Constitution and By-Laws of the Australian

Geoscience Council Inc. (Last amended 30 October 2000)

AGC Constitution

Article 1 - Name

This Council shall be called the "Australian Geoscience Council Inc.", and shall be subtitled, for purposes of clarification, "The Council of Earth Science Societies in Australia".

Article 2 - Purpose

The purpose of the Council is to foster close relations between geoscience learned societies and professional associations in Australia and to take concerted action for promoting the sciences related to the earth and the use thereof, in the best interests of both the constituent organisations and the Australian nation as a whole. The term geoscience is used in a broad sense to embrace all physical sciences dealing with the Earth.

Article 3 - Membership

1. The Council shall consist of Member Societies satisfying the following conditions:

Any Australian society concerned primarily with the geosciences, which functions nationally, is either a separate organisation or a formally established Australian Branch or Division of a larger international Society, and otherwise subscribes to the aims, objectives and responsibilities of the Council.

2. The Council shall have the authority to invite geoscientific organisations (e.g. governmental bodies, industrial organisations, Royal Societies) to join the Council as non-voting Observers.

Article 4 - Management

Each member of the Council shall be represented on the Council by the President or Chief Executive Officer of the Member Society, who may delegate his/her role to another senior executive of the Member Society as proxy for the President or Chief Executive Officer. The management of the Council shall be vested in the Executive Committee, consisting of a President, a Past-President, a Chairman, a Secretary, a Treasurer, (each of whom shall be elected by the Representatives), and any other officers that Council may, from time to time, designate. The term of office for the President shall be two years and the President may hold office for a maximum of two consecutive terms. The offices of Secretary and Treasurer may be filled by one person.

Article 5 - By-Laws

The By-Laws of the Council, as appended hereto, are hereby adopted and may be amended as provided in the By-Laws.

Article 6 - Amendments

Amendments to this Constitution shall be proposed by the Representatives of at least three (3) of the Member Societies or by the Executive Committee of Council. Proposals may be adopted at any Council Meeting by at least a two-thirds (2/3) majority vote of the Representatives of the Member Societies. Notice of any proposed amendment shall be transmitted by mail, email or facsimile to each Representative at least 30 days prior to the date of the meeting at which it is intended the amendment will be made.

Article 7 – Autonomy of Member Societies

Nothing in this Constitution shall imply authority by the Council over the corporate affairs of a Member Society, which shall continue to function as an autonomous body in accordance with its Constitution, Charter, Articles of Incorporation or related document.

Article 8 - Dissolution

The Council may be dissolved according to the regulations embodied in the Companies Act. After payment of all just debts and obligations, Council shall distribute all of its remaining assets to non-profit organisations serving the geosciences in Australia.

By-Laws

Article 1 - Objectives

The objectives of the organisation shall be as follows.

1. To promote coordination and cooperation in activities of Australian geoscientific societies.
2. To develop and disseminate to governments, industry, and the general community, informed and collective opinions on matters of science policy involving the geosciences and their practical application, without political or industrial bias.
3. To promote the development of geoscience education in Australia at all levels.
4. To support efforts to provide the Australian public with a greater appreciation of the economic and cultural values of the geosciences, and provide informed opinions on matters of public concern relating to the geosciences by developing channels of communication with the news and other information services.
5. To serve the community of geoscientists in Australia in whatever other ways the Council shall determine from time to time to be expedient, but excluding regulatory roles in this matter.

Article 2 - Membership and Representation

Section (a)

Member Societies with less than 500 voting geoscientist members usually resident in Australia shall be entitled to one voting Representative; Member Societies with 500 or more such members shall be entitled to two voting Representatives.

Section (b)

Each Member Society shall appoint an Alternative Representative who is another senior executive of the Member Society for each voting Representative, and in the absence of the latter, the Alternative Representative will have full voting rights.

Section (c)

Notwithstanding the above, Member Societies may send an observer to the Annual Meeting of Council.

Section (d)

Representatives of Member Societies shall be appointed for the duration of the Representative’s terms as President or Chief Executive Officer of the Member Society. They may serve not more than two consecutive terms as Representatives

Article 3 - Voting

Section (a)

A Representative of a Member Society allowed under Article 2 of the By-Laws, and each member of the Executive who is not a Representative, shall be allowed one vote on matters requiring a vote of Representatives.

Section (b)

Subject to Section (d) of this Article, a vote shall be invalid unless taken at a meeting of the Council, which has been properly constituted in accordance with Article 4 of the By-Laws.

Section (c)

Except as otherwise provided in these By-Laws, and in the Constitution, a simple majority vote of Representatives and Alternative Representatives entitled to vote, in attendance at a meeting of the Council, shall be sufficient to carry a resolution.

