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ACACA Memorandum of Association

Australasian Committee of Chief Executive Officers of
Curriculum, Assessment and Certification Authorities

As adopted 18/8/91; amended 14/8/99

The name of the Association is the ‘Australasian Committee of Chief Executive Officers of Curriculum, Assessment and Certification Authorities’.

Definitions

‘Chief Executive Officer’ means the person whosoever titled appointed to exercise chief executive powers on a full-time basis on behalf of a curriculum assessment and certification authority for the final year of schooling.

Words in the singular include the plural and words in the plural include the singular; ‘the Association means the Australasian Committee of Chief Executive Officers of Curriculum, Assessment and Certification Authorities’.

The objects for which the Association is established are:

Solely for the purpose of carrying out the aforesaid objects and not otherwise the Association shall have the following powers:

The income and property of the Association whencesoever derived shall be applied solely towards the promotion of the objects of the Association as set forth in this Memorandum of Association.

The liability of the members is limited.

Every member of the Company undertakes to contribute to the assets of the Association in the event of the same being wound up during the time that he is a member or within one year afterwards for payment of the debts and liabilities of the Association contracted before the time at which he ceased to be a member and of the costs charges and expenses of winding up the same and for the adjustment or the rights of the contributories amongst themselves such amount as may be required not exceeding the sum of Ten dollars ($10.00).

If, upon the winding up or dissolution of the Association there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall be given or transferred to such one or more curriculum, assessment and certification authority as shall be determined by the Members of the Association at or before the time of dissolution.

True accounts shall be kept of the sums of money received and expended by the Association and the matter in respect of which such receipts and expenditure takes place and of the property, credits and liabilities of the Association, and subject to any reasonable restrictions as to the time and manner of inspecting the same that may be imposed in accordance with the articles of the Association for the time being in force, shall be open to the inspection of members.


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Articles of Association
of Australasian Committee of Chief Executive Officers of
Curriculum, Assessment and Certification Authorities

As at 18/8/91

The number of members with which the Association proposes to commence is eight (8) each being a Chief Executive Officer (as defined in the Memorandum) but an increase in the number of members may at any time be sanctioned by the Association in general meeting.

The Association is established for the objects set forth in the Memorandum of Association.

In the interpretation of these Articles except where excluded by the context:-

Cessation of Membership

Any member desiring to resign from the Association shall give one (1) month’s notice to that effect in writing to the Chairman.

A person shall cease forthwith to be a member upon ceasing to be a Chief Executive Officer of an authority whose Chief Executive Officer is entitled to membership.

A person who ceases to be a member shall upon cessation of membership pay the Association any overdue subscription.

Financial Contributions

Any subscription payable by members shall be that fixed from time to time by the Association in general meeting. Any resolution to alter the subscription need be an ordinary resolution only of which notice has been given.

Any unpaid subscription becomes overdue three calendar months after the date fixed by resolution of the Association for its payment.

General Meeting

An annual general meeting of the Association shall be held in conjunction with the annual Conference of ACACA and such meeting shall be held at such time and place as is determined by the Chairman.

The Chairman shall on the requisition of not less than fifty (50%) per centum in number of the members of the Association call an extraordinary general meeting.

The requisition for an extraordinary general meeting shall state the objects of the meeting and shall be signed by the requisitionists and deposited with the Chairman.

If the Chairman does not within twenty-one (21) days after the deposit of the said requisition proceed to convene an extraordinary general meeting the requisitionists may in the same manner as nearly as possible as that in which any meetings are to be convened by the Chairman, convene a meeting, but a meeting so convened shall not be held after the expiration of three (3) months from the said date of deposit of the said requisition.

Twenty-eight (28) days’ notice at least, exclusive of the day on which the notice is served or deemed to be served, but inclusive of the day for which the notice is given, specifying the place, day and the hour of the meeting and in the case of special business the general nature of that business, shall be given to such persons as are entitled to receive notices from the Association.

All business shall be special that is transacted at an extraordinary general meeting and also all that is transacted at a general meeting with the exception of the consideration of accounts, balance sheets, the report of the Chairman and the Auditor (if any) of the Association, the election of Office Bearers in the place of those retiring and the appointment and fixing of the remuneration (if any) of the Auditor.

