Meetings

The Executive Committee must convene an annual general meeting of all members of the Council to be held within 5 months after the end of each financial year.

The Executive Committee will determine the date, time and place of the annual general meeting.

The ordinary business of the annual general meeting is to—

confirm the minutes of the previous annual general meeting and of any special general meeting held since then;
receive and consider
- the annual report of the Executive Committee on the activities of the Council during the preceding financial year; and
- the financial statements of the Council for the preceding financial year submitted by the Executive Committee in accordance with Part 7 of the Act;
elect the members of the Executive Committee to serve for the prescribed term of a calendar year;
confirm or vary the amounts (if any) of the annual subscription;
seek input about priority initiatives and policy issues that the Council should pursue for the following year; and
conduct any other business of which appropriate notice has been given

5.2 Special General Meetings

The Executive Committee may convene a special general meeting whenever it sees fit.

The Executive Committee must also convene a special general meeting if a request to do so is made in writing by at least 25% of the total number of members. The request must include details of the matter to be discussed and any special resolutions proposed for consideration.

The special general meeting must be held within 3 months after the date on which the original request was made and may only consider the business stated in that request.

5.3 Notice of General Meetings (AGM and Special Meetings)

The Secretary must give to each member of the Council at least 21 days’ notice of any annual general or special general meeting.

The notice must specify the date, time and place of the meeting; and indicate the general nature of each item of business to be considered at the meeting; and state in full any special resolutions to be proposed.

5.4 Proxies

A member university’s nominee may nominate a proxy to vote and speak on his or her behalf at a general meeting (AGM or Special Meeting).

The nomination of a proxy must be in writing to the Secretary at least 5 working days prior to the meeting and signed by the nominee for consideration by the Secretary.

5.5 Quorum at General Meetings

No ordinary business as described in Section 5.1 or other business which requires a vote may be conducted at a general meeting unless a quorum of one half plus one members entitled to vote is present.

If a quorum is not present within 30 minutes after the notified commencement time of a general meeting the meeting must be adjourned to a date not more than 21 days after the adjournment

If at a rescheduled general meeting a quorum is not present within 30 minutes after the time to which the meeting has been adjourned the members present at the meeting (if not fewer than 25% of members) may proceed with the business of the meeting as if a quorum were present.

5.6 Voting at General Meetings

On any question arising at a general meeting, each member university who is entitled to vote has one vote and, except in the case of a special resolution, the question must be decided on a majority of votes.

A special resolution is passed if not less than 75% of the members voting at a general meeting vote in favour of the resolution.

The President (or in their absence, the Immediate Past President) will chair this meeting and shall have both a deliberative vote and a casting vote at all meetings of the Council and the Executive. In general, it is expected that the Chairperson, when exercising the right of placing a casting vote, shall vote in favour of the status quo. When this is not so, the Chairperson shall explain to the meeting the reasons for the action taken.

5.7 Minutes of General Meetings

The Committee must ensure that minutes are taken and kept for each general meeting.

The minutes must record the names of those present, financial statements and any other business considered at the meeting and any resolution on which a vote is taken and the result of the vote.

6 – EXECUTIVE COMMITTEE

6.1 Role and Powers

The Executive Committee oversees the responsible conduct of the affairs of the Council including its interactions with members and others who, by invitation, engage with the Council.

To fulfil the purposes of the Council, the Executive Committee shall also organise the Annual Conference of the Council, determine the main lines of policy and activities of the Council and coordinate other services such as communications with members, occasional seminars and symposia.

The Executive Committee may exercise all the powers of the Council except those powers that these Rules or the Act require to be exercised by general meetings of the members of the Council.

The Executive Committee is collectively responsible for ensuring that the Council complies with the Act and that individual members of the Executive Committee comply with these Rules.

6.2 Delegation

The Executive Committee may delegate to a member of the Committee, a subcommittee or any contractor (including an Executive Director), any of its powers and functions other than this power of delegation or a duty imposed on the Committee by the Act or any other law.

The delegation must be in writing and may be subject to the conditions and limitations the Committee considers appropriate.

