Terms and Conditions

Details

Each Member, including its employees, officers and directors, agrees to abide by the terms and conditions of AHPAS membership (“Terms and Conditions”), as set forth below. AHPAS may change the Terms and Conditions at any time with or without notice and each Member’s continued participation in the AHPAS shall be considered acceptance of such changes. Failure to comply with AHPAS Terms and Conditions may result in the suspension or termination of individual’s AHPAS membership, such suspension or termination to be determined in the sole and absolute discretion of the executives of AHPAS. Additionally, AHPAS may pursue all available legal and equitable remedies.

MEMBERSHIP TERMS AND CONDITIONS

Terms

Membership is measured in months. The standard membership term is 12 months. Individuals are able to purchase consecutive terms for a discounted rate when the payment is received at the start of the initial term.

The term of membership for both Member and Student Member will be rolling (e.g. someone joining on January 10 will expire on January 9 of the following year).

Qualifications

Any person who:

  1. a) is actively engaged in studying to provide or currently provides healthcare services to people of Australia,
  2. b) agrees to abide by such documents as Statement of Ethics, Terms and Condition, Constitution and Policies/Procedures as have been and may from time to time be adopted by the Organisation and
  3. c) meets membership criteria specified in these documents

may be admitted to membership in this Organisation. The term “marketing” as used herein means the process of planning and executing the conception, pricing, promotion, and distribution of ideas, goods, and services to create exchanges that satisfy individual and organizational objectives.

Admission to Membership

Admission to membership in the AHPAS is conducted online via the AHPAS website. Membership becomes official upon confirmation of payment for the first term of membership. Membership dues are not refundable and are non-transferable.  No application for membership shall be denied on the basis of race, colour, religion, gender, national origin, disability or any other characteristic protected by law.  Restrictions on initial Legal Advice claims is subject to further conditions set out in this document. 

Membership Categories and Voting

Membership shall be divided into voting and non-voting categories:

Voting Members:

  • Available to all individuals in the field of marketing who have an active membership

Non-voting Members:

  • For full-time undergraduate students not currently employed in a full-time professional position who have an active membership. Limited to 5 years. 

Notwithstanding anything set forth to the contrary in the Bylaws and Constitution, the voting members’ right to vote is specifically limited to elections of officers and directors, and amendments to the Association’s Constitution. Each eligible voting member shall have one (1) vote in such elections.  The officers and directors shall be elected by the affirmative vote of a majority of the members who vote in any such election.  No member of the AHPAS shall have the right to vote, without limitation, on the amendment of the AHPAS’s Articles of Incorporation, the merger or dissolution of AHPAS, or the amendment of its Bylaws.

Member voting may be conducted via the most efficient means determined by the Company Directors.  Membership meetings may be scheduled at a time and place as determined by the Directors.  A meeting of the members may be called through a membership petition signed by 2% (two percent) of the voting members.  Such a meeting shall be held at a location selected by the Directors.  Notice of such meeting shall be communicated to each voting member at least thirty days prior to its scheduled time.  Each action taken at such membership meetings shall be submitted to the total voting membership of the Organisation as a member.  by mail for ratification or rejection.

Dues and Fees 

Member dues are a simple, flat rate. The flat rate includes access to educational content, peer networking opportunities and content and one annual initial legal consultation (ILC) request funded by AHPAS capped at $1000 AUD per member.  Following criteria’s must be met before an ILC may be requested:

1)Applicant must have a case against them which is pending in either a regulatory forum, employment forum, criminal forum and or other healthcare oriented civil liability forum

2)Any pre-existing matters currently before the court system will be sanctioned for ILC on application basis after consideration by the Directors

3)ILC is only available for members paying an annual membership and not for members paying on a monthly basis until after a waiting period of 6 months after commencement of monthly membership payment

4)Non-voting members do not have access to ILC offer

5)Any fees above and beyond the $1000 for an ILCS will be firstly disclosed and agreed upon before formally engaging a third party for this task.  Any monies owing beyond the agreed cap of $1000 will be the liability of the member themselves. 

Student membership in the AHPAS is free.

Student memberships will be rolled over to paid membership upon completion of their study period unless otherwise notified by the member. 

Termination Policy

Membership shall terminate, and the member shall be entitled to no rebate of dues previously paid in any of the following events:

  • If the member resigns.
  • If the member does not pay the amount owed to the Organisation as a member prior to their date of expiration.
  • If the member does not continue to meet the eligibility requirements set forth in the Association’s Constitution and Bylaws.
  • If the member does not continue to abide by such Statement of Ethics adopted or revised by the Organisation.  Such termination shall be effective only upon a majority vote of the Board of Directors, and in accordance with policies and procedures that have been established by the Board of Directors.

Confidential Information

Certain AHPAS Content may be marked “Confidential” or “Proprietary.” In that event, Member agrees to maintain the confidentiality of such content and not disclose or make it available to any third parties.