Proceedings at General Meetings

No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business. Subject to this Article seventy-five (75%) per centum in number of the members of the Association at the time the meeting is held present in person or by duly appointed representative and entitled to vote shall constitute a quorum, provided that the number of members then present in person shall be not less than thirty three (33%) per centum in number of the members of the Association at the time.

If within thirty (30) minutes from the time appointed for the meeting a quorum is not present the meeting shall stand adjourned to 2:30 p.m. on the same day and if no quorum is then present shall be dissolved if the meeting was convened on the requisition of the members and if not shall stand adjourned until the same day in the next week at the same time and place or to such other day and such other time as the Chairman may determine and if at the adjourned meeting a quorum is not present within thirty (30) minutes of the time appointed for the meeting, the members present shall constitute a quorum.

The Chairman shall preside at every general meeting or in the event of his absence, or if there is no Chairman or if he is not present within fifteen (15) minutes of the time appointed for the holding of the meeting or is unwilling to act, the Deputy Chairman shall preside as Chairman of the meeting. In the event of there being no Deputy Chairman or if he is not present within fifteen (15) minutes of the time appointed for the holding of the meeting or is unwilling to act the members or is unwilling to act the members present shall elect one of their number to be Chairman of the meeting.

The Chairman may with the consent of any meeting at which a quorum is present, and shall if so directed by the meeting, adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for twenty-eight (28) days or more, notice of the adjourned meeting shall be given as in the case of an original meeting, but except for notice in that case, it shall not be necessary to give any notice of adjournment or of the business to be transacted at an adjourned meeting.

(a) At any general meeting a resolution put to the vote of the meeting shall be decided on the show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded either by the Chairman or by at least three (3) members present in person or by proxy.
(b) Unless a poll is so demanded a declaration by the Chairman that a resolution has on a show of hands been carried unanimously or carried by a particular majority or lost or not carried by a particular majority and an entry to that effect in the book containing the minutes of proceedings of the Association shall be conclusive evidence of the fact without particulars of the number or proportion of the votes recorded in flavour of or against the resolution.
(c) The demand for a poll may be withdrawn.

If a poll is duly demanded it shall be taken in such manner of either at once or after an interval or adjournment or otherwise as the Chairman directs and the result of the poll was demanded, but a poll demanded on the election of a Chairman or on a question of adjournment shall be taken forthwith.

In the case of an equality of votes, whether on a show of hands or on a poll, the Chairman of the meeting at which the show of hands takes place or on which the poll is demanded shall be entitled to a second or casting vote.

At any general meeting each member entitled to vote may vote in person or by proxy or attorney and on a show of hands or on a poll every member present has one vote on his own behalf and one vote for each member he represents. Any proxy or attorney appointed as aforesaid must be a member of the Association.

No objection shall be raised to the qualifications of any voter except at the meeting or adjourned meeting at which the vote objected to is given or tendered and every vote not disallowed at such meeting shall be valid for all purposes. Any such objection made in due time shall be referred to the Chairman of the meeting whose decision shall be final and conclusive.

The instrument appointing a proxy shall be in writing or in the common or usual form under the hand of the appointer or his attorney duly authorised. The instrument appointing the proxy shall be deemed to confer authority to demand or join in demanding a poll.

Where it is desired to afford members an opportunity of voting for or against a resolution the instrument appointing a proxy shall be in the following form or a form as near thereto as circumstances admit:-

‘Australasian Committee of Chief Executive Officers of Curriculum, Assessment and Certification Authorities I

of

being a member of the Australasian Committee of Chief Executive Officers of Assessment and Certification Authorities (‘the Association’) hereby appoint

of

as my proxy to vote for me and on my behalf at the Annual/Extraordinary General Meeting of the Association to be held on the day of 19 and at any adjournment thereof.

Signed this day of 19

This form to be used *in favour of/against the resolution(s) following:-

*strike out whichever is not desired. (Unless otherwise instructed the proxy may vote as he thinks fit.)

The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed shall be deposited with the Secretary not less than fifteen (15) minutes before the time for holding the general meeting or adjourned general meeting at which the person named in the instrument proposes to vote or in the case of a poll not less than fifteen (15) minutes before the time appointed for the taking of the poll and in default the instrument of proxy shall not be treated as valid.

