Constitution and By-Laws of the Royal Society of South Australia Inc.


Title I.
The title of the Society is the “Royal Society of South Australia Incorporated” (hereinafter called the Society).

Repeal II.
All the rules of the Society heretofore in force are hereby repealed.

Definition III.
In the construction of the rules of the Society, unless the subject or context requires a different meaning: “prescribed” means prescribed by by-law. Words denoting the singular number only shall be deemed to include the plural and vice versa.

Objects IV.
The objects of the Society are the promotion and diffusion of scientific knowledge by meetings for the reading and discussion of papers, by publications, by maintenance of a scientific library open to the public, and by such other methods as the Council may from time to time determine.

Constitution and Members V.
(1). The Society shall be constituted of persons enrolled as members. Members shall be classed as Honorary Fellows, Life Fellows, Sustaining Fellows, Fellows, Associate Fellows and Student Fellows.

(2). Honorary Fellows shall be persons distinguished for their attainment in science, or who shall have rendered signal service to the Society.

(3). Life Fellows shall be Fellows who were enrolled as Life Fellows before 12 September 1974.

(4). Sustaining Fellows shall be members who elect to pay a sustaining subscription in accordance with the by-laws.

(5). Fellows and Associate Fellows shall be persons elected to Fellowship as prescribed by these rules.

(6). Associate Fellows shall be a spouse or partner of a Fellow or shall be Fellows of at least 10 years standing who have retired from professional employment. If eligible pursuant to this rule, a Fellow may, in writing to the Secretary, elect to become an Associate Fellow and shall be so enrolled in the next succeeding financial year.

(7). A Student Fellow shall be a full-time student, or a part-time student who is not employed in a full-time capacity. The status of such Student Fellows must be verified by their supervisor, or equivalent person, when the annual subscription falls due.

(8). Every member shall have the right to debate and vote upon questions dealing with the management of the Society’s business and affairs and the election of candidates. Every member, other than an Associate Fellow, shall be entitled to electronic access to the “Transactions”. Members may also receive a printed copy of each issue of the Transactions of the Society on payment of an additional fee.

Election of Members VI.
(1). Every candidate for membership shall be nominated on the prescribed form by two members, one of whom shall attest from personal knowledge of the candidate.

(2). The nomination form shall be lodged with the Membership Secretary and shall be submitted to the Council at its next meeting. Upon approval by the Council the nomination shall be submitted to the next meeting of the Society and an election shall be held at that meeting.

(3). No person shall be eligible for election as an Honorary Fellow unless recommended by the Council.

(4). Elections shall be by ballot of those members present in person at the meeting; one negative in six or part thereof shall exclude the proposed candidate.

(5). A candidate for membership excluded by ballot shall not be eligible for renomination within one year of such exclusion unless the Council otherwise determines.

Membership VII.
(1). The Membership Secretary shall keep an official roll of the members of the Society.

(2). Members may resign from the Society at any time by notification in writing to the Secretary who shall bring the matter to the Council at its next following meeting. With the approval of the Council they shall thereupon cease to be a member but shall not thereby be released from any indebtedness to the Society.

(3). If any member whose subscription is in arrears for two years shall fail to pay such arrears after notification in writing from the Treasurer, the Council may cancel their membership and that person shall thereupon be notified of such cancellation by the Secretary/Membership Secretary and cease to be a member.

(4). The Council may, at its discretion and upon such terms as it thinks fit, waive the subscription of a member or re-enrol any person who has ceased to be a member.

(5). If elected within three months before the end of the calendar year a member may defer taking up membership until the following year.

(6) Expulsion Of A Member
a.) Subject to giving a member an opportunity to be heard or to make a written submission, the Council may resolve to expel a member upon a charge of misconduct detrimental to the interests of the Society.
b.) Particulars of the charge shall be communicated to the member at least one month before the meeting of the Council at which the matter will be determined.
c.) The determination of the Council shall be communicated to the member, and in the event of an adverse determination the member shall, (subject to 5.4d below), cease to be a member 14 days after the Council has communicated its determination to the member.
d.) It shall be open to a member to appeal to the Society in general meeting against the expulsion. The intention to appeal shall be communicated to the secretary or public officer of the Society within 14 days after the determination of the Council has been communicated to the member.
e.) In the event of an appeal under 6d above, the appellant’s membership of the Society shall not be terminated unless the determination of the Council to expel the member is upheld by the members of the Society in general meeting after the appellant has been heard by the members of the Society, and in such event membership will be terminated at the date of the general meeting at which the determination of the Council is upheld.

