of the Advanced Practicing Podiatrists – High Risk Foot Group Inc.
Incorporated pursuant to the Corporations Law in Victoria
1. The name of the incorporated organisation is the Advanced Practicing Podiatrists – High-Risk-Foot Group Inc. (herein referred to as APP-HRF Group Inc.).
2. The registered office of the APP-HRF Group Inc. is situated in Victoria.
3. The objectives for which the APP-HRF Group Inc. is established are:
3.1 To promote the advanced practice of podiatry in the management of diabetic foot disease and other conditions that put feet at risk of amputation;
3.2 To disseminate education and knowledge of such advanced practice podiatry among colleagues, students and the public;
3.3 To encourage and maintain the highest professional standards among its membership, who shall constantly strive to develop advanced podiatry skill and knowledge, and to determine and enforce a code of ethics;
3.4 To provide and conduct professional development opportunities in advanced practice podiatry – high-risk foot.
3.5 To confer membership in accordance with prescribed criteria on persons who satisfy such criteria as accepted by the executive of the APP-HRF Group Inc.
3.6 To raise money by membership fees, subscriptions, levies, professional development services and otherwise;
3.7 To be accountable for any moneys of the APP-HRF Group Inc. in such manner as may from time to time be determined by the Executive;
3.8 To print and publish any journals, magazines, newspapers, periodicals, books, circulars or leaflets which may be desirable to achieve the objectives of the APP-HRF Group Inc.;
3.9 To engage and employ either full time or part time any persons who the Executive may from time to time consider necessary to be employed for the purposes of the APP-HRF Group Inc. and to pay them salaries, wages and gratuities;
3.10 To affiliate or merge with such other association or organization as the members shall in a Special General Meeting determine;
3.11 To do all such other lawful things as are incidental to or conducive to or necessary to the attainment of all or any of the above objects and to the advancement of the interests of podiatrists.
4. The income of the APP-HRF Group Inc. shall be applied solely towards the promotion of the objects of the APP-HRF Group Inc. as set out in this Constitution; and no portion thereof shall be transferred directly or indirectly by way of fees, dividend, bonus or otherwise by way of profit, to members of the APP-HRF Group Inc.
Provided that nothing contained herein shall prevent the payment in good faith of reasonable and proper remuneration to any employee of the APP-HRF Group Inc. where the terms of employment have been approved by resolution of the Executive; or to any member of the APP-HRF Group Inc. in return for any services rendered to the APP-HRF Group Inc. in a professional or technical capacity where the provision of that service has the prior approval of the Executive and the amount payable is approved by a resolution of the Executive and is on reasonable commercial terms; or the payment of interest at a rate not exceeding that fixed by a resolution of the Executive on money lent by a member to the APP-HRF Group Inc.; or reasonable and proper rent approved by resolution of the Executive for premises demised or let by any member of the APP-HRF Group Inc.; or for the payment of out-of-pocket expenses incurred in carrying out duties by an office bearer where the payments do not exceed an amount previously approved by the Executive.
This provision shall not apply to payments to any company in which a member does not hold more than one-hundredth part of capital and that member shall not be bound to account for any share of profits he may receive in respect of that payment.
5. The liability of members is limited.
6. Each and every member of the APP-HRF Group Inc. undertakes to contribute to the assets of the APP-HRF group in the event of the APP-HRF Group Inc. being wound up while he, she or it is a member, or within one (1) year after he, she or it ceases to be a member, for payment of the debts and liabilities of the APP-HRF Group Inc. contracted before he, she or it ceased to be a member, and to the costs, charges and expenses of winding up the APP-HRF Group Inc., and for the adjustment of the rights of the contributories amongst themselves, such amount as may be required not exceeding $10.
7. If upon the winding up of dissolution of the APP-HRF Group Inc. there remains after satisfaction of all its debts and liabilities a surplus of money, the surplus shall not be paid or distributed among members of the APP-HRF Group Inc., but shall be given or transferred to some other body or bodies having objects similar to the objects of the APP-HRF Group Inc. and which also prohibit the distribution of its or their income and property amount its or their members to an extent at least as great as is imposed on the APP-HRF Group Inc. under clause 4 hereof; and such body or bodies are to be determined by the members of the APP-HRF Group Inc. at or before the time of the dissolution and in default thereof by a court of competent jurisdiction and if and so far as effect can not be given to the foregoing provision, then the surplus is to go to some charitable object.
