Constitution

Table of Contents

Article 1. Name of the organisation

The name of this organisation shall be the Bangladesh Medical Society of South Australia (BAMSSA).

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Article 2. Definitions

  1. “Constitution” means the constitution of the organisation
  2. “Society” means the Bangladesh Medical Society of South Australia (BAMSSA)
  3. “Office Bearers” means members of the Executive Committee.
  4. “Executive Committee” means the committee of management of the Society
  5. “General meeting” means a general meeting of the members of the Society in accordance with the rules laid in the constitution
  6. “Annual General Meeting” means a general meeting of the members of the Society convened once a year in accordance with the rules laid in the constitution.
  7. “Act” refers to South Australian Associations Incorporation Act 1985.
  8. BAMSSA Logo will be as:

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Article 3. List of Abbreviations

BAMSSA: Bangladesh Medical Society of South Australia

EC: Executive Committee

AGM: Annual General Meeting

GS: General Secretary

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Article 4. Aims and Objectives
  1. To bring together and to improve communication among the doctors of Bangladeshi origin currently residing in South Australia.
  2. To promote the science and art of medicine and to represent the issues particular to the medical profession in Australia
  3. The association organized exclusively for academic, scientific, cultural and charitable purposes.
  4. To aid and assist Bangladeshi doctors residing in South Australia in preparation for registration examination in Australia.
  5. To conduct seminars and other educational programs related to newer developments in the field of medicine.
  6. To provide mutual assistance and cooperation between this association and other organisation of similar nature in Australia
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Article 5. Power of the association

Bangladesh Medical Society of South Australia shall have all the powers conferred by section 25 of the South Australian Associations Incorporation Act 1985.

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Article 6. Membership and subscription

Bangladesh Medical Society of South Australia shall be composed of doctors who are Bangladeshi in origin residing in South Australia irrespective wherever he or she is trained from.

 Executive Committee will have the right to change the membership fee prospectively if situation dictates.

1.    Three categories of membership

a.     Life member:

Shall be offered to general members who already paid at least AU$1000 at a time. This shall be one off payment. BAMSSA EC can increase the amount based on circumstances in future. Life members will not need to pay annual membership fee.

b.     General Member:

Can be any doctors whose ethnic origin is Bangladesh with intention to reside in South Australia permanently who pays annual membership fees in time. General membership annual fees will be set by the BAMSSA EC each year. The amount may be based on members’ practicing status. This change is retrospectively effective from the formation of BAMSSA.

c.      Associate Member

  • Medical School students studying in South Australia whose ethnic origin is Bangladesh can join BAMSSA as an associate member. Associate membership fee will be set by the BAMSSA EC each year.
  • Practicing & Non-practicing dentist, pharmacist and other allied health professionals of Bangladeshi origin can join as an associate member and their annual membership fee will be set by the BAMSSA EC each year. The amount may be based on members’ practicing status.

Associate members will not have voting power.

2.    Resignations

A member may resign from membership BAMSSA by giving written notice to the secretary or public officer of the association. Any resigning member shall be liable for any outstanding subscriptions which may be recovered as a debt due to the association.

3.    Expulsion of a Member

This will be an extremely unlikely possibility. However, the affected member will be heard. The decision will be made by the Executive Committee. The affected member will be provided written explanation about the outcome.

4.    Register of member and minimum membership information

A register of members will be kept and contain:

  1. Name and address and e-mail address of each member
  2. The date on which each member admitted into BAMSSA.
  3. If applicable, the date of, and reason for termination of membership.
  4. The member details will be updated as per member’s request.

5.    BAMSSA Website, doctors mail group and social media

  1. President and General Secretary shall be the moderator of all BAMSSA website, group mail and social media by position. More moderators may be nominated by Executive Committee (EC) who may be selected from any EC member or general members who has IT expertise. In special circumstances a non-member may be selected as the moderator.
  2. Moderator, operator or administrator can be changed by the EC at any time in special circumstances.
  3. EC will monitor & update the policies and fair use of these media.