Contributions to AHPAS

Members may contribute to AHPAS Content, in various forms including, but not limited to, submitting ideas, participating in committees, participating in social media and blog forums and making presentations. Member hereby fully and irrevocably grants, assigns and conveys to AHPAS all right, title and interest worldwide in and to all Content conceived, reduced to practice, authored, developed or delivered by Member, Member’s officers, directors, employees, agents and independent contractors acting on Member’s behalf, either solely or jointly with others, including, but not limited to:

  • any Content expressly labelled as “Content” or provided with an express statement that it is a contribution to AHPAS;
  • any Content provided to AHPAS to be included in AHPAS standards, specifications, policies, guidance, reports, analyses, procedures that are published by the AHPAS or as part of a larger compilation or identified as an AHPAS publication, whether in written or electronic form; or
  • any Content that is developed in connection with Member’s membership in AHPAS, developed in connection with Member’s participation in an AHPAS working group or committee, or developed by Member in connection with Member making a presentation at an AHPAS event. For purposes of this provision, “Content” means images, text, written works, standards, designs, graphics, pictures, business and product names, domain names, corporate names, logos, slogans, inventions (whether or not patentable), processes, formulae, industrial models, specifications, data, databases and data collections, technology, methodologies, computer programs (including all source codes, object codes, firmware, software, development tools, files, records and data and improvements thereof), software and any and all other copyrightable material. Content shall be the exclusive property of AHPAS (becoming AHPAS Content) and AHPAS shall have the right to use the Content, or any part or parts thereof, as it sees fit. Member will not seek, and will require its officers, directors, employees, agents and independent contractors acting on its behalf, not to seek, patent, copyright, trademark, registered design or other protection for any rights in any such Content. Member agrees that it shall require its personnel, at AHPAS’s expense, to take any actions and execute all documents as AHPAS may reasonably require to vest in AHPAS or its nominees the rights referred to herein and to secure for AHPAS or its nominees all right, title and interest in and to the Content.

    AHPAS Trademark Use & Conditions

  1. AHPAS is the owner of the Marks (as hereinafter defined) and desires to allow Member to utilize the Marks only in accordance with the terms and conditions set forth herein. “Marks” shall include the name “Australian Health Practitioners Advisory Services,” the abbreviation “AHPAS” and any and all related designs and logos and any modifications or derivations thereof.
  2. AHPAS grants to Member the non-exclusive, revocable right to use the Marks on Member’s presentations, correspondence, business cards and other documents or media, solely for the purpose of identifying him or herself as a member of AHPAS. Member shall not use the Marks for any other purpose nor allow his or her employer or any associated corporate entity to represent itself in entirety as an AHPAS member. Additionally, the marks should not be used to imply endorsement from the AHPAS, whether of the individual or any content, nor should the marks be used for commercial purposes.   
  3. Any reference by Member to the AHPAS Site, including but not limited ahpas.com.au, shall include a link to such website and any reference by Member to statistics, reports or other materials produced and/or owned by AHPAS shall include a reference to any and all of AHPAS’s copyright or other ownership interest in the same.
  4. Member shall not have the right to sublicense, authorize or enter into agreements with other persons, firms, entities or corporations granting to any of them the right to use the Marks or any other property owned by AHPAS.
  5. Unless terminated as provided below, Member’s right to use the Marks in accordance herewith shall terminate upon termination of Member’s membership in AHPAS for whatever reason.
  6. Member’s right to use the Marks in accordance herewith may be terminated by AHPAS in the event AHPAS determines, in its sole and absolute discretion, that Member has failed to comply with the terms and conditions set forth herein.  In the event of termination, Member shall discontinue use of the Marks within three (3) days of the date of such termination.
  7. Member acknowledges and agrees that AHPAS is the sole owner of the Marks and Member is estopped from claiming any ownership rights in the Marks or otherwise use any trademarks or service marks that are the same or similar to the Marks.
  8. In the event Member becomes aware of
    • any use by third parties that infringes on the Marks, or
    • any claims by third parties against Member’s use of the Marks, Member shall notify AHPAS of such infringement, claim, suit or demand.
  9. Member agrees to defend, indemnify and hold AHPAS, its officers, directors, employees, agents, representatives, successors and assigns, harmless against all losses, damages or expenses of whatever form or nature, including reasonable attorney’s fees and other costs of legal defence, whether direct or indirect, which they, or any of them, may sustain or incur as a result of Member’s use of the Marks.

Online Payment Terms & Conditions

By accessing or using AHPAS’s online payment service, Member agrees to be bound by all applicable terms and conditions. AHPAS may modify the terms and conditions at any time, with or without notice.

The AHPAS online payment service is provided to Member to facilitate payment of dues, sponsorships and other products and services. Member will receive a confirmation once payment has been received. The AHPAS utilizes a third-party service to process payments.