A vote given in accordance with the terms of an instrument of proxy or attorney shall be valid notwithstanding the previous death or unsoundness of mind of the principal or revocation of the instrument or of the authority under which the instrument was executed if no intimation in writing of such death unsoundness of mind or revocation of the instrument or of the authority under which the instrument was executed has been received by the attorney, proxy holder or Chairman before the commencement of the general meeting at which the instrument is used.

For the purposes of securing the widest participation in activities of the Association and the carrying out of its objects the Chairman may from time to time invite representatives of any association, organisation, Department of Government (either Federal, State or Municipal) or any group to attend a general meeting. Any such representative so invited shall have the right to attend that general meeting and the right to take part in all discussions thereat but shall not be entitled to vote.

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Proceedings

The Chairman may appoint a Secretary and the members shall engage all such employees as they may consider necessary and shall regulate their duties and fix their salaries.

The Chairman shall cause minutes to be made of:

(a) all appointments of officers;
(b) the names of members present at all meetings;
(c) all proceedings at meetings.

The minutes referred to in the immediately preceding paragraph shall be signed by the Chairman of the meeting at which the proceedings were held or by the Chairman of the next succeeding meeting.

The meeting of members may delegate any of its powers to subcommittees upon such terms and conditions as may be seen fit and may fix the quorum for meetings of any such subcommittee. A member of any such subcommittee need not be a member of the Association.

At any meeting of the Association or any subcommittee or any advisory board any or all of those entitled to attend shall be deemed to be present if they are able at all times to hear communications from and to communicate with all others entitled and present or deemed to be present by any telephone, electronic or other method. If any member be not physically present at the place at which the Chairman of the meeting is present, then the Chairman shall make a note of the names of any members connected in that communication after he has identified them each by name after hearing them speak as part of that communication or to his satisfaction recognising any message transmitted and received and those persons shall be deemed to be present at the meeting.

Provided That if there be any break or disruption in such telephonic or electronic communication so that any one or more of those present or deemed to be present cannot properly take part in the discussions then the Chairman shall adjourn the meeting until such telephonic or electronic communication be fully restored between those persons.

Office Bearers

The only officer bearers shall be the Chairman and the Deputy Chairman who shall each be elected annually at each annual general meeting or as hereinafter provided.

Office Bearers shall be members of the Association.

Election of Office Bearers

The election of the Chairman and Deputy Chairman shall either take place at the Annual General Meeting of the Association or be conducted by a prior ballot (postal or otherwise) the result of which ballot shall be declared at the Annual General Meeting of the Company. The voting for such election shall be preferential.

Candidates for election as Chairman or Deputy Chairman shall be proposed and seconded in writing by members but each nomination form shall not be valid unless it bears the written consent of the candidate to his nomination. Candidates shall state in the nomination form whether they are standing for election as Chairman or Deputy Chairman. Such nominations and consents need not be on the same piece of paper and separate pieces shall together be taken to form such nomination or consent.

The Chairman and Deputy Chairman may hold such officer until the end of the Annual General Meeting at which the next election of office bearers takes place.

An extraordinary vacancy of the office of Chairman or Deputy Chairman may be filled before the subsequent Annual General Meeting by ballot (postal or otherwise) conducted substantially as provided above.

Accounts

The Association shall cause proper accounts to be kept with respect to:

(a) all sums of money received and expended by the Association the matter in respect of which the receipt and expenditure takes place;
(b) the assets and liabilities of the Association.

Such accounts shall be kept at the office of the Chairman of the Association, or at such other place or places as the Association thinks fit, and shall be open at all reasonable times to the inspection of the members of the Association.

The Association shall from time to time cause to be prepared and laid before the Association in general meeting such income and expenditure accounts, balance sheets and reports as are required thereby.

Auditor

One (1) or more auditors of the Association may be appointed.

Notices

A notice may be given by the Association to any member either personally or by sending it by post, courier service or facsimile to him at his registered address. Where a notice is sent by post, the notice shall be deemed to be effective by properly addressing, prepaying and posting a letter containing the notice and to have been effective in the case of a notice of a meeting on the day after its posting and in any other case at the time at which the letter would be delivered in the ordinary course of post.

a) Notice of every general meeting shall be given in any manner herein before authorised to every member of the Association.

(b) No other person shall be entitled to receive a notice of a general meeting.



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