Draft constitution authorized by the Ad-Hoc Committee in July 1985 for consideration at the 1985 Inaugural Meeting.
RULE 1 NAME
The name of the Society shall be ‘The Biological Society of the South Pacific (Incorporated).
1.1 The term 'Society' hereinafter shall be taken to mean "the Biological Society of the South Pacific", and similarly the term ‘the Council’ shall be taken to mean the Council or Executive Committee of the said Society.
RULE 2 REGISTERED OFFICE
The registered office and headquarters of the Society shall be in such place as the Council may from time to time determine.
RULE 3 OBJECTIVES OF THE SOCIETY
The object for which the Society is established is the general advancement of biological science and its application for the development of the South Pacific and for that purpose:
3.1 To foster and encourage the growth and application of such science by the dissemination of biological knowledge within the South Pacific;
3.2 To establish, uphold and advance the standards of qualification, competence and conduct of those who practice biology as a profession in the South Pacific;
3.3 To serve the public interest by acting in an advisory, consultative or representative capacity in matters relating to the science and practice of biology;
3.4 To promote honorable practice, to repress malpractice, to settle disputed points of practice and to decide on questions of professional usage and etiquette;
3.5 To advance the aims and objectives of members of the Society so far as they relate to the advancement of the science or practice of biology;
3.6 To admit any person to be a member (honorary or otherwise) of the Society upon such terms and to confer on them such rights and privileges as may be determined from time to time and to suspend, expel or remove from membership any such person;
3.7 To subscribe to, support or co-operate with any other association society or institute ,whether incorporated or not whose objects are similar to those of the Society;
3.8 To collect and circulate statistics and other information relevant to any branch of Biology;
3.9 To purchase, print, publish, issue and circulate such papers, periodicals, leaflets and other literary undertakings as may appear relevant to any of the objects of the Society;
3.10 To take any gift of property, whether subject to any special trust or not, for any- one or mote of the objects of the Society;
3.11 To take any other lawful steps to promote the progress of biology and the welfare of those engaged in its study and practice.
RULE 4 NO FINANCIAL GAINS TO MEMBERS
The income and property of the Society whencesoever’s derived shall be applied solely towards the promotion of the Society set forth in these Rules, and no portion thereof shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise howsoever by way of profit to the persons who at any time are or have been members of the Society or to any of them or to any person claiming through any of them Provided that nothing therein before contained shall prevent the payment of reasonable remuneration to an officer or servant of the Society in return for services rendered to the Society, of the payment of Honoraria, travelling and other outlays to any member of the Society, whether a member of the Councilor not, or to any other person in return for services rendered to the Society.
RULE 5 MEMBERSHIPS
The Society shall confer membership to those persons genuinely interested in the Science and practice of biology.
5.1 Every person desiring admission to the Society shall apply to the Council in writing in such form as the Council may prescribe and shall forward with ties application such testimonials and evidence of character as the Council may require- Every application shall be signed by the applicant who shall provide the names and addresses of the two referees, to whom the applicant is known personally and who can, if necessary, provide information regarding the applicants experience in the practice of biology and general fitness to be admitted to the Society •.
5.2 Every applicant shall be deemed to be a member of the Society from the date of his election by the Council, subject to the payment of the fees due from that time.
5.3 The Council may at a later date deem necessary to confer grades (e.g. Fellows, Members, Associate, and Graduate). Similarly, the referees nominated by the applicant should preferably be members of the Society.
RULE 6 SUBSCRIPTIONS
The annual subscriptions for each Member shall be such a sum as the Council may from time to time determine.
6.1 No fee shall be required to accompany an application for enrolment A successful candidate must pay such fee as are due before membership is confirmed. For this purpose, the annual subscription shall be computed in four-monthly installments. A newly elected member shall be liable for the subscription due between the date of election and the end of the current financial year.
6.2 The Council may at its discretion grant remission of subscription to any member.
RULE 7 CESSATION OF MEMBERSHIP
7.1 A person shall cease to be a member
7.1.1 At death.
7.1.2 When his written resignation is accepted by the Council after payment of all subscription and fees due.
7.1.3 If the Council so resolves, on omission to pay his subscription within one year from the end of the financial year for which such subscription was due, provided notification has been given by registered post.