8. The subscribers to the Constitution of the APP-HRF Group Inc. and other persons as shall be admitted to the membership in accordance with this Constitution shall be members of the APP-HRF Group Inc., and shall be entered in the register of members accordingly.
9. There shall be four classes of members of the APP-HRF Group Inc., namely
9.1 General: Any registered podiatrist interested in the area of community members at high risk of lower extremity amputations; or has a key clinical role in professional care of community members at high risk of lower extremity amputations, may apply for General Membership of the APP HRFG. Applicant must reside in Australia.
9.2 Advanced Practice: Registered podiatrists who have satisfactorily completed additional training and experience in the area of high risk of lower extremity amputation, and are working in a position classified as Advanced Practice within the health sector; or a researcher with a high degree (PhD) in a field of research relevant to High Risk of Lower Extremity Amputation.
9.3 Retired member: Member no longer working actively in a full-time role may be admitted as a Retired Member. Proof of either evidence of retirement or a signed statement is required and provided to the APP HRFG secretariat.
9.4 Honorary Life Member: awarded by the APP HRFG for services provided over the lifetime of the member.
10. A member of the APP-HRF Group Inc. shall be any person who has completed the approved entry requirements to the satisfaction of the Executive as determined by appropriate experience, qualification and contribution to advanced practice.
11. General and Advanced Practice members shall have voting rights at any APP-HRF group meeting and be eligible to hold any office of the APP-HRF Group Inc. committee and Executive.
12. Retired and Honorary members shall have voting rights at any APP-HRF Group Inc. meeting but not be eligible to hold any office of the APP-HRF Group Inc.
13. No person shall be admitted as a member of the APP-HRF Group Inc. in any class unless he or she is first approved for membership by the Executive, and the Executive shall have full discretion as to the admission of any person to membership.
14. Members shall pay to the APP-HRF Group Inc. any nomination fee levied on admission to membership and an annual subscription determined by the Executive from time to time. Subscriptions shall be due and payable on 1 August each year or at such other time as the Executive may determine.
15. Upon acceptance of membership of the APP-HRF Group Inc., each Member must agree to refrain from using the title or letters of the APP-HRF Group Inc., cease to display any certificate of membership, qualification, award or other credentials or accreditations issued by the APP-HRF Group Inc. and refrain from advertising his or her membership of the APP-HRF Group Inc. following;
15.1 the resignation of the member from the APP-HRF Group Inc. or,
15.2 the Executive terminating membership
15.3 whilst the Member has outstanding subscription monies owed to the APP-HRF Group Inc.
16. A Committee shall be formed to manage the affairs of the APP-HRF Group Inc. including the Executive positions of President, Vice President, Secretary and Treasurer. Executive and committee members will be elected by members at an AGM by a nomination and voting process.
17. The business of the APP-HRF Group Inc. shall be conducted by the Executive and committee, which may exercise all the powers of the APP-HRF Group Inc. which are not by Corporations Law or by the Constitution required to be exercised by the APP-HRF Group Inc. in General Meeting. Matters of business can be delegated to other members of the APP-HRF Group Inc. as determined by the Executive and committee from time to time.
18. The powers of the Executive shall include;
18.1 To make or adopt a code of ethics regulating the principles of professional conduct to be observed by members of the APP-HRF Group Inc.
18.2 To impose any fine or suspend or disqualify from membership of the APP-HRF Group Inc. any person who in the determination of the Executive has been found to have infringed the code of ethics by negative outcome of complaint to the Podiatry Board of Australia;
18.3 To appoint any regional sub-committee of members of the APP-HRF Group Inc. having responsibilities as the Executive may from time to time determine;
18.4 To appoint any sub-committee of members of the APP-HRF Group Inc. and to delegate to the sub-committee or to a member of the sub-committee any powers as it may determine;
18.5 To fill any casual vacancy that may occur on the Executive or committee during the term of office;
18.6 To terminate the membership of any member of the APP-HRF Group Inc. whose subscription has not been paid by the date fixed by the Executive as the date by which subscriptions in respect of a particular year must be paid;
18.7 To reduce or waive the subscription payable by any member in cases of hardship, illness or other special circumstances which must be notified in writing to the APP-HRF Group Inc. Executive and which, in the opinion of the Executive justify such reduction or waiver;
18.8 To authorise the expenditure of the funds of the APP-HRF Group Inc. for any of the purposes of the APP-HRF Group Inc. including paying any expenses reasonably incurred by any members of the APP-HRF Group Inc. or by the Executive at any seminar or arising out of negotiations incidental to or conducive to the attainment of the objects of the APP-HRF Group Inc.
