THE
WESTERN AUSTRALIAN PRACTICE NURSES
ASSOCIATION INCORPORATED
CONSTITUTION
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CONSTITUTION AND RULES OF WESTERN AUSTRALIAN
PRACTICE NURSES ASSOCIATION INCORPORATED
1. TITLE
The Association shall be known as the Western Australian Practice Nurses Association
Incorporated hereinafter called "the Association".
2. MEMBERSHIP
Membership of the Association shall be open to
i)
All nurses registered with the Nurses Board of Western Australia who are employed in
doctors' surgeries whether general practitioners, specialists, pathology practices or private
outpatients clinics, or nurses with an interest in this area of nursing.
ii)
Certain other persons who have a special interest in the objects of the Association,
including students of nursing, who may be invited to become members.
iii)
Affiliate membership of the Association shall be open to an individual, corporation or
incorporated body interested in the work of the association. Affiliate members do not
have voting entitlements.
3. OBJECTS
i)
ii)
iii)
iv)
v)
vi)
vii)
viii)
To provide a focus for practice nurses and for other groups seeking to make contact and
have dialogue with practice nurses.
To facilitate professional communication between practice nurses to break down
professional isolation.
To assist members with continuing professional development.
To develop the role of the practice nurse.
To liaise with other professional groups.
To provide opportunities for social contact with professional colleagues.
To provide expert opinion on practice nursing as required.
The income and property of the Association shall be applied solely towards the
promotion of the objects of the Association. No portion of the income or property of the
Association shall be paid or transferred directly or indirectly by means of dividend, bonus
or otherwise by way of profit to a member or members of the Association, provided that
nothing herein contained shall prevent the payment in good faith of remuneration to any
member, officer or servant of the Association in return for any services actually rendered
to the Association, other than those services for which they have been elected.
The educative and supportive functions of the Association will be accomplished by:
i)
providing forums for the open discussion of nursing-based ethical, professional
and practice issues and concerns, and the opportunity to share practical
knowledge and experiences.
ii)
presenting educational forums relevant to practice in medical practices and clinics.
Constitution and Rules of the Western Australian Practice Nurses Association Incorporated - A1010838D
Approved at the AGM on 20th August 2012 and by the Commissioner for Consumer Protection as from 11th December 2012.
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iii)
iv)
v)
promoting the role of the practice nurse and the value of such nurses whenever
possible through professional meetings and collaboration with other groups of
health professionals.
serving as a resource and support for individual nurses and the profession on
matters related to community health care.
promoting state and national networking between practice nurses.
4. MANAGEMENT
i)
ii)
iii)
iv)
v)
vi)
Subject to control by members of the Association in general meeting assembled, the
management of the Association shall be vested in a Committee comprising a minimum of
eight (8) persons.
The Committee comprising President, Vice President, Secretary, Treasurer, Liaison &
Education Officer and three (3) other members shall be elected by the financial members
of the Association at the Annual General Meeting for a two year term, half being elected
each year.
Meetings of the Committee shall be held not less than once in every four months.
The quorum for Committee meetings shall be four (4) persons, one of whom should be
one of the five Office Bearers.
The Committee shall have power to co opt members or other persons on to the
Committee or sub committees for special purposes.
The Committee may set up sub committees as appropriate.
5. VACANCIES ON THE COMMITTEE
i)
ii)
iii)
A position on the Committee may be deemed to have become vacant in the event of the
absence of a member from three or more consecutive meetings of the Committee without
leave of absence from the Committee.
A casual vacancy on the Committee may be filled by the Committee.
A member so appointed shall hold office only until the next occurring Annual General
Meeting.
6. ELECTION OF OFFICERS
i)
ii)
iii)
iv)
v)
vi)
vii)
Elections for the Committee shall be held annually as above i.e.:- each person is elected
for a two year term unless filling a casual vacancy, with half the committee positions
declared vacant each year.
A person nominating for the position of committee member must have been a financial
member of the Association for a period of 12 months prior to nomination.
Candidates for election must be nominated by a member of the Association.
The nominee's assent to the nomination shall appear on the nomination form.
Nomination forms must be received at the address specified by close of business seven
(7) days prior to the Annual General Meeting.
If the number of candidates nominated does not exceed the number required, all
candidates shall be declared duly elected.
If the candidates nominated exceed the number required a secret ballot shall take place at
the Annual General Meeting.
Constitution and Rules of the Western Australian Practice Nurses Association Incorporated - A1010838D
Approved at the AGM on 20th August 2012 and by the Commissioner for Consumer Protection as from 11th December 2012.
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viii)
ix)
If a ballot is required the meeting shall appoint a Chairperson for the duration of the
election process, and a Returning Officer.
The Returning Officer shall declare as elected the required office bearers who have
received the highest number of votes, and in the event of an equality of votes for any two
or more candidates, the Returning Officer shall determine by the drawing of lots which of
such candidates is declared elected.
7. ANNUAL GENERAL MEETING
i)
ii)
iii)
iv)
v)
vi)
vii)
The Annual General Meeting of the Association shall be held every calendar year within
four months after the end of the Association’s financial year, which is the 12 month
period commencing on 1 July and ending on 30 June in the following year.