7.1.4 If found guilty by the Council of any dishonorable act, or any act discreditable to the profession of biology. Any person charged under this clause shall have the right to present his case in person before the Council at the meeting at which the case is considered.
7.1.5 If, in the opinion of the Council he/she has knowingly failed to observe the rules of the Society. Any person charged under this clause shall have the right to present his case in person before the Council at the meeting at which the case is considered.
7.2 When a person ceases to be a member the Council shall remove his name from the register and he/she shall forthwith cease to possess any of the rights of membership. Except in the case of death, official notice of such removal from the register shall be sent by registered post to the person concerned, and for this purpose his recorded address shall be deemed to be correct.
7.3 If a person ceases to be a member his membership certificate must be renewed to the Council forthwith for cancellation if the Council so resolves.
7.4 Any person whose name has been removed from the Register may apply to the Council for reinstatement and the Council may reinstate such person accordingly on such conditions as it may determine. The Council may refuse reinstatement without assigning its reasons.
RULE 8 OFFICERS OF THE SOCIETY
8.1 The Society shall have the following officers:
President Vice-President Secretary Assistant Secretary Treasurer
8.2 The officers shall hold office for one year, defined as from the end of an annual meeting to the end of the annual meeting in the following year.
8.3 If the office of President shall become vacant the Vice-President shall take over the office of President for the remainder of the term.
8.4 If the office of Vice-President, Secretary, Assistant Secretary or Treasurer becomes vacant, the Council shall appoint a replacement until the annual meeting can elect a successor for the remainder of the term.
8.5 The President shall chair the Council the Annual Meeting and Special Meetings. In the absence of the President, the Vice-President shall take the chair in the absence of both the President and the Vice-President the Council shall appoint an acting Chairman.
8.5.1 The Vice-President shall act for the President in his/her absence and undertake such other duties as the Council shall determine.
8.5.2 The Secretary shall maintain the minutes of the Council the Annual Meeting and any Special Meetings, be responsible for the correspondence of the Society and undertake such other duties as the Council shall determine.
8.5.3 The Secretary shall maintain a Register of members of the Society. The Assistant Secretary shall assist the Secretary in his/her duties and record minutes of Council meeting in the absence of the Secretary.
8.5.4 The Secretary or Assistant Secretary shall maintain a Register of Officers and members of Council,
8.5.5 The Secretary or Assistant Secretary shall be responsible for the safe custody of the seal of the Society.
8.6 Officers are eligible to stand for re-election at the end of their term of office.
8.6.1 Any officer absent from three consecutive meeting of the Council without leave or a reasonable excuse shall cease to be an Officer of the Society and the office shad be deemed to have become vacant.
RULE 9 EXECUTIVE COMMITTEE
There shall be a Council of the Society comprising the officers of the Society and three other elected members. Duties for these three members involve public relations, publications, arranging of seminars and any other duties decided by the Council.
9.1.1 The elected members shall be appointed for a term of one year, defined as being from the end of an annual meeting to the end of the annual meeting in the following year.
9.1.2 If a position as member of the Council becomes vacant, the Council shall appoint a member for the remainder of the term.
9.1.3 The elected members of the Council are eligible to stand for re-election at the end of their term of office.
9.1.4 The Council shall have power to co-opt additional members throughout the South Pacific.
9.1.5 The Council may invite observers to attend all or part of any of its meetings.
9.1.6 Two-thirds of the Council members (6 out of 9) shall form a quorum at meetings of the Council.
9.1.7 A decision of the Council shall not be invalidated merely because of the existence of a vacancy in its membership.
9.1.8 Decisions of the Council shall be taken by a simple majority of those present voting by show of hands.
9.1.9 The Council shall be responsible for the day to day management of the Society and in particular shall:
9.1.10 be responsible for reviewing applications for membership through the Membership Convenor;
9.10.2 Appoint an editor for the Society's newsletter, "Biology in the South Pacific";
9.10.3 Appoint an Auditor to audit the annual accounts.
9.1 0.4 Determine the Society's bankers and the members of the Council authorized to sign cheques, bills of exchange, promissory notes and other documents for and on behalf of the Society,
9.1 0.5 Maintain cordial and fruitful relationship with other biological and scientific organizations, both within the South Pacific and internationally, and any affiliate, with such organizations as it deems fit;
9.10.6 Be responsible for organizing the annual meetings and such conferences, seminars or courses as it deems fit.
9.11 In urgent cases the President may take decisions on behalf of the Council provided he/she has consulted at least two other members being the officers of the Society. Such decisions shall be communicated to the Council at its next meeting.
