2. DEFINITIONS

In these rules, unless the contrary intention appears -

"The Act" shall mean the Associations Incorporation Act 1987.

"Member" shall mean any member of the Society.

"Financial Year" means the year ending December 31.

"Rules" shall mean these rules and all supplementary amendments or substituted rules for the time being in force.

"Voting Rights" shall mean the right to vote and to be heard at any General Meeting of the Society.

"Council" means the Committee of Management of the Society referred to in paragraphs (a) (b) (c) (d) (e) (f) (g) (h) of Rule 7.

"The Chairperson" means --

in relation to the proceedings at a Society meeting or general meeting, the person presiding at the meeting as referred to in Rule 7(b) as the Federal President.  

"By-laws" shall mean the By-laws made from time to time in accordance with Rule 12.

"The Federal Secretary" means the Federal Secretary referred to in Rule 7 (c) (e) (f).  

"The Federal Treasurer" means the Federal Treasurer referred to in Rule 7 (e).

"The Federal President" means the Federal President (Chairperson) referred to in Rule 7 (b) (c) (d) (f).

"The Vice President" means the Vice President referred to in Rule 7 (d).

3. JURISDICTION

(a)  The Society shall operate within the Commonwealth of Australia and any neighbouring countries in which Branches have been established. The Council shall have the power to establish Branches of the Association and / or form other affiliated organisations in New Zealand and other neighbouring countries.

(b)  The administrative headquarters of the Society shall be the Capital City of the Commonwealth or of the State or Territory where the Federal Secretary resides.

4. RELATIONSHIP WITH INTERNATIONAL SOCIETY FOR TRENCHLESS
    TECHNOLOGY.

The Society will become an Affiliated National Society of the International Society for Trenchless Technology. The Society shall actively support the International Society for Trenchless Technology (I.S.T.T.)

Members of the Society will automatically become members of I.S.T.T. and receive copies of I.S.T.T approved International Publications. 

5. OBJECTIVES

The Society is to be formed to promote trenchless technology. It may not be used as a trade association working in the commercial interests of its members.

The objectives of the Society are as follows:

(a) "To advance the science and practice of trenchless technology for the public benefit." 
(Trenchless technology meaning technology for the servicing, renovation and replacement of existing, and the construction of new, public utilities and other services underground without the digging of trenches, including the development of all kinds of underground mapping techniques, tunnelling devices and specialist machinery, materials and equipment). 

(b) "To provide a forum in Australasia for interchange of multi disciplinary knowledge and skills in the field of trenchless technology."

(c) "To arrange or sponsor meetings, conferences and symposia on subjects consistent with the objectives of the Society."

(d) "To encourage the interchange of specialists in trenchless technology within Australia, New Zealand and overseas." 

(e) "To liaise and establish affiliations with related organisations within Australia, New Zealand and overseas."

(f) "To inform and advise the public and Government on matters concerned with trenchless technology."

(g) "To encourage education, training and research."

(h) The property and income of the Society shall be applied solely towards the promotion of the objectives and no part of that property or income may be paid or otherwise distributed directly or indirectly to members of the Society, except in good faith in the promotion of those objectives or purposes. 

6. MEMBERSHIP

The aim of the Society is to promote trenchless technology, and membership is to be open to manufacturers, utilities, consultants, contractors, academic institutions and individuals who support this aim.

Members of the Society shall be such persons or organisations who have joined the Society to support the Objectives of the Society. The Society has membership for the following categories -- 

     (A)   ORDINARY MEMBERSHIP        (B)   CORPORATE MEMBERSHIP  

(A) Ordinary Members will generally be

            • individuals

            • small firms or organisations

Applications for Ordinary membership shall be made on the approved membership application form and submitted to the Federal Secretary.

(B)       Corporate Members may be

            • firms

            • government agencies, utilities, local authorities

            • consulting firms, contractors

            • manufacturers and suppliers

 Applications for Corporate membership shall be made on the approved membership application form and submitted to the Federal Secretary. 

(a) Corporate Membership entitles the member to nominate up to five (5) persons from within the one (1) organisation for associate membership.  

Applications for membership will be considered by the Society's Council. After due examination the Federal Secretary will notify the applicant of the decision.

The Federal Secretary shall on behalf of the Society keep and maintain a Register of Members in accordance with Section 27 of the Act. The Register will set forth in full the names, addresses and membership category and financial status of all members of the Society. 

7. COUNCIL

(a) The affairs of the Society shall be managed by a Council which shall be the governing body of the Society.