At least twenty one (21) days notice shall be given in writing by post, by email or by any other
telecommunications channel, to members stating the time and place of such a meeting, and
including the Agenda and Notices of Motion
The business of the Annual General Meeting shall include:a) Confirmation of the minutes of the previous Annual General Meeting, and any
Extraordinary General Meetings held in the intervening period.
b) The Annual report and statement of receipts and expenditure.
c) Appointment of an auditor for the following twelve months.
d) Election of the committee.
e) Motions of which due notice has been given.
f) Such other business as may properly be brought before the meeting.
Notices of motion to be included in the Agenda for an Annual General Meeting shall be
in the hands of the Secretary at least fourteen (14) days prior to the meeting.
The quorum for the Annual General Meeting shall be ten (10) members, present in
person.
In the event that a quorum has not been reached within half an hour after the advertised
start time for the Annual General Meeting, the outgoing Committee shall have the power
to receive and accept the reports, appoint the auditor and conduct the elections to the
Committee and the decisions of the Committee in this instance shall be binding on
membership.
A member may appoint in writing by post, by email or by any other telecommunications
channel, another member to be the proxy of the appointing member and to attend, and
vote on behalf of the appointing member at, any Annual General Meeting.
8. EXTRAORDINARY GENERAL MEETING
i)
ii)
iii)
An Extraordinary General Meeting of the Association may be convened at any time by
the Committee.
An Extraordinary General Meeting shall be convened by the President on receipt of a
requisition in writing signed by ten (10) members of the Association in which the
business proposed for discussion at such Extraordinary General Meeting, is stated.
Not less than twenty one (21) days notice shall be given in writing by post, by email or
by any other telecommunications channel, to all members stating date, time and place of
such meeting and the purpose for such meeting.
Constitution and Rules of the Western Australian Practice Nurses Association Incorporated - A1010838D
Approved at the AGM on 20th August 2012 and by the Commissioner for Consumer Protection as from 11th December 2012.
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iv)
v)
vi)
No business other than that for which the meeting has been convened shall be addressed
at an Extraordinary General Meeting.
The quorum for an Extraordinary General Meeting shall be ten (10) members, present in
person.
A member may appoint in writing by post, by email or by any other telecommunications
channel, another member to be the proxy of the appointing member and to attend, and
vote on behalf of the appointing member at, any Extraordinary General Meeting.
9. ORDINARY MEETINGS
Any motion proposed at any meeting of the Association, not being already on the notice of
meeting convening the meeting, shall on the request of not less than two (2) members present, be
referred to a subsequent meeting and shall be dealt with by way of a Notice of Motion and shall
appear on the notice calling the subsequent meeting.
10. SUB-BRANCHES
i)
ii)
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v)
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vii)
viii)
ix)
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xi)
A sub-branch of the Western Australian Practice Nurses’ Association may be established
if the Committee approves an application for its formation.
Members who wish to form a sub-branch of the Association may apply in writing by
post, by email or by any other telecommunications channel, to the Committee for the
establishment of that sub-branch.
On establishment of the sub-branch and in August of each subsequent year, the members
of each sub-branch will elect two office bearers to take responsibility for the actions and
activities of the sub-branch for the ensuing twelve months, and advise, in writing, the
Secretary of the names of these two office bearers.
A sub-branch may undertake activities to achieve the Objects of the Association as listed
in 3(i) to 3(vii), above.
All members of the sub-branch must be financial members of the Western Australian
Practice Nurses Association and must act in accordance with the rules and objectives of
the Constitution and directives of the Committee.
A current list of the names of all members of the sub-branch must be maintained and
reported to the Secretary as changes in membership of the sub-branch occur.
A portion of the annual membership subscription of the sub-branch members shall be
allocated by the Executive Committee to the sub-branch to assist in supporting the
activities of that sub-branch.
All expenditure by the sub-branch must be approved by the Executive Committee of the
Association and all financial transactions of the sub-branch must be recorded and
reported to the Treasurer.
Office bearers of the sub-branch must submit an annual written report of the activities of
the sub-branch and a financial statement to the Committee, 21 days prior to the AGM of
the Association.
A minimum membership of five (5) members must be maintained by the sub-branch.
A sub-branch will be dissolved if the majority of the members of the sub-branch request
such dissolution or if the Committee determines that the sub-branch has insufficient
members or is no longer acting in accordance with the objectives or rules of the
Association.
Constitution and Rules of the Western Australian Practice Nurses Association Incorporated - A1010838D
Approved at the AGM on 20th August 2012 and by the Commissioner for Consumer Protection as from 11th December 2012.
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xii)
On dissolution of a sub-branch, its property will remain the property of the Association.
11. DUTIES OF OFFICERS
11.1 PRESIDENT
The duties of the President are:i)
Preside and maintain order at all meetings of the Association and the Committee.
ii)
Supervision of the conduct and affairs of the Association.
iii)
Advise Secretary and Treasurer as required.
iv)
Represent the Association when invited and as appropriate, or to appoint another member
of the Committee to do so.
v)
At all meetings of the Association and Committee, the President has a vote in her/his own
right. In the event of a tied vote, the President also has a casting vote, except in the
election of Officers of the Association.
vi)
At meetings of the Association or the Committee when both the President and the Vice
President are absent, the members shall appoint a Chairperson for that meeting.
vii)
The term of office for the President shall not exceed two consecutive periods of two years
unless there are no other nominations for the position.
