Constitution and Rules of Association

Constitution and Rules of the Balint Society of Australia and New Zealand

1.THE NAME OF THE SOCIETY
The name of the Society shall be “The Balint Society of Australia and New Zealand”, in acknowledgement of Michael Balint, who developed a unique method for studying and teaching the doctor-patient relationship.

2. THE PURPOSE AND OBJECTIVES OF THE SOCIETY

The primary purpose of the Society shall be to promote and advance research, studies and training in the psychological aspects of health care and, in particular, general practice, with special reference to the doctor-patient relationship, and to disseminate this knowledge beyond the Society for improvement of health care of the public at large.

In furtherance of this purpose, the Society shall:

(a)  educate medical practitioners, health care organisations and other interested professionals about the Balint method of training/research,

(b) develop and present workshops, seminars and other methods for
training, supporting and supervising those wishing to start and lead
Balint groups.

(c) publish a Society newsletter and other materials relevant to Balint

(d) provide methods of linking those participating and those interested
in participating in Balint group training for mutual support,
supervision and collaboration,

(e) maintain relationships with the International Balint Federation and
other organisations interested in exploring the therapeutic use of the
doctor-patient relationship.

(f) promote and support research on the Balint group method,

(g) establish standards of leadership and certification processes of leader, and,

(h) develop and enrich the Balint group method.

3. STATEMENT OF NOT-FOR-PROFIT STATUS

The Society shall be organised as a not-for-profit organisation and individual members will not derive profit from involvement in the Society’s affairs.

4. MEMBERSHIP OF THE SOCIETY

Membership of the Society shall consist of Ordinary and Honorary members.

(a) Ordinary membership shall be open to individuals who are professionals working with patients in health care settings and who submit a completed application form to the secretary and pay the Society’s dues to the Treasurer. The rights and obligations of Ordinary members are as provided for in the Rules of the Society under the Associations Incorporation Reform Act 2012

(b)  Honorary membership shall be open to persons considered to be of outstanding merit by the Society. Honorary members need not pay annual dues, nor may they hold office or vote.

5. AFFAIRS OF THE SOCIETY

The affairs of the Society shall be managed by a Committee in accordance with the provisions of the Associations Incorporation Reform Act 2012

6. STATEMENT OF DISSOLUTION/AMENDMENT

The Society may at any time be dissolved in accordance with the provisions of the Associations Incorporation Reform Act 2012

This Constitution may be amended at any time in accordance with the provisions of the Associations Incorporation Reform Act 2012

Rules of the Association

1                  Name

The name of the incorporated association is Balint Society of Australia and New Zealand Incorporated, in these Rules called “the Association”.

 

2       Definitions

(1)In these Rules, unless the contrary intention appears

board means the board of the Association;

financial year means the year ending on 30 June;

general meeting means a general meeting of members convened in accordance with rule 12;

member means a member of the Association;

ordinary member of the board means a member of the board who is not an officer of the Association under rule 21;

Regulations means regulations under the Act;

relevant documents has the same meaning as in the Act;

the Act means the Associations Incorporation Act 1981.

(2)In these Rules, a reference to the Secretary of an Association is a reference

(a)    if a person holds office under these Rules as Secretary of the Association to that person; and

(b)    in any other case, to the public officer of the Association.

 

3       Alteration of the rules

These Rules and the statement of purposes of the Association must not be altered except in accordance with the Act.

4       Membership, entry fees and subscription

(1)A person who applies and is approved for membership as provided in these Rules is eligible to be a member of the Association on payment of the entrance fee and annual subscription payable under these Rules.

(2)A person who is not a member of the Association at the time of the incorporation of the Association (or who was a member at that time but has ceased to be a member) must not be admitted to membership unless

(a)    he or she applies for membership in accordance with subrule (3); and

(b)    the admission as a member is approved by the board.

(3)An application of a person for membership of the Association must

(a)    be made in writing; and

(b)    be lodged with the Secretary of the Association.

(4)As soon as practicable after the receipt of an application, the Secretary must refer the application to the board.

(5)The board must determine whether to approve or reject the application.

(6)If the board approves an application for membership, the Secretary must, as soon as practicable

(a)    notify the applicant in writing of the approval for membership; and

(b)    request payment within 28 days after receipt of the notification of the sum payable under these Rules as the entrance fee and the first year’s annual subscription.

(7)The Secretary must, within 28 days after receipt of the amounts referred to in subrule (6), enter the applicant’s name in the register of members.