Management VIII.
Subject to the control of the Society, the management of the business affairs and funds of the Society and the custody of its property shall, subject to any by-laws for the time regulating or prescribing conditions as to the same be vested in a Council, who shall be elected and hold office for such periods as may be prescribed. The Council shall act by resolution of the majority of the Council present at its meeting.

Investment IX.
The Council may by resolution approved by not less than two-thirds of the full membership of the Council invest any of its funds whether at the time in a state of investment or not.

(a). In or upon any investment or security for the time being authorised by law for the investment of trust moneys.

(b). In the purchase of any real estate in South Australia.

(c). In the purchase of any securities or investments in companies having at the time of such purchase an official quotation on any Stock Exchange in Australia.

(d). and may also from time to time vary such investments.

President X.
The President, if present, shall preside at all meetings of the Council or Society. In the absence of the President, the duties shall be carried out by such other officer or member denoted or elected in the manner prescribed.

Seal and Holder XI.
(1). The common seal shall have the name of the Society. The Secretary shall be the seal-holder and the Public Officer.

(2). The Council shall have the power to use the seal in the execution of any powers vested in it or otherwise in relation to the affairs or business of the Society. The seal shall not be used except by authority of the Council. The Secretary or the President in the absence of the Secretary and one other member of the Council shall sign every instrument to which the seal is affixed.

Meetings of Society XII.
(1). The financial year of the Society shall end on the last day of June in each year and the Annual General Meeting shall be held in the month of October or in such other month and upon a date and at a place to be appointed by the Council.

(2). At the Annual General Meeting the Council shall submit a report and a duly audited financial statement and the meeting shall elect the officers and members of the Council to take the place of those who are due to retire and shall also transact any other business that may be permissible in accordance with the by-laws, provided always that officers and members of the Council due to retire shall continue in office until their places have been effectively filled subject to their previous cesser of office or membership.

(3). The Council may convene an ordinary meeting of the Society at any time.

(4). The Council may at any time and shall upon the requisition in writing of at least seven members specifying the purpose for which the meeting is required, convene a special meeting of the Society. The special business for which the meeting has been convened and no other shall be transacted at such meeting.

(5). Seven members shall constitute a quorum. If at any meeting a quorum is not present within fifteen minutes after the notified time of the meeting, the meeting shall stand adjourned to a day and time to be appointed by those present not being earlier than seven days. At the adjourned meeting the members may proceed to business although fewer than the prescribed quorum may be present.

(6). At least five days’ notice of every meeting or adjourned meeting and of the principal items of business to be transacted thereat, shall be given to members resident in South Australia by such manner as may be prescribed.

Auditor XIII.
In July of each year or at such other times as may be necessary the Council shall appoint an auditor willing to act and authorised by law to audit the affairs of a limited liability company to audit the financial statements of the Society.

Alteration of By-laws XIV.
The Council may make, repeal, alter or vary any by-law not inconsistent with these rules for the effective carrying out of the objects and purposes of the Society, but no such by-law repeal or alteration of such by-law shall be valid unless and until approved by a majority of the members voting at a meeting of the Society of which due notice has been given.

Alteration of Rules
(1). Every proposal to repeal, alter, add to or vary any existing rule of the Society shall be referred to Council for consideration. Council shall then at a subsequent meeting of the Society submit its report and the Society may, at an annual meeting or special meeting called for that purpose, by a resolution approved by not less than two-thirds of the members voting, repeal, alter, add to or vary any existing rule. The Commissioner of Taxation is to be advised in writing within 30 days of any amendment made.

(2). Any alteration in the rules shall be duly filed in accordance with the provisions of the Associations Incorporation Act, 1985.