9.12 The Council may appoint any member of the Society to represent the Society on any body requesting such representation.
9.13 The Council may appoint a manager or other staff to assist in the management of the affairs of the Society.
9.14 If the Society’ is unable for any reason to hold an Annual Meeting in any given year, the Council shall remain in office until such a meeting is held. At the meeting new Officers and Members of Council shall be elected for the remainder of the term of office.
9.15 Sub-committees of tile Council.
9.15.1 The Council shall appoint such sub-committees as it deems fit to assist it in carrying out its duties;
9.15.2 At least one member of a sub-committee shall be a member of the council;
9.15.3 Subcommittees shall report regularly to the Council;
9.15.4 The President may attend any meeting of a sub-committee;
9.15.5 A majority of the members shall form a quorum at meetings of subcommittees.
RULE 10 THE ELECTION OF THE COUNCIL
10.1 An election to fill vacancies on the Council shall be held annually in the manner hereinafter provided, and the result of the election shall be declared at the Annual General Meeting.
10.1.1 Any member shall be eligible for election as a Member of the Council.
10.2 On the first day of May in each year a list shall be prepared by the Secretary giving the names of all Officers and Members of the Council and indicating the vacancy to be filled at the next Annual General Meeting. The list shall be circulated as soon as practicable, but in any event not latter than the fifteenth day of May in each year. The Council shall act at the same time and in the same manner nominate persons to fill vacancies occurring in the Council. Forthwith, upon circulation of the list and of the aforesaid nominations, members shall have the right to make further nomination.
10.3 Any member of the Society may propose or support the nomination of any other member to fill any vacancy in the Council. Every such nomination shall be in writing, signed by at least two members and shall be received at the office of the Society not later than the first day of June in each year. Every such nomination shall be accompanied by a signed declaration by the nominee that he is willing to accept office if elected. No member shall subscribe to the nomination of more than one candidate for each vacant office at a Particular election.
10.3.1 As soon as practicable after the first day of June in each year the Council shall prepare a list of all candidates who have been diary nominated as aforesaid for filling any vacancy on the Council. A copy of such list shall be circulated to each member entitled to receive notices.
10.4 If the number of nominations duly made for filling the vacancies in any position on the Council does not exceed the number of such vacancies, the person nominated shall be declared duly elected at the next following Annual General Meeting without any vote being taken.
10.5 If more candidates are nominated for any position on the Council than there are vacant Places, the Secretary shall, not less than 28 days before the Annual General Meeting post to each member entitled to receive notices, a ballot paper containing a list of the vacancies for which there is a contest and of the names and occupations of candidates nominated therefore, together with such other particulars as the Council may from time to time direct, and distinguishing those candidates who have been nominated by the Council. Each ballot paper shall also state the date by which it must be received by the Secretary, duly completed, in order to be counted.
10.6 Upon a ballot for the election of persons to fill vacancies on the Council each member shall have one vote for each vacant place to be balloted for. The Scrutineers hereinafter mentioned shall reject any ballot paper completed otherwise than in accordance with this provision.
10.7 The accidental omission to send a ballot paper to a member, or the 'non-receipt of a ballot paper by any member, shall not invalidate any election, but in the event of dislocation of the postal services or other incident resulting in the loss or late delivery of a substantial number of ballot papers the President on receipt of a request signed by not fewer than ten members, shall decide, on behalf of the Council whether or not the election should be invalidated, and a fresh ballot arranged.
10.8 In the event of a ballot paper being required the President shall appoint two Scrutineers to supervise the subsequent counting of votes. The Scrutineers shall be neither members of the Council nor candidates for election.
10.9 On a day previous to the Annual General Meeting the Scrutineers shall, with the assistance of the Secretary, count the votes and prepare and sign a report to the Council stating the number of votes cast for each candidate. 1bis report shall be presented at the Annual General Meeting and, on the results of the voting the Chairman shall announce the names of those duly elected.