Section (d)

Notwithstanding anything elsewhere contained in these By-Laws, or in the Constitution, a ballot sent by mail, email or facsimile may be employed in matters of urgency as determined by the Executive Committee, except for amendments to the Constitution or By-Laws. In the former case, the votes of Representatives responding shall have the same weight and effect as though these Representatives had voted at a properly constituted meeting of the Council.

Article 4 - Meetings

Section (a)

The Council shall hold at least three meetings annually, one of which shall be designated as the Annual Meeting. The Annual Meeting shall be held within six (6) months of the end of the calendar year at a time and place to be determined by the Executive Committee. Other meetings may be held by teleconference. The Council will elect one of the Representatives to serve as the Chairman of meetings for each calendar year of operation of the Council.

Section (b)

The following items of business shall be dealt with at the Annual Meeting.

1.      Minutes of the last Annual and any intervening General Meetings

2.      The annual report of the President

3.      The annual report of the Secretary

4.      The annual report of the Treasurer

5.      The appointment of auditors

6.      The election of new Member Societies

7.      The election or re-election of the officers

8.      The setting of the assessment on member Societies for the ensuing year

9.      Invitations to new Observers

10.  Such other business as may be directed by the Executive Committee shall be received and dealt with.

      SSection (c)

Notice of the Annual Meeting shall be mailed to the Member Societies and Representatives at least 40 days before the meeting. Notice of other General Meetings shall be sent by mail, email or facsimile to Member Societies and Representatives at least 20 days before the meeting.

Section (d)

Notwithstanding the above, but in accordance with Article 3, Section (d), General Meetings of the Council may be called by the Representatives of any three of the Member Societies, or at the discretion of the Executive Committee, at such place and such time as deemed most expedient to the majority of the Representatives in the light of the current situation.

Section (e)

One-third (1/3) of the Representatives plus two (2) members of the Executive Committee shall constitute a quorum.

Article 5 - Officers

Section (a)

The officers of the Council shall consist of members of the Executive Committee.

Section (b)

The Executive Committee shall have general management and control of the affairs and finances of the Council, including but not restricted to designation of time and place of meetings and supervision of voting procedures, including those involving election of officers and the filling of vacancies on the Executive Committee.

Section (c)

The President shall be a person other than the President or Chief Executive Officer of a Member Society, preferably a renowned Australian geoscientist, and shall be elected by the Representatives to function as the Chief Officer and public representative of the Council. He or she shall normally participate in all meetings, and shall normally act as spokesperson for the Council.

Section (d)

The Chairman shall assist the President in his or her duties, and without restricting the generality of the foregoing, shall preside at meetings of the Council.

Section (e)

The Secretary shall keep the records of the Council. He or she shall be responsible for notifying members of meetings, and recording and circulating all records of its proceedings. He or she shall act as custodian of all property of the organisation.

Section (f)

The Treasurer shall administer the monies of the Council under the direction of the Executive Committee. He or she shall keep records of the receipts and disbursements of funds of the Council. He or she shall deposit such funds in the name of the Council in the custody of a bank or trust company designated for that purpose by Council. The Treasurer shall submit an annual report to the Council including a report on all financial transactions during the preceding year and on the funds and other assets in his or her custody at the close of the fiscal year.

Section (g)

If, for any reason, an officer is unable to complete his or her term of office, his or her position may be filled at any properly constituted meeting of the Council.

Section (h)

Four officers shall constitute a quorum for meetings of the Executive Committee.

Article 6 - Powers of Council

Council may exercise such powers as are consistent with the purpose of the Constitution and By-Laws of the Council and in general accordance with the aims and objectives of the Member Societies.

Article 7 - Special Committees

Special Committees may be created by Council from time to time for the purpose of furthering its objectives.

Article 8 - Assessment

Member Societies shall be subject to an annual assessment to assist in financing the activities of the Council. Such assessment shall be determined each year by at least a two-thirds (2/3) majority vote of Council at the Annual Meeting and shall be based on the number of voting geoscientist members in each society.

Article 9 - Fiscal Year

The fiscal year of the Council shall end with the close of business on the 31st day of December each year.

Article 10 - Amendments

Amendments to these By-Laws shall be proposed by the Representatives of at least three (3) of the member Societies or by the Executive Committee of Council. Proposals may be adopted at any Council Meeting by at least a two-thirds (2/3) majority vote of the Representatives of the Member Societies. Notice of all proposed amendments shall be transmitted by mail, email or facsimile to each Representative at least 30 days prior to the date of the meeting at which it is intended the amendment will be made.

Last amended 12 April 2000

Previously amended 20 June 1995

The Australian Geoscience Council Inc. © 1999 - 2003