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Article 7. Executive Committee

1.    Power and duties

  1. The affairs of the association shall be managed and controlled by an Executive Committee (EC) which, in addition to any powers and authorities conferred by these rules, may exercise all such powers and do all such things as are within the objects of the association, and are not by the Act or by these rules required to be done by the association in general meeting.
  2. The EC has the management and control of the funds and other property of the association.
  3. The EC shall have authority to interpret the meaning of these rules and any other matter relating to the affairs of the association on which these rules are silent.
  4. The committee shall appoint a public officer as required by the South Australian Associations Incorporation Act 1985.

Notice of appointment and any change in the identity or address of the public officer are to be lodged within one month after the change (Form 10) with Consumer and Business Services (CBS), Chesser House, 91-97 Grenfell Street, Adelaide 5000; postal address: GPO Box 1719, Adelaide 5001.

2.    Appointment

  1. The governing body of the BAMSSA shall be the Executive Committee (EC) which will be composed of 11 elected members. The Executive Committee of the society shall consist of:
  • President
  • Vice President
  • Vice President
  • General Secretary
  • Assistant General Secretary
  • Treasurer
  • Education Secretary
  • Communication and community affairs Secretary
  • Cultural and Sports Secretary
  • EC member
  • EC member
  1. An Executive Committee member shall be a natural person.
  2. The first Executive Committee of the association shall be appointed from the promoters of the association. The first Executive Committee shall hold office until the first annual general meeting after incorporation.

3.    Procedure for election of new Executive Committee

  1. The Executive Committee appoints an Election Commissioner. Any member who is not wishing to be a candidate to be elected in the Executive Committee will be eligible to be the Election Commissioner.
  2. The election commissioner will declare the date, time and venue of the general election at least 2 weeks before the general election. Nominations for positions on the executive committee will be submitted to the Election Commissioner during the general election. If more than one candidature for a single position submitted then the election commissioner will arrange ballot.
  3. To be eligible for voting, a member must be up to date with annual membership fee and must be a member for at least one month prior to election. EC can review the voting eligibility criteria.
  4. The Executive Committee shall fill a vacancy of the vice president, Treasurer, other secretaries and members as soon as it is practical by an election by a simple majority in EC meeting.

4.    Responsibilities and functions of office bearers

President

  1. The President shall chair the Executive Committee meeting.
  2. The president shall serve as the chief liaison between BAMSSA and other organisations.
  3. The President shall be responsible to uphold the unity and integrity of the Society.
  4. The President shall be responsible for the efficient administration and all the activities of the Society.

Vice President

  1. The Vice Presidents shall assist President as required.
  2. In case of resignation or leave of absence by the president, the Vice-president 1 shall act as interim President until next President assumes office. Vice –president 2 will then assume the position of Vice-president 1.

General Secretary

  1. The General Secretary is responsible for keeping minutes and attendance of EC meetings.
  2. With the consent from the President, General Secretary shall call the Executive Committee meeting.
  3. The General Secretary is responsible for keeping of all records and documents of the BAMSSA.
  4. Conduct and attend all correspondences on behalf of the organisation.
  5. Moderate e mail group of BAMSSA and Website.
  6. Keep appropriate records of membership of the Society.

Assistant General Secretary

  1. Assist GS in executive activities.
  2. In the absence of GS, work as Acting GS.

Treasurer

  1. The treasurer shall maintain the account.
  2. The Treasurer shall maintain all financial transactions of the Society, deposit such funds in a bank designated by the Executive Committee.
  3. The Treasurer shall prepare an account statement for the Executive Committee for each EC meeting.
  4. The Treasurer shall prepare both annual budget for presentation to the annual general meeting.

Community affairs and Communication Secretary

  1. The communication Secretary is responsible for regular communication with the general members to keep them up to date about the upcoming missions of the organisation.
  2. Community Affairs and Communication Secretary shall be responsible liaising with the community organisations and in need to arrange support related to health issues of the community.

Cultural and Sports Secretary

  1. The cultural and Sports Secretary shall be responsible to organize any cultural program as per decision of the executive committee.
  2. The Cultural and Sports Secretary shall be responsible for organizing recreational sports activities for the member.

Education Secretary

  1. The Education Secretary shall be responsible for academic sessions for the doctors who are currently in AMC pathway or general practice pathway preparing for registration examination.
  2. The Education Secretary shall be responsible for organizing scientific sessions, seminars and other academic activities for the doctors.
  3. The Education Secretary shall liaise with the appropriate organisations to attract CME/CPD points for the academic activities arranged by the society.