Income – Property of the Society XVI.
(1). The income and property of the Society shall be applied solely towards the promotion of the objects of the Society, and no portion thereof shall be transferred directly or indirectly, by way of dividend, bonus or otherwise, howsoever by way of profit, to members or relatives of members of the Society, provided that nothing herein shall prevent the payment in good faith of remuneration to any officer or servant of the Society or to any member of the Society for any service actually rendered to the Society, or reasonable and proper rental for premises let by any member to the Society.

(2). Should the Society’s Deductible Gift Recipient endorsement be revoked, then any surplus gifts remaining after liabilities have been met, must be given to other funds or institutions which have similar objects and to which tax deductible gifts can be made.

Verco, Andrewartha, and Publication Medals XVII.
(1). A medal to be known as the Verco Medal, in recognition of the important service rendered to the Society by Sir Joseph Verco (1851 – 1933), shall be awarded from time to time for distinguished scientific work published by a member of the Society.

(2). On the obverse of the Verco Medal shall be these words “The Sir Joseph Verco Medal of the Royal Society of South Australia” surrounding the modelled portrait of Sir Joseph Verco. On the reverse there shall be a surrounding wreath of eucalypt with the words “Awarded to ……… for research in Science”, the name of the recipient and the year of the award.

(3). A medal to be known as the H. G. Andrewartha Medal in recognition of the contribution to learning and to the Society by the ecologist, Professor H. G. Andrewartha (1907 – 1992), shall be awarded from time to time for outstanding published research by an Australian scientist still in an early stage of his/her scientific career, providing there is a candidate of sufficient merit.

(4). A medal to be known as the Publication Medal shall be awarded from time to time for the most outstanding paper published in the Transactions of the Royal Society of South Australia by an author aged 40 years of age or younger who is a member of the Society, providing there is a contribution of sufficient merit.

(5). The Council shall select the recipient of each medal.

Winding-up or Dissolution XVIII.
If upon the winding-up or dissolution of the Society, there remains, after satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among members of the Society. Any surplus assets as defined in the Act shall be distributed to any organisation or fund which has similar objects and has rules which prohibit the distribution of its assets and income to its members, and to which income tax deductible gifts can be made.



Nomination Paper I.
The nomination paper referred to in Rule VI shall state the full name, distinctions (academic or otherwise), address and occupation of the candidate.

Council II.
(1). The officers of the Council shall be the President, two Vice-presidents, Treasurer, Editor, Secretary, Membership Secretary, Minutes Secretary, Program Secretary, Librarian, Assistant Editor and four ordinary members, all being financial members of the Society. Any seven members of the Council present at a meeting shall constitute a quorum.

(2). At the Annual General Meeting all officers and all other members of the Council who have been councillors for two years shall retire. All retiring officers and members shall be eligible for re-election.

(3). Nominations for officers and members of the Council shall be lodged with the Secretary by 4.00 pm on the day of the Council Meeting preceding the Annual General Meeting, provided that any casual vacancy arising at the Annual General Meeting may be filled at that meeting.

(4). The vacancies on the Council for the ensuing year shall be filled by election by those members present in person at the Annual General Meeting. If so required by any member the election shall be by ballot.

(5). If any member of Council who has received notice of the meeting absents themselves from three consecutive meetings of the Council without its permission granted by resolution of the Council before its expiration of such third meeting their position as a member of the Council shall become vacant.

(6). Every casual vacancy in the Council other than those occurring at the Annual General Meeting shall be filled by the Council at its next meeting and the member appointed shall retire from the Council at the end of the period when the predecessor would have retired.

(7). Council meetings shall be held at least in each month from March to November inclusive, and at such other times as the Council or the President may decide.

(8). There shall be an Executive Committee comprising the President, the two Vice-presidents, the Secretary and the Treasurer of the Society. Any three members present at a meeting shall constitute a quorum.

(9). The Executive Committee shall exercise such powers of the Council as may from time to time be delegated to it by the Council at a Council meeting.