(8)An applicant for membership becomes a member and is entitled to exercise the rights of membership when his or her name is entered in the register of members.

(9)If the board rejects an application, the board must, as soon as practicable, notify the applicant in writing that the application has been rejected.

(10)A right, privilege, or obligation of a person by reason of membership of the Association

(a)    is not capable of being transferred or transmitted to another person; and

(b)    terminates upon the cessation of membership whether by death or resignation or otherwise.

(11)The entrance fee is determined by the board.

(12)The annual subscription is determined by the board and is payable in advance on or before 1 July in each year.

 

5       Register of members

(1)The Secretary must keep and maintain a register of members containing

(a)    the name, profession, state and country of residence of each member; and

(b)    the date on which each member’s name was entered in the register.

(2)A register is available for inspection free of charge by any member upon request.

(3)A member may make a copy of entries in the register.

 

6       Ceasing membership

(1)A member of the Association who has paid all moneys due and payable by a member to the Association may resign from the Association by giving notice in writing to the Secretary of his or her intention to resign.

(2)After the expiry of one month

(a)    the member ceases to be a member; and

(b)    the Secretary must record in the register of members the date on which the member ceased to be a member.

 

7       Discipline, suspension and expulsion of members

(1)Subject to these Rules, if the board is of the opinion that a member has refused or neglected to comply with these Rules, or has been guilty of conduct unbecoming a member or prejudicial to the interests of the Association, the board may by resolution

(a)    suspend that member from membership of the Association for a specified period; or

(b)    expel that member from the Association

(2)A resolution of the board under subrule (1) does not take effect unless

at a meeting held in accordance with subrule (3), the board confirms the resolution

(3)A meeting of the board to confirm or revoke a resolution passed under subrule (1) must be held not earlier than 14 days, and not later than 28 days, after notice has been given to the member in accordance with subrule (4).

(4)For the purposes of giving notice in accordance with subrule (3), the Secretary must, as soon as practicable, cause to be given to the member a written notice

(a)    setting out the resolution of the board and the grounds on which it is based; and

(b)    stating that the member, or his or her representative, may address the board at a meeting to be held not earlier than 14 days and not later than 28 days after the notice has been given to that member; and

(c)    stating the date, place and time of that meeting; and

(d)    informing the member that he or she may do one or both of the following

(i)      attend that meeting;

(ii)      give to the board before the date of that meeting a written statement seeking the revocation of the resolution

(5)At a meeting of the board to confirm or revoke a resolution passed under subrule (1), the board must

(a)    give the member, or his or her representative, an opportunity to be heard; and

(b)    give due consideration to any written statement submitted by the member; and

(c)    determine by resolution whether to confirm or to revoke the resolution.

(6)A resolution under subrule 1 is confirmed if, at the board meeting convened under subrule 5, not less than two-thirds of the board members vote in person, or by proxy, in favour of the resolution. In any other case, the resolution is revoked.

 

8       Disputes and mediation

(1)The grievance procedure set out in this rule applies to disputes under these Rules between

(a) a member and another member; or

(b) a member and the Association.

(2)The parties to the dispute must meet and discuss the matter in dispute, and, if possible, resolve the dispute within 14 days after the dispute comes to the attention of all of the parties.

(3)If the parties are unable to resolve the dispute at the meeting, or if a party fails to attend that meeting, then the parties must, within 10 days, hold a meeting in the presence of a mediator.

(4)The mediator must be

(a) a person chosen by agreement between the parties; or

(b) in the absence of agreement

(i) in the absence of agreement between a member and another member, a person appointed by the board of the Association.  The person appointed by the board as a mediator can be a member of the Association but cannot be a party to the dispute; or

(ii) in the case of a dispute between a member and the Association, a person who is a mediator appointed or employed by the Dispute Settlement Centre of Victoria (Department of Justice).

(5)The parties to the dispute must, in good faith, attempt to settle the dispute by mediation.

(6)The mediator, in conducting the mediation, must

(a)give the parties to the mediation process every opportunity to be heard; and

(b)allow due consideration by all parties of any written statement submitted by any party; and

(c)ensure that natural justice is accorded to the parties to the dispute throughout the mediation process.

(7)The mediator must not determine the dispute.

(8)If the mediation process does not result in the dispute being resolved, the parties may seek to resolve the dispute in accordance with the Act or otherwise at law.

(9)In the event mediation is required, the parties agree to bear the cost of the mediation equally.