AHPAS will not be liable for any deficiencies in the accuracy, completeness, availability, privacy, security or timeliness of payment information sent via this online payment service. AHPAS will not be liable for any damages of any kind arising from the use of this online payment site, including, but not limited to, direct, indirect, incidental, consequential, exemplary, and punitive damages. AHPAS will not be liable for any breach of Member’s personal or credit card information resulting from the interception of such information during its transmission to AHPAS. Member expressly agrees that its use of this service is at Member’s sole risk. Member agrees that it will not intentionally provide false information when accessing or using the AHPAS’s online payment service.

AHPAS is committed to Member’s privacy and will not distribute information sent via this service to third parties. AHPAS’s finance and membership departments alone have access to data collected and will not store any personally identifiable information, including credit card information.

Automatic Renewal Authorization

By subscribing as a member, automatic renewal option is activated.  Member accepts these terms and conditions authorizing AHPAS to charge the credit card or debit the debit card account that Member has specified in the amount of the balance due as part of Member’s AHPAS membership. Member agrees that the payment card specified by Member for automatic bill payments to AHPAS is, and will continue to be, an account that Member owns, and that Member will maintain sufficient availability under Member’s credit card limit, or sufficient funds in the account linked to Member’s debit card, as applicable, to pay Member’s AHPAS bill. The automatic charge to Member’s credit card or debit to Member’s debit card account will occur within two business days of the start of the new membership term. Once the payment has been processed, Member will receive an electronic (email) notification that payment has been applied to Member’s card for the sum of Member’s membership dues from the AHPAS.
These terms and conditions will constitute Member’s copy of Member’s automatic renewal authorization to AHPAS. Member should print and retain a copy of this automatic renewal authorization for Member’s records.

Automatic Renewal Cancellation

Members may cancel their automatic renewal authorization to AHPAS at any time through the Member’s profile on www.ahpas.com.au or by contacting AHPAS Customer Service. Members who were charged an automatic renewal fee may request a refund of that fee for up to 30 days from the date of payment. However, Member acknowledges and agrees that he or she must pay membership fees for any renewal terms via check or online payment to continue membership. 

Disclaimers; Limitation of Liability

THE AHPAS SITE, AHPAS CONTENT AND ANY OTHER GOODS OR SERVICES PROVIDED BY AHPAS ARE PROVIDED “AS IS” AND THERE ARE NO WARRANTIES, CONDITIONS, GUARANTIES OR REPRESENTATIONS MADE BY AHPAS WITH RESPECT TO THE FOREGOING, WHETHER EXPRESS OR IMPLIED, IN LAW OR IN FACT, ORAL OR IN WRITING. FURTHERMORE: (a) AHPAS MAKES NO WARRANTY THAT THE AHPAS SITE OR AHPAS CONTENT, AND ACCESS THERETO, WILL BE UNINTERRUPTED, SECURE OR ERROR FREE; (b) MEMBER’S USE OF THE AHPAS SITE AND AHPAS CONTENT, AND MEMBER’S RELIANCE THEREON, IS AT MEMBER’S OWN RISK; (c) AHPAS MAKES NO WARRANTY, EXPRESS OR IMPLIED, AS TO THE ADEQUACY, TRUTH, COMPLETENESS, ACCURACY OR TIMELINESS OF AHPAS CONTENT, AND; (d) AHPAS EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
UNDER NO CIRCUMSTANCES SHALL AHPAS OR ITS ADVERTISERS, VENDORS, PRODUCT OR SERVICE PROVIDERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAHPASGES THAT RESULT FROM, OR ARISE OUT OF MEMBER’S MEMBERSHIP IN AHPAS, THE USE OF, OR INABILITY TO USE, THE AHPAS SITE OR AHPAS CONTENT. THIS LIMITATION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF AHPAS OR ITS ADVERTISERS, VENDORS, PRODUCT OR SERVICE PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAHPASGE. AHPAS’S MAXIMUM LIABILITY TO ANY MEMBER SHALL BE THE AMOUNT OF THE MEMBERSHIP DUES PAID BY MEMBER TO AHPAS IN THE TWELVE MONTHS PRECEDING THE MEMBER’S CAUSE OF ACTION. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, AHPAS AND ITS ADVERTISERS, VENDORS, PRODUCT OR SERVICE PROVIDERS LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED AS MUCH AS PERMITTED BY THE LAW OF SUCH JURISDICTION.

 

Terms of use

[last updated August 2020]

By using this website you are agreeing to be automatically bound by these terms and conditions, including our privacy policy. We encourage you to carefully read and understand these terms before using the website or any of our services.  If you don’t agree, your remedy is to stop using our website. 

We may update our terms from time to time and the new provisions will apply from the date they are updated. The terms can be accessed at www.AHPAS.com.au 

Feedback, comments or complaints

If you have any questions, please contact admin@ahpas.com.au and we will usually respond to all enquiries within two business days.

No unlawful or prohibited use 

As a condition of your use of this website, you warrant that you will not use this website for any purpose that is unlawful or prohibited by these terms and conditions. You may not use this website in any manner which could damage, disable, overburden, or impair this website or interfere with any other party’s use and enjoyment of this website. You agree not to hack into areas of this website that are not intentionally made available to you.