(b) Council shall consist of not more than one representative Member (designated Councillors) from each State and or Country with a Branch established as per 3 (a) plus the Federal President and Past President. Councillors shall be elected for a term of one year and shall be eligable for re - election for further terms on an annual basis. 

Councillors may appoint a proxy for any meeting of Council. The Chairperson of the Council Meeting shall have the right to one vote as a Member of Council and a casting vote as Chairperson. 

(c) A member is not eligible for election to Council unless another member has nominated him or her for election by delivering notice in writing of that nomination signed by - 

   (i) the nominator; and 

  (ii) the nominee to signify his or her willingness to stand for election, 

to the Federal Secretary not less than 28 days before the day on which the annual general meeting concerned is to be held. 

The Federal Secretary will then arrange postal elections for each State and or Country, where appropriate.
If no nominations for election for a particular State and or Country are received by the Federal Secretary and the incumbent Councillor has advised in writing to the Federal Secretary his or her willingness to remain on Council for a further term, the incumbent Councillor shall be deemed elected unopposed. 

If no nominations for election for a particular State and or Country are received by the Federal Sectretary and the incumbent Councillor is unwilling to remain on Council, that Councillor shall nominate a replacement Councillor from the relevant State and or Country to serve on the Council. 

 A State and or Country whose Councillor is elected Federal President under Rule 7(d) shall forward to the Federal Secretary as soon as practicable the name of the replacement Councillor from that State and or Country. 

(d) The Federal President and Vice-President shall be elected annually by Members of Council from among their own number. 

(e) Council shall appoint a Federal Secretary and a Federal Treasurer who will not have the power of voting by virtue of their office.  The positions of Federal Secretary and Federal Treasurer may be held by the one person.   

(f) If the number of persons nominated for election to membership of the Council does not exceed the number of Vacancies in that membership to be filled -- 

     (i) the Federal Secretary shall report accordingly to; and 

    (ii) the Chairperson shall declare those persons to be duly elected as members of Council at the annual general meeting concerned. 

(g)  When a casual vacancy occurs in the membership of Council -- 

     (i) the Council may appoint a member to fill that vacancy; and 

     (ii) a member appointed under this subrule shall --

         •  hold office until the commencement of; and 

         •  be eligible for election to membership of Council at the next following annual 
            general meeting.

(h) Council shall appoint a representative to the Board of I.S.T.T. 

8. SUBSCRIPTIONS

(a) Upon acceptance as a member to the Society, a member must pay the appropriate fee as required to be paid as a condition of election to membership. 

(b)  The subscriptions payable by the various grades of members shall be as approved by the Council annually.

(c)  The financial year shall commence on the first day of January in each year and all annual subscriptions shall become due and payable on January 1st. 

(d) If the member is in arrears for more than ninety (90) days, then the member will become unfinancial. 

(e)  The collection of the subscriptions due in respect of members of the Society shall be carried out by the Federal Treasurer as determined by Council. 

(f)  Any amount contributed by any members of the Society in excess of the sum due as subscriptions shall be applied for the purpose of the Association in a manner to be determined by the Council. 

9. EXPULSION OF MEMBERS 

(a) If the Council considers that a member should be expelled from membership of the Society because of his or her conduct detrimental to the interests of the Society, the Council shall communicate in writing, to the member -- 

    (i) notice of the proposed expulsion and of the time, date and place of the Council 
        meeting at which the question of that expulsion will be decided; and 

   (ii) particulars of that conduct,

not less than 30 days before the date of the Council meeting referred to in paragraph (i).

(b)  At the Council meeting referred to in a notice communicated under subrule (a), the Council may, having afforded the member concerned a reasonable opportunity to be heard by, or to make representations in writing to, the Council, expel or decline to expel that member from membership of the Society and shall, forthwith after deciding whether or not so to expel that member, communicate that decision in writing to that member. 

(c) Subject to subrule (e), a member who is expelled under subrule (b) from membership of the Society ceases to be a member 14 days after the day on which the decision so to expel him or her is communicated to him or her under subrule (b).

(d)  A member who is expelled under subrule (b) from membership of the Society shall, if he or she wishes to appeal against that expulsion, give notice to the Federal Secretary of his or her intention to do so within a period of 14 days referred to in subrule (c).

(e)  When notice is given under subrule (d) -- 

     (i) the Society in a general meeting may, after having afforded the member who gave
         that notice a reasonable opportunity to be heard by, or to make representations in 
         writing to, the Society in the general meeting, confirm or set aside the decision of the
        Council to expel that member; and 

     (ii) the member who gave that notice does not cease to be a member unless and until 
          the decision of the Council to expel him or her is confirmed under this subrule. 

