APSA Constitution Summary
Introduction
The Australian Political Studies Association (APSA) is a not-for-profit public company limited by guarantee which is established to be, and to continue as, a charity. Its governing document, the Constitution, was formally adopted in November 2024, and provides a point of reference for the administration of APSA and regulates the dealings between APSA, its members and directors. [Access Constitution here]
The Board may make by-laws to operationalise the Constitution, provide a framework for APSA’s management and document accepted protocols and procedures. The by-laws are binding on all members. [Access by-laws here]
The Board may implement policies to guide the governance and management of APSA.
Purpose and Objectives
The purpose of APSA is the promotion of research, education and advocacy of Literature in the field of Political Studies in Australia (Purpose).
Literature means written works and derivates (whether written, oral, auditory or in electronic form) including but not limited to those of cultural, artistic, historic, research and educational merit in the field of Political Studies in Australia.
The powers of APSA may only be used to carry out its Purpose.
The income and assets of APSA shall be applied solely to further its Purpose.
APSA must not distribute any income or assets, directly or indirectly, to its members. However, this does not prevent APSA from doing the following things, provided they are done in good faith:
- paying a member for goods or services they have provided or expenses they have properly incurred at fair and reasonable rates or rates more favourable to the APSA, or
- making a payment to a member in carrying out APSA’s charitable Purpose.
If APSA is wound up, any surplus assets must be distributed to one or more charities with a similar charitable purpose to APSA and which also prohibits the distribution of surplus assets to its members.
Membership
Membership is open to any individual or incorporated body that supports the Purpose of APSA. The membership application process is detailed in the Constitution.
Criteria to be considered by the Board when determining who can become a member is set out in the Eligibility of Membership by-law. Criterion include interest in furthering the Purpose of APSA, non-affiliation with political organisations, satisfying the requirements of academic freedom and acceptance of the duties of members. and by-laws detail the eligibility for and classes of membership.
Membership classes are set out in the Classes of Membership by-law and are split into Voting Members (Individual, Early Career, Unwaged, Research Postgraduate, Alumnus and Life) and Non-Voting Members (Student, Associate and Overseas).
Member’s liability is limited to $10.00 which they must contribute if APSA is wound up while they are a member or within 12 months after they stop being a member.
Directors
APSA must have at least five and no more than seven directors.
Directors are either elected by members at a general meeting for a term of three years, or appointed by the Board to fill a casual vacancy or as an additional director. The Election of Directors by-law sets out the process for electing directors.
APSA must not pay fees to a director for acting as a director.
Directors are responsible for managing and directing the activities of APSA to achieve its Purpose and may use all the powers of APSA except for the powers that may only be used by members.
Directors must comply with their duties as directors under legislation and with the duties described in the ACNC’s Governance Standard 5 which include:
- to act with reasonable care and diligence,
- to act honestly and fairly in the best interests of the charity and for its charitable purpose,
- not to misuse their position or information they gain as a responsible person,
- to disclose conflicts of interest,
- to ensure the financial affairs of the charity are managed responsibly, and
- not to allow the charity to operate while it is insolvent.
Directors may delegate any of their powers and functions to a committees, a director, an employee of APSA or any other person they consider appropriate.
APSA indemnifies its directors and officers out of its assets, to the relevant extent, against all losses and liabilities incurred as a director or officer.
APSA provides insurance for directors and officers against any liability incurred as a director or officer.
General Meetings
An annual general meeting (AGM) must be held at least once in every calendar year. The business of an AGM may include :
a review of APSA’s activities
– a review of APSA’s finances
– any auditor’s report
election of directors;
– appointment and payment of auditors.
Directors must give information to the members on APSA’s activities and finances during the period since the last annual general meeting.
Members, directors and the auditor must be provided a notice of meeting in writing at least 21 days before the meeting. Information that must be included in the notice are detailed in the Constitution.
Members may appoint a proxy to attend and vote on their behalf. The requirements for appointing a proxy are detailed in the Constitution.
The quorum for a general meeting is at least 20 members present in person, by proxy or representative, for the whole meeting.
Dispute Resolution
The Constitution sets out the dispute resolution procedure for resolving disputes between directors or between members.
Amending the Constitution
Any amendments to the Constitution must be by a special resolution of 75% or more of the members present and entitled to vote at a general meeting. Members must be provided with 21 days notice of the proposed special resolution.
For any questions about the Constitution or governance matters, please contact us at info@auspsa.org.au.
Approved by the Annual General Meeting in November 2024.