19 The Executive shall keep a record of;
19.1 the appointments of office bearers;
19.2 the names of the members present at each meeting of the APP-HRF Group Inc. and of any committee of APP-HRF Group Inc. and
19.3 all resolutions and proceedings at all meetings of the APP-HRF Group Inc. and of Executive and committee members.
Annual General Meeting
20. The APP-HRF Group Inc. shall in each year hold an Annual General Meeting within 3 months of the end of the financial year
21. The Annual General Meeting shall receive reports from the President and from the Treasurer, including a statement of accounts; elect office bearers; fix nomination fees (if any) to be paid upon admission to membership of the APP-HRF Group Inc.; adopt an annual budget for the APP-HRF Group Inc; amend any code of ethics prepared by the Executive; and transact any other general business of the APP-HRF Group Inc.
22. Nominations for a position on the Executive or committee must be received by the Secretary twenty one (21) days prior to the date of the meeting.
Special General Meeting
23. A Special General Meeting of members of the APP-HRF Group Inc. shall be convened by the Secretary if so directed by the Executive Committee or by the President, or after the receipt of a requisition in writing signed by not less than ten (10) members of the APP-HRF Group Inc. stating the business which they want considered at a Special General Meeting. No business other than the business for which the meeting was convened shall be brought forward or discussed at a Special General Meeting.
Notice of Meetings
24 Written notice of an Annual General Meeting or Special General Meeting of the APP-HRF Group Inc. specifying the place, day and time of the meeting and the general nature of the business to be dealt with shall be given to all members of the APP-HRF Group Inc. not less than thirty five (35) days before the date of the meeting. In the case of a Special General Meeting, such notice shall set out the business for which the Special General Meeting has been convened. Requests for nominations (if an Annual General Meeting) shall be sent with the notice.
25. Notice may be given to members personally, or by courier, by facsimile, by electronic transmission, or by sending it through the post to a member at his or her address.
26. A list of nominees (if an Annual General Meeting) and postal vote forms shall be sent to all members entitled to vote no later than fifteen (15) days prior to any general meeting. Completed postal vote forms must be returned to the Secretary no later than 48 hours prior to the meeting.
27. Six (6) members of the APP-HRF Group Inc. who are entitled to vote shall constitute a quorum at any Annual General Meeting or Special General Meeting of the APP-HRF Group Inc. Should a quorum not be present within thirty (30) minutes of the time for which a meeting has been called, the meeting shall be adjourned to the same day and time of the next week. If, at the adjourned meeting a quorum is not present, the persons present shall have the power to transact the business for which the meeting has been called.
28 All members of the APP-HRF Group Inc. shall be entitled to attend the Annual General Meetings and any Special General Meetings of the APP-HRF Group Inc.
29 Financial members of the APP-HRF Group Inc. shall have one vote each on any motion or resolution put to the meeting.
30 Postal votes completed on the form provided by the APP-HRF Group Inc. shall be included in the voting on any resolution of notified business at the meeting.
31 In relation to the election of office bearers at the Annual General Meeting, if there are more candidates than are required for Executive or committee vacancies, a ballot shall be held and ballot papers on which votes for the required number of vacancies are not recorded shall be declared informal. On any other question, the voting shall be by show of hands and shall include postal votes, unless a ballot is required by at least three members entitled to vote.
32 The chairman of the meeting shall have a deliberative as well as a casting vote. All voting shall be by simple majority unless otherwise provided in this Constitution.
33 The President shall preside at all General Meetings of the APP-HRF Group Inc. and at all meetings of the Executive Committee. If the President is not present at the time appointed for the meeting, then the Vice-President shall preside.
34 It shall be the duty of the President:
34.1 To serve as the official representative of the APP-HRF Group Inc. in its contacts with government, civic, business and professional organizations for the purpose of advancing the objects of the APP-HRF Group Inc.;
34.2 To submit a written report of his or her activities and of the activities of the APP-HRF Group Inc. to the next ensuing Annual General Meeting after election as President;
34.3 To proceed to convene by sending out written notice a Special General Meeting of members of the APP-HRF Group Inc. not less than twenty one (21) days after receiving a requisition in writing, signed by ten (10) members of the APP-HRF Group Inc., requesting that a meeting of members be convened and stating the business which the members want considered at the meeting.
35. It shall be the duty of the Vice-President to assist the President and to represent the President in performing any of the duties, which the President is for any reason unable to perform.