6.3 Composition of Executive Committee

There may be up to 9 members of the Executive Committee.

The elected members of the Executive Committee include—

a President;
a Secretary/Treasurer; and
five other elected nominees of member institutions of the Council

The Immediate Past President will normally be invited to remain on the Executive Committee until the election of the next President, regardless of whether they are currently the nominee from their member institution.

One additional member nominee may also be co-opted by the Executive from among the current membership of the Council if the Executive so desires.

6.4 President

The President shall provide strategic leadership for the Council in accordance with the constitution.

The President or, in the President’s absence, the Immediate Past President is the Chairperson for any general meeting and for any Executive Committee meeting.

If necessary the Chairperson has the power to excercise both a deliberative vote and a casting vote at General and Executive Committee meetings of the Council (refer clause 5.6).

6.5 Secretary/Treasurer

The Secretary/Treasurer is responsible for the execution of any duty or function required under the Act to be performed by the Secretary or Treasurer of an incorporated association.

The Secretary/Treasurer must ensure that the Council —

maintains the register of members; and
keeps custody of all books, documents and securities of the Council
subject to the Act and these Rules, provides members with access to the register of members, the minutes of general meetings and other books and documents;
keeps the financial records of the Council in accordance with the Act;
coordinates the preparation of the financial statements of the Council and their certification by the Committee prior to their submission to the annual general meeting of the Council.

The Secretary/Treasurer must ensure that at least one other committee member has access to the accounts and financial records of the Council.

6.6 Executive Committee Members (office bearers and general members) – Term of office and Election

Any member university nominee is eligible to be elected or appointed as an Executive Committee member. Incumbent office bearers of the Council are eligible for renomination and election.

6.6.1 Term of office

To ensure continuity of business knowledge and leadership all those elected to the Executive Committee will be elected to serve for two year terms unless Council determines otherwise, or they become ineligible.

The Immediate Past President may be invited to remain on the Executive Committee until the election of the next President.

Members of the Executive Committee shall hold office for the period of time between Annual General Meetings of the Council.

The term of any additional nominee member co-opted shall be at the discretion of the Executive Committee.

The President and 2 committee members will be elected one year and in the event that there is a change in President the new Immediate Past President will join the Executive Committee. The Secretary/Treasurer and remaining 3 committee members will be elected the following year.

6.6.2 Election

Elections shall take place at an Annual General Meeting.

Nominations for Executive Committee members shall be called at least 4 weeks prior to the commencement of the AGM. Nominations received shall be declared at least 14 days prior to the Annual General Meeting.

In the event that insufficient nomnations are received by the close of nominations to fill all existing vacancies, the Chairperson may call for additional nominees from the floor at the Annual General Meeting.

The quorum for conducting elections at the Annual General Meeting shall be of one half plus one of the member universities of the Council.

The election of the Executive Committee will be conducted by secret ballot.

6.7 Vacation Of Office

An elected Executive Committee member ceases to be a committee member if they are no longer a nominee of a member university of the Council and/or fails to attend 3 consecutive committee meetings (other than special or urgent committee meetings) without leave of absence.

6.8 Filling Casual Vacancies

If the office of President or Secretary/Treasurer becomes vacant, the Executive Committee shall elect from its Executive Committee members a person to fill the vacancy until the next Annual Conference.

If the position of Secretary becomes vacant, the Executive Committee must appoint a member to the position within 14 days after the vacancy arises.

The Executive Committee may also appoint an eligible member of the Council to fill a position on the Executive Committee that has become vacant or was not filled by election at the last annual general meeting until the next Annual General Meeting.

The Committee may continue to act despite any vacancy in its membership.

6.9 Meetings of Executive Committee

The Executive Committee must meet at least 4 times in each year and these meetings may be held in person or online.

A schedule of ordinary meetings of the Executive shall be issued no later than one month after the Annual General Meeting.

The quorum for conducting business at meetings of the Executive Committee shall be one half plus one of the current members.

Executive Committee members shall have the right to one deliberative vote on each issue/election being decided at an Executive Committee. In the event of a tied vote, the Chairperson shall have an additional casting vote on that matter.