You expressly agree not to:

  • use the website as a lead generation tool for the benefit of your own business, or to manufacture “lists” in order to help your own business, without our prior approval
  • engage in any internal or external spamming, or other similar actions
  • engage in any unlawful or immoral acts, or acts which are in violation of these terms and conditions
  • decompile, reverse engineer, or try to copy or imitate the website or underlying content

Links disclaimer

This website may contain links to other websites (Linked Sites). The Linked Sites are not under our control and we are not responsible for the contents of a Linked Site. We are not responsible for any form of transmission received from any Linked Site. Links are provided to you only as a convenience, and the inclusion of any link does not imply our endorsement of the website, or any association with its operators. 

Australian Health Practitioners Advisory Services Pty Ltd

AHPAS is a doctors-only networking and communication platform. Through AHPAS event registration or AHPAS site registration, you may receive an invite from the content presenters to connect with them on AHPAS.

Copyright, Trademarks and other Intellectual Property 

Australian Health Practitioners Advisory Services Pty Ltd owns the intellectual property rights in the contents of this website, or has permission to use or display the material on this website. You may not use, copy, display, distribute, modify, translate, reformat, incorporate into advertisements and other works, promote, create derivative works, or in any way exploit or allow others to exploit any of our website content in whole or in part except as expressly authorised by us. Please contact admin@ahpas.com.au if you require permission to reproduce any of the contents of this website. 

Images subject to copyright may include attribution to the creator and or reference to the source. Any images, item descriptions or written content posted on this website by third parties are the responsibility of those third parties and may be subject to copyright. You must seek permission from the third party before using any of their content. 

The names of actual companies and products mentioned on this website may be the trademarks of their respective owners. You should seek permission of the owners directly before use. 

Permission

You may access, download, or print material from the website for your personal use only. Sharing without prior permission is expressly prohibited. You are not permitted to use our copyright material for commercial profit of any sort. This means you cannot resell our services or copyright material without our express written permission.  You agree not to change or delete any copyright or proprietary notice from materials downloaded from this website or any site accessible through this website. 

Except as otherwise expressly granted to you in writing, we do not grant you any other express or implied right or license to our website content or our intellectual property. 

Copyright infringement

If you believe that there is material on our website that infringes third party intellectual property rights, please contact admin@ahpas.com.au with sufficient information to enable us to determine who is the owner of the intellectual property and to form the reasonable belief that there has been an infringement, then we will remove it from our website. 

Be aware that you may be subject to liability if you knowingly make any misrepresentations when providing information to us.

Security

AHPAS has SSL certification with regular backups of the WordPress site and plugins. We make efforts to maintain the security of our website. However, we do not guarantee the security of the website, our records, or your content. We disclaim all liability for any computer virus or technological problems that we do not intentionally cause or that is beyond our control. You are encouraged to install and maintain up-to-date security software on your computer.

Continuous accessibility to the website is dependent upon third party services. As a result, the website may be inaccessible from time to time. 

Limitation of liability

We will not be liable to you or any other person or entity for any damages whatsoever arising as a result of your use of this website in any way, subject to the requirements of Australian Consumer Law. 

Where warranties are implied by law, you acknowledge and agree that the total aggregate liability to us is limited at our discretion to the provision of those services again, or to a refund equal to the total amount paid by you for the particular services that are the subject of the cause of action, even if those services were provided to you without cost.

This limitation of liability applies to the fullest extent permitted by law, and shall survive any termination or expiration of this agreement or your use of this website or the services found on this website.

Indemnity 

You agree to indemnify and defend us from any claims, damages, liabilities, costs, or expenses (including without limitation court costs, collection costs, and reasonable legal fees) related to:

  • any content you post via this website
  • your unauthorised use of this website, or products or services included or advertised on this website
  • your breach of these terms and conditions.

Applicable law

This agreement is governed by the laws of Queensland, Australia and you consent to the exclusive jurisdiction and venue of courts in that State or the Federal Courts within Australia, in all disputes arising out of or relating to the use of this website. 

You may provide notice to us through the contact us page or otherwise by email addressed to ‘the Directors’ and sent to admin@ahpas.com.au.  We may provide notice to you via email or other electronic means. 

Use of this website is unauthorized in any jurisdiction that does not give effect to all provisions of these terms of use, including without limitation this paragraph. If you are resident in a jurisdiction where the use of this website is unauthorized, it is your responsibility to stop using this website.  It is not intended for this website to be used by individuals in the EU.

Relationship 

You agree that no joint venture, partnership, employment, or agency relationship exists between you and us as a result of this agreement or use of this website. 

Our performance of this agreement is subject to existing laws and legal process. Nothing contained in this agreement can be used to inhibit our right to comply with governmental, court and law enforcement requests or requirements relating to your use of this website, or with regard to information provided to or gathered by us with respect to your use. 