10. ALTERATION OF RULES 

(a)  Amendments to these Rules may be proposed by the Council on receipt of a recommendation from a Rules and By-Laws Committee, by a majority of the Council, or by a written Petition submitted to the Federal Secretary and signed by at least 10% of the financial members of the Society. 

(b) Amendments to the Rules may be made by a (three quarters) affirmative vote of the total membership of the Council by those present or represented by proxy at a Council Meeting. 

(c) The next General Meeting may veto a change in the Rules previously approved by Council provided that all members are notified thirty days in advance of such meeting of the case for and against the amendment.  The Federal Secretary shall be required to present the appropriate documents to all members upon the request of not less than two State representatives or one hundred financial members. 

11. MEETINGS 

(a) The Annual General Meeting will be held once a year at such a time and location as determined by the Council.  The annual General Meeting will generally be run concurrently with seminars, displays, site visits on matters relating to Trenchless Technology. 

 All other general meetings shall be known as Special General meetings. 

(b)  The Council may at any time convene a Special General meeting. 

12. BY-LAWS 

(a) Council shall have power to make such By-laws for the regulation, government and advantage of the Society, its members and property and to further its objectives and purposes.  Council may revoke, alter or amend any By-laws made under these Rules.

(b) Such an alteration, amendment or addition to the By-laws shall be a resolution of Council passed by an affirmative vote of not less than two-thirds of Councillors present and voting in person or by proxy.  All Councillors shall be given twenty-one days' notice of any such proposal. 

13. FINANCIAL MANAGEMENT 

(a) Council shall ensure that proper financial records of the Society's affairs are kept and that audited annual statements made up from such records are presented to the Meetings of Council for adoption or otherwise. 

(b) The Annual Meeting of Council shall appoint one or more auditors of the Society who shall hold office until the next Annual Meeting.

It shall be the function of the auditor to certify the annual financial statement of the Society and to produce such reports and offer such advice to Council in relation to the financial affairs of the Society as the Council shall require. 

(c) Council shall each year distribute to all Councillors and members a financial statement and annual report. 

(d) Banking Arrangements 

     (i) The Society's Bankers shall only open, close or vary signatures to the bank accounts
          in the Society's name under written authority of the Federal President and Federal 
          Secretary as decided by the Council. 

    (ii) All cheques or withdrawal forms on the bank accounts of the Society shall be signed 
         by any two of the Federal President, Federal Treasurer, and the Federal Secretary or
         any other person nominated by the Society from time to time. 

    (iii) All transactions passing through each and every bank or similar account shall be 
          included in the annual statement of accounts presented to the Annual General
          Meeting.  Transactions may however be recorded in subsidiary books and ledgers
          prior to being brought to accounts in the main books of account of the Society. 

(e)  Auditing Arrangements 

    (i) The auditor shall, if required by law, be a registered company auditor at the same time
         of his nomination and appointment. 

    (ii) The auditor shall not be a member of the Council but may be a member of the 
         Society. 

    (iii) The auditor shall audit the accounts of the Society and shall have full access to all of
          the books papers accounts and documents relating to the affairs of the Society for
          the purposes of the conduct of the audit. 

   (iv) The remuneration of the auditor shall be determined by the Council. 

    (v) The Council shall have the power to fill any vacancy in the office of auditor resulting
         from the death resignation or loss of qualification of the Auditor. 

14. WINDING UP 

(a) If, on the winding up of the Society, any property of the Society remains after satisfaction of the debts and liabilities of the Society and the costs, charges and expenses of that winding up, that property shall be distributed: 

     (i) to another incorporated association having objects similar to those of the Society; or

     (ii) for charitable or benevolent purposes. 

(b) The institution of benefit shall be decided by a General Meeting of the members of the Society at or before the time of dissolution and in default thereof by such Judge of the relevant State, Territory and or Country as may have or acquire jurisdiction in the matter. 

15. COMMON SEAL 

(a) The Society shall have a common seal on which its logo shall appear. 

(b)  The seal of the Society shall be under the control of the Council and shall be affixed to a
 document only with the approval of the Council. 

(c) The Common Seal of the Society shall be kept in the custody of the Federal Secretary.

(d) The Common Seal shall not be affixed to any instrument except by the Authority of the Council and the affixing of the Common Seal shall be attested by the signatures either of two members of the Council or of one member of the Council and the Federal Secretary of the Society.

(e) The Federal Secretary shall keep a record of all documents to which the Seal shall be affixed.  

16. Constitution Amendments   

Rule 7 (e) amended and updated on 17 April 2001

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