 

(10) A member does not include a suspended member

 

9       Annual general meetings

(1)The board may determine the date, time and place of the annual general meeting of the Association.

(2)The notice convening the annual general meeting must specify that the meeting is an annual general meeting.

(3)The ordinary business of the annual general meeting shall be

(a)    to confirm the minutes of the previous annual general meeting and of any general meeting held since that meeting; and

(b)    to receive from the board reports upon the transactions of the Association during the last preceding financial year; and

(c)    to elect officers of the Association and the ordinary members of the board; and

(d)    to receive and consider the statement submitted by the Association in accordance with section 30(3) of the Act.

(4)The annual general meeting may conduct any special business of which notice has been given in accordance with these Rules.

 

10       Special general meetings

(1)In addition to the annual general meeting, any other general meetings may be held in the same year.

(2)All general meetings other than the annual general meeting are special general meetings.

(3)The board may, whenever it thinks fit, convene a special general meeting of the Association.

(4)If, but for this sub-rule, more than 15 months would elapse between annual general meetings, the board must convene a special general meeting before the expiration of that period.

(5)The board must, on the request in writing of members representing not less than 20 per cent of the total number of members, convene a special general meeting of the Association.

(6)The request for a special general meeting must

(a)    state the objects of the meeting; and

(b)    be signed by the members requesting the meeting; and

(c)    be sent to the address of the Secretary.

(7)If the board does not cause a special general meeting to be held within one month after the date on which the request is sent to the address of the Secretary, the members making the request, or any of them, may convene a special general meeting to be held not later than 3 months after that date.

(8)If a special general meeting is convened by members in accordance with this rule, it must be convened in the same manner so far as possible as a meeting convened by the board.

 

11       Special business

All business that is conducted at a special general meeting and all business that is conducted at the annual general meeting, except for business conducted under the rules as ordinary business of the annual general meeting, is deemed to be special business.

 

12       Notice of general meetings

(1)The Secretary of the Association, at least 14 days, or if a special resolution has been proposed at least 21 days, before the date fixed for holding a general meeting of the Association, must cause to be sent to each member of the Association, a notice stating the place, date and time of the meeting and the nature of the business to be conducted at the meeting.

(2)Notice may be sent

by prepaid post to the address appearing in the register of members; or

by facsimile transmission or electronic transmission.

(3)No business other than that set out in the notice convening the meeting may be conducted at the meeting.

(4)A member intending to bring any business before a meeting may notify in writing, or by electronic transmission, the Secretary of that business, who must include that business in the notice calling the next general meeting.

 

13       Quorum at general meetings

(1)No item of business may be conducted at a general meeting unless a quorum of members entitled under these Rules to vote is present at the time when the meeting is considering that item.

(2)Five members personally present (being members entitled under these Rules to vote at a general meeting) constitute a quorum for the conduct of the business of a general meeting.

(3)If, within half an hour after the appointed time for the commencement of a general meeting, a quorum is not present

(a)    in the case of a meeting convened upon the request of members the meeting must be dissolved; and

(b)    in any other case the meeting shall stand adjourned to the same day in the next week at the same time and (unless another place is specified by the Chairperson at the time of the adjournment or by written notice to members given before the day to which the meeting is adjourned) at the same place.

(4)If at the adjourned meeting the quorum is not present within half an hour after the time appointed for the commencement of the meeting, the members personally present (being not less than 3) shall be a quorum.

 

14       Presiding at general meetings

(1)The President, or in the President’s absence, the Vice-President, shall preside as Chairperson at each general meeting of the Association.

(2)If the President and the Vice-President are absent from a general meeting, or are unable to preside, the members present must select one of their number to preside as Chairperson.

 

15       Adjournment of meetings

(1)The person presiding may, with the consent of a majority of members present at the meeting, adjourn the meeting from time to time and place to place.

(2)No business may be conducted at an adjourned meeting other than the unfinished business from the meeting that was adjourned.

(3)If a meeting is adjourned for 14 days or more, notice of the adjourned meeting must be given in accordance with rule 12(1) and (2).

(4)Except as provided in subrule (3), it is not necessary to give notice of an adjournment or of the business to be conducted at an adjourned meeting.

 

16       Voting at general meetings

(1)Upon any question arising at a general meeting of the Association, a member has one vote only.

(2)All votes must be given personally or by proxy.

(3)In the case of an equality of voting on a question, the Chairperson of the meeting is entitled to exercise a second or casting vote.