Validity 

If any part of these terms and conditions is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the terms and conditions will continue in effect.

These terms and conditions together with our privacy policy form the entire agreement between you and us in respect of your use of this website. End. 

 

Contents

 

1.     Preliminary

2.     Company

3.     Guarantee of Members

4.     Objects of the Company

5.     Legal scope of the Company’s powers

6.     Income and Property

7.     Membership

8.     Rights and Obligations of Members

9.     CEO

10. Financial reports and audits

11. General meetings

12. Alternate Directors Emeritus Vice President

13.  Directors Renumeration

14. Confidentiality

15. Indemnity

16. Notices

17. Amendments to Constitution  

 

 

 

 

 

 

 

 

 

 

Corporations Act 2001 (Cth)

A Company limited by guarantee

 

Constitution of Australian Health Practitioners Advisory Solutions (ACN 642 887 714)

 

1.    Preliminary

1.1             Replaceable rules

 

All of the replaceable rules set out in the Act which the Company is entitled to displace, are displaced by the rules set out in this Constitution.

 

1.2             Definitions

The following expressions in this Constitution have the meaning below:

(a)  Act means the Corporation Act 2001(Cth) or any statutory modification, amendment or re-enactment in force and any reference to any section, part or division is to that provision as so modified, amended or enacted;

(b) Auditor means the auditor for the time being of the Company;

(c)  Board means the Directors of the Company and the various Board of Peers engaged by the Company

(d) CEO means the Chief Executive Officer of the Company, from time to time, appointed by the Directors under rule __ .

(e)  Company means Australian Health Advisory Services Pty Ltd CAN 642 887 714

(f)   Constitution means this constitution of the Company and any supplementary, substituted or amended constitution for the time being in force;

(g) Director means any person formally and lawfully appointed as a director of the Company;

(h) Members means the person who for the time being are members of the Company means and whose names are entered in the Register as members, Members means any one of them and membership has a corresponding meaning;

(i)   Office means the registered office from time to time of the Company;

(j)   Register means the register of Members of the Company to be kept in accordance with the Act;

(k) Secretary means any person appointed to perform the duties of a secretary of the Company; and

1.3             Interpretation

(a)  Words importing the singular include the plural and vice versa.

(b) Words importing a gender include any gender.

(c)  Words or expressions defined in the Act have those meanings.

(d) Except so far as the contrary intention appears in this Constitution, an expression has, in a provision of these rules that deals with a matter dealt with by a particular provision of the Act, the same meaning as in that provision of the Act.

(e)  Headings are for convenience only, and do not affect interpretation

(f)   A reference to:

                                                                                     i.      a party includes its administrator, successors, substitutes by novation, and assigns;

                                                                                   ii.      any legislation includes legislation varying consolidating or replacing that legislation and includes all regulations or other instruments issued under that legislation;

                                                                                iii.      a person includes a body incorporated or unincorporated, partnership or any legal entity;

                                                                                 iv.      a document or agreement, or a provision of a document or agreement, is to that document, agreement or provision as amended, supplemented, replaced or novated; and

                                                                                   v.      a reference to “in writing” includes electronic transmission.

2.    Company

2.1             Company Limited by guarantee

The Company is a company limited by guarantee pursuant to the Act.

2.2             Shares and Share Capital

(a)  (Directors power to issue shares). The directors may be resolution issue shares in the company to such persons as they think fit, on such terms as they think fit and for such subscription prices as they think fit.  Such shares may be issues as fully paid or partly paid and the directors may fix such terms as to the payment of call where the shares are partly paid as the directors think fit. 

(b) (Application for allotment).No shares shall be issued unless the company has received an application for allotment from the allottee dully signed specifying the number of shares applied for, the subscription price and a statement to the effect that the allottee will be bound by the terms of this Constitution if the shares applied for or in portion thereof are allotted to him, her or it.  Unless otherwise directed by the directors an application for allotment must be accompanied by a cheque or cash or such other consideration representing the subscription price for the shares

(c)  (Preference shares). Subject to the Corporations Act, the company may issue preference shares, including redeemable preference shares.

(d) (Class of shares). The directors may issue shares of any particular class and attach rights in respect of those shares as part of the terms upon when they are allotted.  The holders of those shares shall thereafter be entitled to the enjoyment and benefit of those rights. 

(e)  (Variation of class rights). The rights attaching to any class of shares so issues may only be varied with the consent in writing of the holders of three-quarters of the issued shares of that class, or with the sanction of a special resolution passed at a separate general meeting fo the holders of the shares of that class. 

(f)   (Meetings of class shareholders). The provisions of this Constitution relating to general meetings shall apply so far as they are capable of application and mutatus mutandis to every such separate meeting except that:

                                                                         i.      If there are two or more holders of shares of the class, a quorum shall be constituted by two person who between them hold or represent by proxy one-third of the issued shares of the class;

                                                                       ii.      If there is only one person holding shares of the class, a quorum shall be constituted by that person; and

                                                                    iii.      Any holder of shares of the class represent in person or by proxy may demand a poll

(g) (Issue or further shares of a class to be deemed variation of class rights).The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall, unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied by the creation or issue of further share ranking equally with the first mentioned shares. 