Executive Committee members

  1. Executive Committee members shall be responsible for assisting EC for executing any decision taken by the Executive Committee.

5.    Proceedings of Executive Committee

  1. Executive Committee meetings shall be called at the discretion of the president and in the absence of president Vice President one can call the meeting.
  2. Only the EC members can attend the Executive Committee meetings. 51% of the presence must be ensured to fulfil the quorum and to pass a decision.
  3. There is no set numbers of EC meeting to be called. But at least five meeting should take place to ensure ongoing activities.
  4. There shall be one general meeting (AGM) annually which will be open to all the general members. Quorum of the AGM shall be presence of 51% of members whose membership status is up to date. AGM can be combined with general election to elect the new committee.
  5. In special circumstances EC can call more than one general meetings.
  6. At least 21 days clear notice shall be given prior to organize an annual general meeting or a special general meeting to pass a resolution.
  7. General meeting notice shall be circulated in group mail. Personal e-mail or letter may not be given.
  8. Executive Committee meeting notice shall be given to the personal e-mail address.
  9. EC at its discretion can invite others to attend EC meeting.
  10. EC can form subcommittees on demand. Representatives for the subcommittees may include General members as considered suitable by EC.

6.    Resignation from the position

Any Executive Committee official has got right to resign from the position at any time. In case of resignation member must notify the president in writing about his/her wish.  Resignation letter must be presented in the Executive Committee meeting for approval.  Until resignation has not been approved by the Executive Committee, the position shall not be labelled as empty.

If the President wishes to resign from the position he requires to submit his resignation letter to the Executive Committee for approval.

Resignation from the EC position shall not incur loss of general membership.

7.    Disqualification of committee members

  1. Executive Committee members who are remiss in their duties shall be notified of probation by the committee and also notified of removal from probation by the committee.
  2. Three or more documented absences from required activities shall be considered negligence and thus grounds for probation.
  3. Executive committee members who are on probation shall be subject to immediate recall at the discretion of the remaining members of the committee.
  4. Any member of the executive committee can be recalled by a simple majority of the Executive Committee for negligence or wrongdoing.

8.    Terms of Office

Terms of the office shall be for two years. The new Executive committee shall form in every 2nd annual general meeting.

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Article 8. General meetings

1.    Annual general meetings

  1. The committee shall call an annual general meeting in accordance with the South Australian Associations Incorporation Act 1985 and these rules.
  2. The first annual general meeting shall be held within 18 months after the incorporation of the association, and thereafter within five months after the end of its financial year.
  3. The order of the business at the meeting shall be:
  • the confirmation of the minutes of the previous annual general meeting and of any special general meeting held since that meeting
  • the consideration of the accounts and reports of the committee and the auditor’s report (if auditor’s report is required)
  • the election of committee members
  • the appointment of auditors (see Article 11)
  • any other business requiring consideration by the association in general meeting.

2.    Special general meeting

  1. The committee may call a special general meeting of the association at any time.
  2. Upon a requisition in writing of not less than 25%, 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.
  3. Every requisition for a special general meeting shall be signed by the relevant members and shall state the purpose of the meeting.
  4. If a special general meeting is not convened within one month, as required by 2b 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.

3.    Notice of general meetings

  1. 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 transacted at the meeting.
  2. 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.
  3. A notice may be given by the association to any member by serving the member with the notice personally, or by e-mail, or by sending it by post to the address appearing in the register of members.
  4. Where a notice is sent by post:
  5. the service is effected by properly addressing, prepaying and posting a letter or packet containing the notice, and
  6. unless the contrary is proved, service will be taken to have been effected at the time at which the letter or packet would be delivered in the ordinary course of post.

4.    Proceedings at general meetings

  1. Twenty members present personally or by proxy shall constitute a quorum for the transaction of business at any general meeting.
  2. 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 any other case, the meeting shall stand adjourned to the same day in the next week, at the same time and place and if at such adjourned meeting a quorum is not present within 30 minutes of the time appointed for the meeting the members present shall form a quorum.
  3. The president shall preside as chairperson at a general meeting of the association.
  4. If the president is not present within ten minutes after the time appointed for holding the meeting, or he or she is present but declines to take or retires from the chair, the members may choose a committee member or one of their own number to be the chairperson of that meeting.