(4)A member is not entitled to vote at a general meeting unless all moneys due and payable by the member to the Association have been paid.

 

17       Poll at general meetings

For the purposes of this rule, a poll must be demanded by not less than three members

(1)If at a meeting a poll on any question is demanded, it must be taken at that meeting in such manner as the Chairperson may direct and the resolution of the poll shall be deemed to be a resolution of the meeting on that question.

(2)A poll that is demanded on the election of a Chairperson or on a question of an adjournment must be taken immediately and a poll that is demanded on any other question must be taken at such time before the close of the meeting as the Chairperson may direct.

 

18       Manner of determining whether resolution carried

If a question arising at a general meeting of the Association is determined on a show of hands a simple majority (i.e. a majority of 1) is sufficient to carry a resolution, and there will be

(a)    a declaration by the Chairperson that a resolution has been

(i)      carried; or

(ii)      carried unanimously; or

(iii)      carried by a particular majority; or

(iv)      lost; and

(b)    an entry to that effect in the resolutions register kept by the secretary with the date, resolution and declaration by the Chairperson

is evidence of the fact, without proof of the number or proportion of the votes recorded in favour of, or against, that resolution.

 

19              Proxies

(1)Each member is entitled to appoint another member as a proxy by notice given to the Secretary no later than 24 hours before the time of the meeting in respect of which the proxy is appointed.

(2)The notice appointing the proxy must be in writing.

20       Board

(1)The affairs of the Association shall be managed by the board.

(2)The board

(a)    shall control and manage the business and affairs of the ; and

(b)    may, subject to these Rules, the Act and the Regulations, exercise all such powers and functions as may be exercised by the Association other than those powers and functions that are required by these Rules to be exercised by general meetings of the members of the Association; and

(c)    subject to these Rules, the Act and the Regulations, has power to perform all such acts and things as appear to the board to be essential for the proper management of the business and affairs of the Association.

 

(3)  Subject to section 23 of the Act, the board shall consist ofa maximum number of 8 members, including at least one person residing in Australia and one person residing in NZ, and shall include:

 

(a) the officers of the Association; each of whom shall be elected according to Rule 21 (3);

 

(b) the Immediate Past President (conditional on the consent of that person);

 

(c) two ordinary members (three ordinary members if the position of Immediate Past President is not filled)  each of whom shall be elected at the annual general meeting of the Association in each year;

 

(d) the Chair of the Accreditation Committee, who is appointed by the board if not already a member of the board; and

 

(e) a minimum of 2 general practitioners and 2 psychotherapists who are not general practitioners.

 

21              Office holders

(1)The officers of the Association shall be

(a)    a President;

(b)    a Vice-President;

(c)    a Treasurer; and

(d)    a Secretary.

(2)The provisions of rule 23, so far as they are applicable and with the necessary modifications, apply to and in relation to the election of persons to any of the offices referred to in subrule (1).

(3)The President shall hold office for an initial period of 2 years and is eligible for re-election for a further 2 consecutive years, being elected on an annual basis. Each officer of the Association shall hold office until the annual general meeting next after the date of his or her election and is eligible for re‑election.

(4)In the event of a casual vacancy in any office referred to in subrule (1), the board may appoint one of its members to the vacant office and the member appointed may continue in office up to and including the conclusion of the annual general meeting next following the date of the appointment.

 

22       Ordinary members of the board

(1)Subject to these Rules, each ordinary member of the board shall hold office until the annual general meeting next after the date of election and is eligible for re-election.

(2)In the event of a casual vacancy occurring in the office of an ordinary member of the board, the board may appoint a member of the Association to fill the vacancy and the member appointed shall hold office, subject to these Rules, until the conclusion of the annual general meeting next following the date of the appointment.

 

23       Election of officers and ordinary board members

(1)Nominations of candidates for election as officers of the Association or as ordinary members of the board must be

(a)    made in writing, signed by two members of the Association and accompanied by the written consent of the candidate (which may be endorsed on the form of nomination); and

(b)    delivered to the Secretary of the Association not less than 7 days before the date fixed for the holding of the annual general meeting.

(2)A candidate may only be nominated for one office, or as an ordinary member of the board, prior to the annual general meeting.

(3)If insufficient nominations are received to fill all vacancies on the board, the candidates nominated shall be deemed to be elected and further nominations may be received at the annual general meeting.

(4)If the number of nominations received is equal to the number of vacancies to be filled, the persons nominated shall be deemed to be elected.