(h) Alteration of share capital).  The company may be resolution in accordance with the Corporation Act convert all or any of its shares into a larger or smaller number of shares.  The Cancellation of such shares will constitute a reduction of capital. 

2.3             Dividends

(a)  (Directors may fix dividends).  Subject to paragraph (c) of this clause, the directors may as they think fit and from time to time from profits available determine that a dividend is payable and fix:

                                                                                     i.      the amount; and

                                                                                   ii.      the time for payment;

                                                                                iii.      the method of payment;

                                                                                 iv.      whether the dividend is fully franked, partly franked or unfranked

The method of payment may include the payment of cash, the issues of shares, the grant of options and transfer of assets.

(b) (Interest-Section 254U(2)-a replaceable rule). Interest is not payable on a dividend.

(c)  (Corporations Act-Section 254 T).  Notwithstanding a paragraph (a) of this clause, a dividend may only be paid out of profits of the company. 

(d) (Special rights to dividends). Subject to the rights of person (if any) entitled to shares with special rights as to dividend, all dividends shall be declared and paid according to the amounts paid or credited as paid on the shares in respect of which the dividend is paid.

(e)  (Appointment of dividends). All dividends shall be apportioned and paid proportionately to the amounts paid or credited as paid on the shares during any portion or portions of the period in respect of which the dividend is paid, but, if any share is issued on terms providing that it will rank for dividend as from a particular date, that share shall rank for dividend accordingly. 

(f)   (Deduction from dividends). The directors may deduct from any dividend payable to a member all sums of money (if any) presently payable by the member to the company on account of calls or otherwise in relation to the shares held by that member in the company. 

2.4             Payments

(a)  Any dividend, interest or other money payable in cash in respect of shares may be paid by cheque sent by prepaid post directed to:

                                                                         i.      The address of the holder of those shares as shown in the register of members or in the case of joint holders, to the address shown in the register of members as the address of the joint holder first names in the register of members; or

                                                                       ii.      To such address as the holder or joint holders in writing directs or direct. 

(b) Receipts-any one or two or more joint holders may give effectual receipts for any dividends, interest or other money payable in respect of the shares held by them as joint holders. 

3.    Guarantee of Members

In the event that the Company is wound up, each member (except an Honorary Member or an Associate member) undertakes to contribute a maximum of $10 to the company for payment of:

(a)  The debts and liabilities of the Company;

(b) The cost, charges and expenses of any winding up; and

(c)  The adjustment of the rights of members amount themselves

While the Member is a member or within one (1) year after the Member ceases to be a Member. 

4.    Objects of the Company

(a)  To provide education, peer support and advocacy for healthcare professionals in Australia

(b) To maintain and honour the interest of all healthcare professionals in Australia

(c)  To form fellowship among members of the healthcare profession in Australia and medium through which their opinions can be ascertained or expressed in appropriate and needed forums

(d) To advance the general and social interest of the healthcare profession

(e)  To settle disputed points of medicolegal issues in the subject area of finance, law and politics and to decide questions of professional standards and courtesy

(f)   To create and maintain valued tradition and integrity of the healthcare profession promoting unity and collaboration

(g) To consider originate and promote improvements in law relating to healthcare profession or to the medical and or associated sciences and to support oppose or petition Parliament about those laws and to take steps and proceedings as may be necessary; and

(h) To do any other lawful things that are incidental to and conducive of promoting, protecting and advancing interests of the healthcare professionals including providing platforms for innovation, peer support and flexible networking options

5.    Legal Scope of the Company’s powers

Subject to rules _, _,_ and _ in pursuing the objects of the Company, the Company has both within Australia and outside Australia, the legal capacity of a natural person and all the powers provided by the Act. 

6.    Income and Property

A percentage of income and property under the control of the Company will be allocated as deemed appropriate by shareholders of Company towards the promotion and achievement of the objects of the Company as set out in this Constitution.  Portions will be paid or transferred directly and indirectly by ways of dividend to the Members of Directors, however not in detriment of achieving the goals and aspiration of this Company. 

7.    Membership

7.1             Number of Members

There must be at least one (1) Member.

7.2             Application for Membership

(a)  Every person wishing to be a Member of the Company (excluding Honorary Members and Associate Members) must apply for Membership in writing addressed to the Company through the Company website application form

(b) The Directors must consider an application for membership of the Company and, if the Directors admit a person to membership, that person will be a Member of the Company and will be bound by this Constitution.  The decision of the Directors regarding admission to membership is final. 

(c)  Any person becoming a Member of the Company must pay to the Company the then current membership fee(If any).

7.3             Register of Members

(a)  Each Member is required to provide to the Company details of an address in Australia where the Company can send notices

(b) If a Member fails to provide an address in accordance to rule 7.6(a), the address of the Member is deemed to be the Office. 