10.10 If in a ballot equal numbers of votes are cast for two or more candidates in respect of one vacancy, the issue shall be decided by a vote at the Annual General Meeting.
RULE 11 ANNUAL GENERAL MEETING OF THE SOCIETY
There shall be an Annual General Meeting of the Society in the month of July or at such time as the Council may determine.
All members of the society may attend the Annual Meeting and vote.
The Annual Meeting shall:
11.3.1 Correct and approve the minutes of the previous Annual Meeting.
11.3.2 Elect Officers and Council members.
11.3.3 Receive and consider for approval from the President and the Secretary.
11.3.4 Receive and consider for approval from the Treasurer a report and audited financing statement for the previous financial year.
11.3.5 Determine subscription rates and nomination fees for the following financial year.
11.3.6 Amend the Constitution provided the motion for such amendment has been circulated to members at least four weeks before the meeting;
11.3.7 Discuss and determine other matters provided that details have been notified to members at least four weeks before the meeting
11.3.8 Discuss and determine any other matter deemed by the Chairman to require urgent decisions;
11.5 Decision of the Annual General Meeting other than amendments to motions shall be taken by a small majority of those present.
11.6 Amendments to the Constitution shall be decided by an affirmative vote of at least two- thirds of those voting by secret ballot. Proxy votes shall be allowed provided they have been lodged with the Secretary before the meeting.
RULE 12 SPECIAL MEETING OF THE SOCIETY
12.1 A Special Meeting of the Society shall be convened if requested by the Council or, in writing by at least ten members.
12.2 Notice of such a meeting and the business to be transacted shall be communicated to members at least two weeks before the date of the meeting.
12.3.1 Decisions of a Special Meeting shall be decided by a simple majority of those voting by show of hands.
RULE 13 QUORUM
Ten members shall constitute a quorum at the Annual Meeting and at Special Meetings.
RULE 14 FINANCIAL AFFAIRS OF THE SOCIETY
14.1 The Treasurer shall be responsible to the Council and the Annual Meeting for receiving and banking all membership fees and subscription and other monies due to the society, for keeping the books of accounts of the Society and for all other financial affairs of the Society.
14.2 The financial year shall be from 1st July to June 30.
14.3 Subscriptions shall be paid for a period of one year from the date of receipting.
14.4 Members whose subscriptions have not been paid by three months after the date of expiry shall be deemed to have resigned from the Society.
RULE 15 BRANCHES OF THE SOCIETY
The Council may approve the formation of branches of the society.
15.2 Branches of the Society may be Local Branches restricted to members residing in a particular town, province, region or country.
15.3 Members may belong to more than one branch.
15.4 Branches may raise their own subscriptions and shall be responsible for their own activities. The funds collected from subscriptions should be forwarded to the Treasurer of the Society.
15.5 The Council may approve a return of part of the Society subscription to a Branch on behalf of the members of that Branch.
15.6 A Branch may have its own Constitution, which shall be forwarded to the Council for approval. All amendments shall require the approval of the Council. .
15.7 A Branch shall make an Annual Report on its activities and finances to the Annual Meeting of the Society.
15.7 The Council may suspend a Branch if it considers such action to be in the best interests of the Society.
RULE 16 LIABILITY
A person who has ceased to be a member remains liable to the Society for any monies owed or property of the Society held by him/her.
RULE 17 THE COMMON SEAL
The council shall provide a common seal and may from time to time destroy the same and substitute a new seal in lieu thereof
The Common seal shall be in the custody of the Secretary and shall not b€ affixed to any document except pursuant to a resolution of the Council Such Member or Members of the Councilor such other Members (not being less in either case than two) as the Council shall from time to time prescribe shall attest each sealing.
RULE 18 WINDING UP
The Society shall be wound up voluntary whenever a majority of the members in a postal ballot express their desire that the Society shall be so wound up.
Such postal ballot shall be held only after a resolution in favor of winding up the Society has been duly carried at an Extraordinary General Meeting especially called to consider the advisability of winding up.