36. In the event of the death of the President, or in the absences, resignation, removal or incapacity of the President to act, the Vice-President shall act for and/or assume the office and duties of the President
37. In the event of the death of both the President and the Vice-President, or in the absence, resignation, removal or incapacity to act of both the President and the Vice-President, the Secretary shall act for and/or assume the office and duties of the President.
38. It shall be the duty of the Treasurer:
38.1 To collect all fees, subscriptions and other moneys payable to the APP-HRF Group Inc.;
38.2 To hold, invest or disburse all moneys of the APP-HRF Group Inc.;
38.3 To keep accurate records of all money received by the APP-HRF Group Inc. or by the Treasurer on behalf of the APP-HRF Group Inc.;
38.4 To examine all invoices and accounts received by the APP-HRF Group Inc. or payable by the APP-HRF Group Inc. and to pay all accounts authorised by the Executive committee;
38.5 To keep correct accounts and books showing the financial affairs of the APP-HRF Group Inc.;
38.6 To submit to the Annual General Meeting of the APP-HRF Group Inc. a full statement of accounts as at the end of June of each year.
39. It shall be the duty of the Secretary:
39. 1 To carry out all duties and instructions which the President or Executive direct;
39. 2 To convene all General Meetings of members and all meetings of the Executive;
39. 3 To take minutes of all business transacted at any such meetings;
39.4 To conduct and receive all correspondence on behalf of the APP-HRF Group Inc. in connection with all matters appertaining to the business of affairs of the APP-HRF Group Inc.;
39. 5 To be the custodian of all records of the APP-HRF Group Inc., and keep all correspondence;
39. 6 To keep records and statistics of all members of the APP-HRF Group Inc. and to verify credentials of members;
39. 7 To provide for and exercise control over publications of the APP-HRF Group Inc. subject to the policies and procedures determined from time to time by the Executive;
39. 8 Generally to perform and carry out all administrative duties necessary for the benefit of the APP-HRF Group Inc. and the attainment of its objectives.
40 The APP-HRF Group Inc. shall have a common seal by which it shall execute all documents necessary to be formally executed by the APP-HRF Group Inc. The common seal shall not be affixed to any document except with the approval of a resolution of the Executive and in the presence of any two office bearers of the APP-HRF Group Inc., who shall also sign any document to which the common seal has been affixed as having witnessed the affixing of the seal.
Indemnity of Officers and Representatives
41. The APP-HRF Group Inc. shall indemnify each elected officer and representative serving the APP-HRF Group Inc. from and against all claims and liabilities to which he or she may be or may become subject by reason of having been an officer or representative of the APP-HRF Group Inc. and/or by reason of his or her alleged acts or omissions while an officer or representative of the APP-HRF Group Inc., and shall reimburse each officer or representative of the APP-HRF Group Inc. for all legal or other expenses reasonably incurred by him or her in connection with defence against such claims or liabilities, provided however that no officer or representative shall be indemnified against nor be reimbursed for any expenses incurred in defending himself or herself against any claim or liability arising out of his or her own negligence or wilful misconduct.
Resignation of Members
42. Any member may resign his or her membership at any time by advising the Secretary in writing. Upon the resignation being received by the Secretary, the member shall cease to be a member but shall be liable for any subscriptions or other moneys, which may at that time be due to the APP-HRF Group Inc. Upon resignation, the member shall thenceforth comply with Item 19 and cease to display any certificate of membership, qualification, award or other credentials or accreditations issued to the former member by the APP-HRF Group Inc. and refrain from using the title or letters of the APP-HRF Group Inc. in any advertising or promotional material of the former member.
Accounts and Audit
43. The APP-HRF Group Inc. shall keep proper books of account with respect to all sums of moneys received and expended by the College and to all assets and liabilities of the APP-HRF Group Inc.
44. The books of account shall be audited annually by an independent auditor and the audited accounts, including a statement of income and expenditure and the balance sheet, shall be provided to the members of the APP-HRF Group Inc.
Alteration to the Constitution
45. The Constitution may be altered by a special resolution of members of the APP-HRF Group Inc. voting in a General Meeting.
SCHEDULE No. 1
1. The name of the Incorporated Association is: ADVANCED PRACTICING PODIATRISTS – HIGH RISK FOOT GROUP Inc.
2. The Particular interests (if any) that the Incorporated Association proposed to promote are:
As outlined in Item 3.
SCHEDULE No. 2
The Name Address and Occupation of the Members registering the Incorporated Association are:
3 Ward Ave
North Caulfield 3161
Podiatrist and Wound Consultant
Dated: 08th March 2016