5.    Voting at general meetings

  1. Subject to these rules, every member of the association has only one vote at a meeting of the association.
  2. Subject to these rules, a question for decision at a general meeting, other than a special resolution, must be determined by a majority of members who vote in person or, where proxies are allowed, by proxy, at that meeting.
  3. Unless a poll is demanded by at least five members, a question for decision at a general meeting must be determined by a show of hands.
  4. A member being a body corporate shall be entitled to appoint one person, who shall not be a member of the association, to represent it at a particular general meeting or at all general meetings of the association. That person shall be appointed by the corporate member by a resolution of its board, which may be authenticated under its seal. Such a person shall be deemed to be a member of the association for all purposes until the authority to represent the corporate member is revoked.

6.    Poll at general meetings

  1. 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.
  2. 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.

7.    Special and ordinary resolutions

  1. A special resolution can be adopted as defined in the Section 3 of the South Australian Associations Incorporation Act 1985.
  2. An ordinary resolution is a resolution passed by a simple majority at a general meeting.

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.

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Article 9. Minutes

  1. Proper minutes of all proceedings of general meetings of the association and of meetings of the committee, shall be entered within one month after the relevant meeting in minute books kept for the purpose.
  2. The minutes kept pursuant to this rule must be confirmed by the members of the association or the members of the committee (as relevant) at a subsequent meeting.
  3. 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.

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.

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Article 10. Dispute resolution

This rule provides for a procedure to settle disputes. It is not a requirement of the South Australian Associations Incorporation Act 1985. BAMSSA should determine the relevance of the rule to the operations of the association. This should include what type of disputes to which the rule applies:

1. The dispute resolution procedure set out in this rule applies to disputes under these Rules between-
a. a member and another member
b. a member and the association

2. 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 of the parties.

3. 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.

Section 40 & Section 61 of the South Australian Associations Incorporation Act 1985 can be explored in difficult circumstances.

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Article 11. Financial reporting

1. Financial year
The first financial year of the association shall be the period ending on the next 30 June following incorporation, and thereafter a period of 12 months commencing on 1 July and ending on 30 June of each year.

2. If BAMSSA becomes a prescribed association

a. Accounts to be kept
BAMSSA will keep and retain accounting records to correctly explain the financial transactions and financial position.

b. Appointment of auditor
i) BAMSSA shall at every Annual General Meeting confirm to the members that an auditor has been appointed for the following year.
ii) If an appointment is not made at an annual general meeting, the EC will appoint an auditor for the current financial year.
iii) No member of BAMSSA shall be capable of acting as the auditor.

c. Accounts and reports to be laid before members

The accounts, together with the auditor’s report on the accounts and any other reports will be laid before members at the annual general meeting.

3. BAMSSA Bank account

A BAMSSA bank account will be created. BAMSSA President and/or General Secretary and/or Treasurer will operate this account. As joint operation can be complex now-a- days in the electronic banking environment, any of these office bearer can operate the account independently.

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Article 12. Prohibition against securing profits for members

Bangladesh Medical Society of South Australia is a completely non-profit organisation.

The income and capital of BAMSSA will be applied exclusively to the promotion of its objects and no portion will be paid or distributed directly or indirectly to members or their associates except as bona fide remuneration of a member for services rendered or expenses incurred on behalf of BAMSSA.

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Article 13. How BAMSSA can be dissolved

The Bangladesh Medical Society of South Australia (BAMSSA) may be wound up in the manner provided for in the South Australian Associations Incorporation Act 1985.

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Article 14. Constitution Amendment

Amendments to this constitution may be provided that they shall be presented in the meeting of the Executive Committee for initial approval. Final approval requires at least fifty one percent vote in the general meeting. This includes recision or replacement by substitute rules.

The alteration shall be registered with CBS, Corporate Affairs Commission, as required by the South Australian Associations Incorporation Act 1985.

The registered rules shall bind BAMSSA and every member to the same extent as if they have respectively signed and sealed them, and agreed to be bound by all of the provisions thereof.

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