Subscriptions III.
(1). The annual subscription of a Fellow, Associate Fellow, Student Fellow and Sustaining Fellow shall be set by Council.

(2). Membership is based on the calendar year even though the accounts of the Society will be produced on a financial year basis. Members shall pay a subscription, due in September each year or on receipt of notice of election, for the following calendar year rates determined by Council.

(3). Membership for the whole or part of any financial year shall entail the payment of the prescribed subscription for that year. If elected within three months before the end of the calendar year, a member may defer taking up membership until the following year.

Notification of Membership IV.
(1). Every person elected shall be forthwith notified by the Secretary of his/her election and the subscription payable. A copy of the Rules and By-Laws of the Society shall be made available upon request and shall also be available on the Society’s web site.

(2). Upon payment of the subscription the person shall be enrolled as a member of the Society.

Capital Fund V.
Bonds, stock and other securities and documents of title belonging to the Society shall be deposited in a bank or other place, approved by Council, and shall be made available for inspection only on the authority of the Treasurer or, in the absence of the Treasurer, the President, who shall give a written order to the manager of the bank or other responsible officer who has the custody thereof.

Payment of Accounts, etc. VI.
(1). All cheques drawn on behalf of the Society shall be signed by the Treasurer, or, in the absence of the Treasurer, by the Secretary, and by one of two other nominated members of Council. The Society may create electronic banking accounts to be managed by the Treasurer and with whoever else the Council shall appoint.

(2). Any debts or liabilities incurred by authority of the Council shall be paid by the Treasurer who shall submit a list of such payments so made to the next succeeding ordinary meeting of the Council for ratification.

Library VII
(1). The Library shall be supervised by the Librarian and Associate Librarian.

(2). Non-members of the Society may have access to the Library under the supervision of the Librarian or Associate Librarian.

Meetings of Society VII.
(1). Unless the Council decides otherwise, meetings of the Society shall be held on the second Thursday in each month from March to November at 6.30 pm. Each meeting shall be convened by circular posted, electronically or otherwise, not less than five days prior to the date of the meeting, to the last known address of each member resident within the state. The circular shall state the venue, the subjects to be brought before the Society, the names of candidates for membership received ten days or more before the preceding Council meeting, notices of motion and any other business of which notice may be required by the rules or by-laws. The accidental omission to give notice to, or the non-receipt of notice, by any member, shall not invalidate the proceedings of the meetings.

(2). In the absence of the President, one of the vice-Presidents shall take the chair, but in the event of the absence of all three, the members present shall elect one of their number as chairperson.

(3). At all meetings of the Society or Council the chairperson shall have both a deliberative and a casting vote.

(4) Special General Meetings
a.)The Council may call a special general meeting of the Society at any time.
b.) Upon a requisition in writing of not less than 5%, (in some cases a lesser; or greater percent may be appropriate or it may be on requisition of a specific number of members), of the total number of members of the Society, the shall within one month of the receipt of the requisition, convene a special general meeting for the purpose specified in the requisition.
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 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 Society.

Publication VIII.
(1). The Council shall appoint an Editorial Board consisting of the Editor, Treasurer and not more than five other members, selected to ensure the representation of the widest possible range of disciplines. Members of the Editorial Board shall be appointed for a period of three years and may be eligible for re-election. The Editorial Board shall be responsible to the Council for editing the Society’s Transactions and shall report to the Council as required.

(2). Every paper submitted to the Society for publication shall be deposited with the Editor and shall comply with the current “Instructions to Authors” as published in the most recent volume of the Transactions.

(3). Every paper submitted for publication shall be referred to two or more referees. After consideration of the referees’ reports, the Editor shall decide to either accept the paper for publication subject to such alterations as may be required or reject the paper. The Editor shall not be obliged to give an author any reason for rejection of a paper.

(4). On acceptance of a paper for publication, copyright shall belong to the Society.

(5). As of 2009, the Transactions will have been published electronically in digital format, as well as in paper format. Members of the Society in good standing will receive their copies of the Transactions either electronically or as paper copies, as they so choose.

Repeal IX.
All by-laws heretofore in force are hereby repealed.

Dated: Oct 2009