Resolutions of the Executive Committee may be passed by circulation if written notice of the resolution is provided by the President to all members of the Executive and all Committee respond (in writing) by a pre-determined and advised deadline. In this event, the decision will be advised to all Executive Committee members, effective immediately and appear in the agenda for recording at the next meeting.

If there is any dissent for a proposed decision being handled by circulation that cannot be resolved by the President then the matter should be presented to the next Executive Committee for discussion and resolution.

No more than four matters may be determined by circulation in any calendar year.

An Executive Committee member who has a material personal or conflict of interest in a matter being considered at a committee meeting must disclose the nature and extent of that interest to the Committee, not be present while the matter is being considered at the meeting; and not vote on the matter. This rule does not apply to a conflict of interest that the member has in common with all, or a substantial proportion of, the members of the Council.

The Committee must ensure that minutes are taken and kept of each committee meeting.

7 – FINANCIAL MATTERS

7.1 Income and Expenses

The funds of the Council may be derived from annual subscriptions, event registrations, donations, fund-raising activities, grants, interest and any other sources approved by the Executive Committee.

An indicative budget and schedule of financial activity will be developed annually, presented to the Executive Committee for approval and reported to the Annual General Meeting.

Each member university shall bear the cost of attendance of its nominated representative at Annual General meetings.

Secretarial and administrative costs required to support the operations of the Council and the meetings of the Executive Committee shall be met by the Council.

7.2 Management of Funds

The Council must maintain an account with a financial institution from which all expenditure is made and into which all of the Council’s revenue is deposited.

Subject to any restrictions imposed by a general meeting of the Council, the Executive Committee may approve expenditure on behalf of the Council.

The Executive Committee may authorise the Treasurer, or an appropriate delegate, to expend funds on behalf of the Council up to a specified limit without requiring approval for each item on which the funds are expended.

All payments that exceed the specified maximum financial limit delegated to the Treasurer for authorisation (as outlined above) must be approved by the Executive Committee and authorisation signed by the President (or their delegate) and one other Executive Committee member.

All funds of the Council must be deposited into the financial account of the Council no later than 5 working days after receipt.

7.3 Financial Records and Statements

The Council must keep financial records that correctly record and explain its transactions, financial position and performance.

For each financial year, the Executive Committee must ensure that the requirements under the Act relating to the financial statements of the Council are met. Those requirements include the –

maintenance of financial records:
preparation of the financial statements and, if required, the review or auditing of these statements;
certification of the financial statements by the Executive Committee;
submission of the financial statements to the annual general meeting of the Council; and
lodgement with the Registrar of the financial statements and accompanying reports, certificates, statements and fee.

8 – GENERAL MATTERS

8.2 Affiliations

The Council may affiliate with such other bodies (local, State, national or international) as may be desirable in order to further its purposes.

8.3 Custody and Inspection of Books and Records

Members may on request inspect free of charge—

the register of members;
the minutes of general meetings;
the financial records, books, securities and any other relevant document of the Council.

The Committee may refuse to permit a member to inspect records of the Council that relate to confidential, personal, employment, commercial or legal matters or where to do so may be prejudicial to the interests of the Council.

8.4 Winding Up and Cancellation

In the event of changed circumstances in which continuation of the Council is no longer of interest or benefit to members, a two-thirds majority of votes of the Executive Committee may recommend to member universities disbandment of the Council.

The recommendation to wind up shall be communicated to all member universities and after the lapse of at least one month shall be considered at a Special General Meeting of member universities of the Council.

The quorum for conducting business at this Special General Meeting shall be one half plus one of the member universities and the resolution to windup must be passed by 75% of those members present.

If disbandment is endorsed at the Special General Meeting the distribution of monies and other assets shall be determined concurrently. The assets of the Council must be given to a body that has similar purposes to the Council and is not carried on for the profit or gain of its individual members.

Assets must not be distributed to any members or former members of the Council.

8.5 Alteration of Rules

These Rules may only be altered by special resolution of a general meeting of the Council.

[Approved at Special General Meeting August 2023.]