7.4             Membership Fees

(a)  Each Member(excluding Student Members and Honorary Members) must pay an annual membership fee as designated on website

(b) The Board may, in its discretion on written application from a Member, reduce or waive the membership fee in any year

(c)  The amount of Membership fee will be determined by the Board each year and maybe a different amount in subsequent years

(d) If any membership fee of a member remains unpaid, the Member will be debarred from all privileges of membership

7.5             Cessation of Membership

(a)  A member ceases to be a member if they:

                                                             i.      Die;

                                                           ii.      Resign in writing effective from the latter of the date of the notification or the date specified in the notification of resignation

                                                        iii.      Are convicted of an indictable offence; or

                                                         iv.      Are a corporate entity and have a receiver or a receiver and manager, administrator, liquidator or equivalent person appointed in relation to its assets or part of its assets or a resolution is passed or it takes or has taken against it any action having the effect of winding up.

(b) The Board may terminate the membership of a person if:

                                                             i.      The person fails to pay membership fees by the due date for payments

                                                           ii.      If the Board becomes aware that a member has ceased to meet the eligibility requirements to be a member of the company or has failed to observe the principles stated in the AHPAS Code of Ethics and or the Declaration of the Geneva Convention.

                                                        iii.      If the Board by a 75% majority vote of those Directors present at the meeting resolve to expel, fine, suspend or censure a Member on the ground that the conduct of the member:

1.     Is detrimental to the honour and or interest of the healthcare profession or of the Company or is calculated to bring the profession or the Company into disrepute or contempt;

2.     Has contravened the custom of the healthcare profession

3.     Has contravened the AHPAS Code of Ethics as published from time to time; or

4.     The Member refused to comply with this Constitution or refused to comply with or has committed a breach of the provisions of this Constitution;

At least twenty-one(21) days’ written notice of a motion to expel, fine, suspend or censure a Member must be given to the member setting out details of the alleged conduct.  The Member must be given an opportunity to address the Board either orally in presentation of no more then 15 minutes or in writing in a submission of no more then 1,000 words.  The decision of the Directors having considered the submissions of the member is final. 

8.    Rights and Obligation of Members

Amount of fees and subscriptions payable

Annual/monthly membership fees are due upon acceptance of terms and condition and membership

9.    Appointment of CEO

The Board may appoint a CEO either for a specified term or without specifying a term.  The CEO must not also be a Director or a Member. 

10.                       Financial Reports and Audits

10.1        Company must keep financial records

The Company must keep written financial records that:

(a)  Correctly record and explain its transactions (including transactions undertaken as trustee) and financial position and performances; and

(b) Would enable true and fair financial statements to be prepared and audited,

and must allow a Director and the Auditor to inspect those records at all reasonable times. 

10.2        Financial Reporting

The Company must cause the Company’s financial report and a director’s report that comply with the Act and must report to Members in accordance with the Act no later than the deadlines set by the Act.  

10.3        Audit

The Company must cause the Company’s financial report for each financial year to be audited and obtain an auditor’s report.  The eligibility, appointment, removal, remuneration, rights and duties of the Auditor are regulated by the Act. 

10.4        Conclusive reports

Audited financial reports laid before the Company in general meetings are conclusive except as regards errors notified to the Company within three (3) months after the relevant general meeting.  If the Company receives notices of an error within that period, it must immediately correct the report and the report as corrected is then conclusive. 

10.5        Inspection of financial records and books

A Member, who is not a Director, does not have any right to inspect any document of the Company except as authorised by the Company or as specified in the Act. 

11.                       General meetings

11.1        Annual General Meetings

An annual general meeting of the Company must be held in accordance with the provisions of the Act. 

11.2        Convening of meetings by members

The Directors must call and arrange to hold a general meeting upon the requisition of the Members, if required to do so under the Act. 

11.3        Notice of general meeting

(a)  The Secretary must give notice of a general meeting, at least twenty-one (21) days before the date fixed for the holding of a general meeting. 

(b) A notice of a general meeting may be given by any form of communication permitted by the Act.  The notice must specify the place, the day and the hour of meeting and if the meeting is to be held in two(2) or more places, the technology that will be used to facilitate the meeting, the general nature of the business to be transacted and any other matters as are required by the Act. 

(c)  The accidental omission to give notice of any general meeting to, or the non-receipt of a notice by, a person entitled to receive notice does not invalidate a resolution passed at the general meeting. 

 

11.4        Quorum at general meetings

(a)  Business may not be transacted at a general meeting unless a quorum of Members is present at the time when the meeting proceeds to business.  Expect as otherwise set out in the Constitution, nine (9) Ordinary Members of the Company present in person is a quorum. 

(b) If a quorum is not present within half an hour from the time appointed for the meeting or a longer period allowed by the chair, one of the following procedures must be followed:

                                                             i.      If the meeting was convened on the requisition of Members-it must be dissolved;

                                                           ii.      If the meeting is convened otherwise-it must stand adjourned to the same day in the next week at the same time and place or to another day and at another time and place determined by the Directors. 