(5)If the number of nominations exceeds the number of vacancies to be filled, a ballot must be held.

(6)The ballot for the election of officers and ordinary members of the board must be conducted at the annual general meeting in such manner as the board may direct.

 

24       Vacancies

The office of an officer of the Association, or of an ordinary member of the board, becomes vacant if the officer or member of the board

(a) is suspended from membership of the Association

(b)    ceases to be a member of the Association; or

(c)    becomes an insolvent under administration within the meaning of the Corporations Act; or

(d)    resigns from office by notice in writing given to the Secretary.

 

25       Meetings of the board

(1)The board must meet at least 3 times in each year at such place and such times as the board may determine.

(2)Special meetings of the board may be convened by the President or by any 4 members of the board.

 

26       Notice of board meetings

(1)Written notice of each board meeting must be given to each member of the board at least 5 business days before the date of the meeting.

(2)Written notice must be given to members of the board of any special meeting specifying the general nature of the business to be conducted and no other business may be conducted at such a meeting.

 

27       Quorum for board meetings

(1)Any 4 members of the board constitute a quorum for the conduct of the business of a meeting of the board.

(2)No business may be conducted unless a quorum is present.

(3)If within half an hour of the time appointed for the meeting a quorum is not present

(i)    in the case of a special meeting the meeting lapses;

(ii)    in any other case the meeting shall stand adjourned to the same place and the same time and day in the following week.

(4)The board may act notwithstanding any vacancy on the board.

 

28       Presiding at board meetings

At meetings of the board

(a)    the President or, in the President’s absence, the Vice-President presides; or

(b)    if the President and the Vice-President are absent, or are unable to preside, the members present must choose one of their number to preside.

 

29       Voting at board meetings

(1)Questions arising at a meeting of the board, or at a meeting of any subcommittee appointed by the board, shall be determined on a show of hands or, if a member requests, by a poll taken in such manner as the person presiding at that meeting may determine.

(2)Each member present at a meeting of the board, or at a meeting of any subcommittee appointed by the board (including the person presiding at the meeting), is entitled to one vote and, in the event of an equality of votes on any question, the person presiding may exercise a second or casting vote.

 

 

30       Removal of board member

(1)The Association in general meeting may, by resolution with a majority of two thirds of the votes cast, remove any member of the board before the expiration of the member’s term of office and appoint another member in his or her place to hold office until the expiration of the term of the first-mentioned member.

(2)A member who is the subject of a proposed resolution referred to in subrule (1) may make representations in writing to the Secretary or President of the Association (not exceeding a reasonable length) and may request that the representations be provided to the members of the Association.

(3)The Secretary or the President may give a copy of the representations to each member of the Association or, if they are not so given, the member may require that they be read out at the meeting.

 

31       Minutes of meetings

(1) The Secretary of the Association must keep minutes of the resolutions and proceedings of each general meeting, and each board meeting, together with a record of the names of persons present at board meetings.

 

(2) The minutes of the board meetings are held confidential to the board.

 

(3) The minutes of the annual general meeting and any special general meetings are available to the membership.

 

32       Funds

(1)The Treasurer of the Association must

(a)    collect and receive all moneys due to the Association and make all payments authorised by the Association; and

(b)    keep correct accounts and books showing the financial affairs of the Association with full details of all receipts and expenditure connected with the activities of the Association.

(2)All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments must be signed by two members of the board.

(3)The funds of the Association shall be derived from entrance fees, annual subscriptions, donations and such other sources as the board determines.

33       Seal

(1)The common seal of the Association must be kept in the custody of the Secretary.

(2)The common seal must not be affixed to any instrument except by the authority of the board and the affixing of the common seal must be attested by the signatures either of two members of the board or, of one member of the board and of the public officer of the Association.

 

34       Notice to members

Except for the requirement in rule 12, any notice that is required to be given to a member, by or on behalf of the Association, under these Rules may be given by

(a)    delivering the notice to the member personally; or

(b)    sending it by prepaid post addressed to the member at that member’s address shown in the register of members; or

(c)    electronic transmission; or

(d)    facsimile transmission, if the member has requested that the notice be given to him or her in this manner.

 

35       Winding up

In the event of the winding up or the cancellation of the incorporation of the Association, the assets of the Association must be disposed of in accordance with the provisions of the Act.

 

36       Custody of books and records

Except as otherwise provided in these Rules, the Secretary must keep in his or her custody or under his or her control all books, documents and securities of the Association.

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