11.2 VICE PRESIDENT
i)
The Vice President shall act in the place of the President as required, in the absence of the
President.
ii)
The term of office for the Vice President shall not exceed two consecutive periods of two years
unless there are no other nominations for the position.
11.3 SECRETARY
The Secretary shall:i)
Ensure that minutes are taken of all meetings of the Association and Committee, and that
these are recorded as a permanent record and available for scrutiny by members of the
Association if requested, and circulated as appropriate. All minutes will be downloadable
from the WAPNA website commencing with the AGM August 2006.
ii)
Present the Minutes of the previous meeting at each Committee meeting for ratification.
iii)
Deal with Correspondence when and as directed by the Chairperson.
iv)
The term of office for the Secretary shall not exceed two consecutive periods of two
years unless there are no other nominations for the position.
11.4 TREASURER
The Treasurer shall:i)
Maintain a register of all members of the Association.
ii)
Collect and record annual subscriptions and all monies payable to the Association.
iii)
Arrange payment of all accounts as directed by the Committee.
iv)
Attend to banking of funds as appropriate.
v)
Maintain all financial records of the Association with receipts, expenditure and bank
balances and prepare the books for scrutiny by the auditor.
vi)
Present a financial report to the Committee at each meeting.
Constitution and Rules of the Western Australian Practice Nurses Association Incorporated - A1010838D
Approved at the AGM on 20th August 2012 and by the Commissioner for Consumer Protection as from 11th December 2012.
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vii)
viii)
Unless the members resolve otherwise at a General Meeting, have custody of all
securities, books and documents of a financial nature and accounting records of the
Association, including those referred to in paragraphs (v) and (vi).
The term of office for the Treasurer shall not exceed two consecutive periods of two
years unless there are no other nominations for the position.
11.5 LIAISON & EDUCATION OFFICER
The Liaison & Education Officer shall:i)
Organise educational sessions for monthly meetings as appropriate.
ii)
Co ordinate workshops and seminars calling upon other committee members for
assistance when necessary.
iii)
Liaise with other allied health professionals and attend other functions and meetings
within the community in order to promote the existence and function of the WA Practice
Nurses Association.
iv)
The Liaison & Education Officer may serve more than the two consecutive terms of the
other elected office bearers on the grounds that it is a position which uses resources
which are built up over time. E.g.: personal networks.
12. ANNUAL SUBSCRIPTIONS
The annual subscription of full and affiliate membership shall become due and payable
by the first day of September each year, and shall be such as members of the committee
by simple majority may resolve.
13. COMMON SEAL
i)
ii)
iii)
iv)
The Association shall have a common seal on which its corporate name shall appear in
legible characters.
The common seal shall not be used without the express authority of the Committee and
every use of that common seal shall be recorded in the minutes of the Association
referred to in Rule 10.3(i).
The affixing of the common seal of the Association shall be witnessed by the President
and two members of the Committee.
The common seal of the Association shall be kept in the custody of the Secretary.
14. INSPECTION OF RECORDS AND DOCUMENTS
A member may inspect, at any reasonable time and without charge, the books,
documents and records of the Association.
15. AMENDMENT OF RULES
Alteration, amendment or addition to these rules shall be made only by special resolution
at a General Meeting convened in accordance with either Clause 7 or 8 of this
Constitution, when the proposed changes have been notified in writing by post, by email
or by any other telecommunications channel, to all members not less than twenty one
(21) days prior to the General Meeting, and shall become effective if passed by a 75%
majority of those present and entitled to vote.
Constitution and Rules of the Western Australian Practice Nurses Association Incorporated - A1010838D
Approved at the AGM on 20th August 2012 and by the Commissioner for Consumer Protection as from 11th December 2012.
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16. DISSOLUTION
i)
ii)
iii)
iv)
The Association may be wound up and dissolved following a special resolution to that
effect and the consent of 75% of members present and eligible to vote at a General
Meeting to dissolve the association.
If upon the winding up or dissolution of the Association, and following satisfaction of its
debts and liabilities, there remains any property or funds whatsoever, the same shall be
given or transferred to another association incorporated under the Act which has similar
objects to this Association and which is not carried out for the purposes of profit or gain
to its individual members.
At or before the time of dissolution of the Association, the members thereof shall
determine to which non-profit, incorporated association, as specified in 16(ii), surplus
property shall be distributed.
If effect cannot be given to the aforesaid provisions the Chief Judge in Equity of the
Supreme Court of Western Australia or other judge of that Court may acquire jurisdiction
in the matter for the benefit of some charitable or scientific institution.
---    --Approved at the AGM on 20th August, 2012.
Constitution and Rules of the Western Australian Practice Nurses Association Incorporated - A1010838D
Approved at the AGM on 20th August 2012 and by the Commissioner for Consumer Protection as from 11th December 2012.
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