Disposition of Property In The Event Of Winding Up
If upon the winding up or dissolution of the Society, there remain after the satisfaction of all its debts and liabilities any property whatsoever the same shall not be paid to or distributed among the members of the Society but shall be given or transferred to any one or more institutions, associations or societies whether incorporated or not, 'Whose objects are similar to the objects of the Society.
RULE 19 TRANSITIONAL PROVISIONS
The Officers of the society and members of the Council shall be elected at the 200 Inaugural Meeting in July by those members (each member having sworn that he abides by the Codes of Ethics) present at the meetings by secret ballots.
RULE 20 IDEMNITY OF OFFICERS
No member of the Council and no member of the Branch Committee shall be personally liable for the acts, receipts or defaults of any other member, officer or committee.
THE CHEMICAL SOCIETY OF THE SOUTH PACIFIC (INCORPORATED)
- Every member of the Biological Society of the South Pacific is under an obligation to advance the science and art of chemistry, to guard and uphold its high standard of honour, and to conform to the principles of professional conduct.
- A member shall not knowingly engage in illegal work, or co-operate with those who are so engaged, and shall refrain from associating with or allowing the use of his name in connection with any enterprise of a questionable character.
- A member shall act in a spirit of personal helpfulness and fraternity toward other members of his profession
- A member shall act in a strict spirit of fairness to clients, and, if in his opinion work requested of him by clients seems to present improbability of successful results, he shall so advise the clients before undertaking the work.
- A member shall advertise only in a dignified manner, restricting the advertisement to name, address, qualifications and branches of work undertaken.
- A member shall be conservative in estimates, reports, testimony, etc. and especially so if these are in connection with the promotion of a business enterprise.
- A member shall not accept compensations, financial or otherwise, from more than one interested party without the consent of all parties involved. A member is, however, in no way debarred from accepting employment from more than one client providing then is no conflict of interests.
- A member shall not use any unfair, improper or questionable methods of securing professional work or advancement, and shall decline to payor receive secret commissions. He may use all honourable means in competition to secure professional employment but shall not by unfair means injure, directly or indirectly, the professional reputation prospects or business of a fellow member, and shall not attempt to supplant a fellow member after definite steps have been taken towards that members employment.
- A member shall not attempt to compete with another practitioner on the basis of professional charges, by reducing his usual charges in order to underbid, after having been informed of the charges already named by that practitioner.
- A member shall, as far as possible, fix fees at a point high enough to warrant complete and adequate service, since unreasonably low charges tend towards inferior or unreliable working fixing fees it is proper for a member to consider. .
(a) The time and labour involved the novelty and difficulty of the matter, and the experience and skill necessary.
(b) Whether the employment precludes other employment in similar lines or will involve the loss of other business while engaged in the particular work.
(c) Benefit resulting to the client from the service.
(d) The character of the employment: whether from a casual or from a constant and established client.
· While it is desirable that members engaged in teaching and research work be permitted to use their special knowledge and skill in direct service to individual clients, it is prejudicial to the welfare of the profession for such service to be rendered at rates which ignore the ordering costs of equipment, supplies and overhead expenses.
· No member shall undertake an analysis and give a report to any person or company, knowing that such person or company will re-issue the result representing it to be the work of the said person or company. This clause shall not apply to any member who is in continuous employment as a servant of the said person or company.
· A member may authorise the use of or issue a certificate or publication in which it is use does not contain information of a false or misleading character, or is not for an illegal purpose-, and providing that the member complies with the special requirements as under.
· Before permission is given for the use of a certificate, for publication it is required that a copy or proof of the proposed publication be submitted to the member for his/her approval.
· In any publication, the whole of the report and not a selected portion of it, shall be used, and dates shall not be omitted.
· A certificate of analysis shall contain only chemical and relative technical data and conclusions that can be logically drawn therefrom
· A report shall be worded in a conservative manner, and no part shall be unduly emphasized.
· A member shall not permit a personal photograph to be published in any report
· Where a client refuses to comply with any of these requirements or dishonours an agreement, with a member or modifies, alters, or mutilates a certificate, the member shall take such steps as may be within his power to prevent the issue of the publications, and doing this, shall bring the matter to the notice of the General Secretary of the Biological Society of the South Pacific, which society may support the member to the extent of legal proceedings.