(c)  If a meeting has been adjourned to another time and place determined by the Director, not less then 7 days’ notice of the adjourned meeting must be given in the same manner as in the case of the original meeting. 

(d) If at the adjourned meeting a quorum is not present within half an hour after the time appointed for the meeting, the meeting must be dissolved.

 

 

 

12.                       Alternate Directors and Emeritus Vice Presidents

(a)  The Company may appoint Ordinary Members whom the Company considers worthy because of their services to the Company to the honorary office of Emeritus Vice President. 

(b) The Emeritus Vice President acts as requested by the President

(c)  The Emeritus Vice President is not a member of the Company and is not otherwise involved in managing the affairs of the Company or in deciding or implementing policy or rules of the Company. 

(d) An Emeritus Vice President holds office for life unless:

                                                             i.      They cease to be a member;

                                                           ii.      They resign in writing from the position of Emeritus Vice President; or

                                                        iii.      They are removed by special resolution of the Company

13.                       Directors Remuneration

13.1        Directors fees

The Director must not be paid fees for their services as a director, unless the Company in general meeting resolves that director should be paid director’s fees and the amount of those director’s fees. 

13.2        Payment of extra services

A Director who is called upon to perform extra services or to make a special exertion or to undertake executive or other work for the Company beyond the Director’s ordinary duties may be paid fees for those additional services, exertions or work. 

14.                       Confidentiality

Except with the Company’s written consent no Member or Director may publish or be involved in communicating or publishing in any publication (including in any electronic form):

(a)  Any communication between that Member or any other Member and the Company, the Board or a Committee of the Company where the communication relates to a matter under consideration by or has been submitted for the consideration of the Company, the Board or a Committee or the Company; or

(b) Any rule, minute, decision or proceeding of the Company, the Board or a Committee of the Company.

 

15.                       Indemnity

15.1        Definitions

For the purposes of the Constitution:

(a)  Officer means a Director, member of a Committee, a Secretary, an officer as defined by the Act, or the Chief Executive Officer; and

(b) Legal Proceedings means any claim, action, suit or demand, enquiry, Royal Commission or other regulatory investigation, whether civil or criminal, which relates to or arises in connection with the Officer being an officer of the Company or the employment of the Officer with the Company. 

 

15.2        Indemnity

Every Officer and past Officer(with the exception of any auditor) of the Company is indemnified by the Company to the fullest extent permitted by law against a liability incurred by that person as an Officer of the Company or a subsidiary of the Company, including without limitation legal costs and expenses incurred in participating or being involved in or in defending Legal Proceedings. 

15.3        Insurance Premiums

The Company may pay the premium on a contract insuring a person who is or has been an Officer of the Company under Rule 15.2

16.                       Notices

16.1        Notices by the Company

A notice is properly given by the Company to a person if it is:

(a)  In writing signed on behalf of the Company (by original or printed signature);

(b) Addressed to the person to whom it is to be given; and

(c)  Either;

                                                                         i.      Delivered personally

                                                                       ii.      Sent by pre-paid mail (by airmail, if the addressee is overseas) to that person’s address; or

                                                                    iii.      Sent by fax to the fax number (if any) nominated by that person; or

                                                                     iv.      Sent by electronic message to the electronic address (if any) nominated by that person.

16.2        Overseas members

A member whose registered address is not in Australia may notify the Company in writing of an address in Australia to which notices may be sent. 

16.3        When notice is given

A notice to a person by the Company is regarded as given and received;

(a)  If it is delivered personally or sent by fax or electronic message:

                                                             i.      By 5pm (local time in the place of receipt) on a business day-on that day; or

                                                           ii.      After 5pm (local time in the place of receipt) on a business day, or on a day that is not a business day-on the next business day; and

(b) If it is sent by mail:

                                                             i.      Within Australia-three (3) business days after posting; or

                                                           ii.      To a place outside Australia-7 business days after posting

A certificate in writing signed by the Director or Secretary stating that a notice was sent is conclusive evidence of service.

 

16.4        Notices to lost members

If:

(a)  On two (2) or more consecutive occasions a notice served on a Member in accordance with this rule is returned unclaimed or with an indication that the Member is not known at the address to which it was sent; or

(b) The Board believes on other reasonable grounds that a Member is not at the address shown in the Register or notified to the Company under Rule 16/2,

the Company may give effective notice to that Member by exhibiting the notice at the Company’s Office for at least 48 hours.  This rule ceases to apply if the Member gives the Company notice of a new address. 

16.5        Electronic communication

If a Member nominates to receive documents by electronic means, the Company may provide the Member with such documents in accordance with the Act.  If a document is sent electronically by 5pm on a business day the recipient is taken to have received the notice on that business day.  

17.                       Amendment to Constitution

The Constitution cannot be amended, varied or replaced without a special resolution of the Members.