The Hunter Postgraduate Medical Institute Constitution

Name

1.

The name of the organisation shall be The Hunter Postgraduate Medical Institute (hereinafter referred to as "The Institute").

Objects

2.

The Object of the Institute shall be:

(a)

to promote and assist the development of all aspects of Postgraduate Education in Medicine primarily in the Hunter Region of New South Wales.

(b)

to provide educational programs for the medical practitioners of the Hunter Region and elsewhere, through the organisation of self study programs, small group meetings, conferences, lectures and through any other appropriate medium, and to promote and employ up to date methods and techniques in the provision of such educational programs.

(c)

to promote, carry out or assist in the promotion and carrying out of:

(i)

surveys related to medical education in all its aspects; and

(ii)

special projects of research to advance postgraduate medical education.

(d)

to provide an advisory service on matters of postgraduate medical education;

(e)

to co-operate with other organisations concerned with postgraduate medical education;

(f)

to collaborate with the development of undergraduate education in medicine in the Hunter Region and elsewhere;

(g)

to raise funds for any of the objects of the Institute by any means so as not to contravene any Federal or State Law relating to the collection of moneys from the public or otherwise;

(h)

to receive legacies, bequests, devices, endowments, contributions and gifts of money or other real or personal property for the purpose of the Institute generally;

(i)

to employ such persons as may be necessary to promote and further the objects of the Institute;

(j)

to open bank accounts and invest and deal with all moneys of the Institute in such a manner as may be thought fit;

(k)

to rent, take on lease, hire, purchase, or otherwise acquire or sell, or otherwise dispose of any interest in or the use of any buildings, land, furniture or other real and personal property on such terms in all respects as may be thought fit;

(l)

to borrow or raise money and secure payments of the same or the satisfaction or performance of any obligation or liability to be undertaken or incurred by the Institute and in particular by mortgage, charge or lien upon the whole or any part of the property or assets of the Institute whatever whether present or future and to pay interest on any borrowed moneys PROVIDED HOWEVER that no lender proposing to take a mortgage or to advance money on mortgage, charge or lien or to take up debentures or any other form of security shall be concerned to see to the application of the moneys secured or lent or inquire into the property of the giving of any mortgage, charge or lien on the issue of any debentures or the regularity of any meetings or other acts of the Institute preliminary to or on the occasion of the giving of any mortgage, charge or lien or the issue of any debenture;

(m)

generally to do all or any of such acts or things as are incidental or conducive to the attainment of the above objects or any of them and as principals, agents or otherwise or by or through agents or otherwise.

Policy

3.

The Institute shall not be carried on for the purpose of profit or gain for Institute Members and the income and property of the Institute shall be applied solely towards the promotion of the objects hereinbefore contained and no portion thereof shall be paid or transferred directly or indirectly in any manner howsoever to Institute Members PROVIDED HOWEVER that nothing herein contained shall prevent the payment to any officer, delegate or representative or any other person of any remuneration or expense incurred by or on behalf of the Institute.

Institute Membership

4.

(a)

Membership of the Institute shall be available to all registered medical practitioners practising in the Hunter Region and surrounding areas, and to such other registered medical practitioners, retired medical practitioners and such educationists as the Board of the Institute may from time to time determine. Such persons shall be considered for membership on receipt of an appropriate application to the Board of the Institute. The Chancellor and Vice-Chancellor of the University of Newcastle and the Chief Executive Officer of the Hunter Area Health Service shall be ex-officio members of the Institute.

(b)

the Board, at its last meeting of the calendar year, shall have the responsibility to set the annual subscription (membership fee) to the Institute for the subsequent year.

(c)

Members shall be entitled to attend and vote at Meetings of the Institute to nominate eligible persons to sit on the Board where applicable and to vote at elections of candidates for the Board where and as provided for in this Constitution.

(d)

Disciplining of Members

(1)

Where the Board is of the opinion that a member of the Institute:

(a)

has persistently refused or neglected to comply with a provision or provisions of these rules; or

(b)

has persistently and willfully acted in a manner prejudicial to the interests of the Institute,

the Board may, by resolution -

(c)

expel the member from membership of the Institute; or

(d)

suspend the member from membership of the Institute for a specified period.

(2)

A resolution of the Board under clause (1) is of no effect unless the Board, at a meeting held not earlier than 14 days and not later than 28 days after service on the member of a notice under clause (3), confirms the resolution in accordance with this rule.

(3)

Where the Board passes a resolution under clause (1), the Honorary Secretary shall, as soon as practicable, cause a notice in writing to be served on the member -

(a)

setting out the resolution of the Board and the grounds on which it is based;

(b)

stating that the member may address the Board at a meeting to be held not earlier than 14 days and not later than 28 days after service of the notice;

(c)

stating the date, place and time of that meeting; and

(d)

informing the member that the member may do either or both of the following:-

(i)

attend and speak at that meeting;

(ii)

submit to the Board at or prior to the date of that meeting written representations relating to the resolution.

(4)

At a meeting of the Board held as referred to in clause (3), the Board shall -

(a)

give to the member an opportunity to make oral representations;

(b)

give due consideration to any written representations submitted to the Board by the member at or prior to the meeting; and

(c)

by resolution determine whether to confirm or revoke the resolution.

(5)

Where the Board confirms a resolution under clause (4), the Honorary Secretary shall, within 7 days after that confirmation, by notice in writing inform the member of the fact and of the member's right of appeal under rule 11.

(6)

A resolution confirmed by the Board under clause (4) does not take effect -

(a)

until the expiration of the period within which the member is entitled to appeal against the resolution where the member does not exercise the right of appeal within that period; or

(b)

where within that period the member exercises the right of appeal, unless and until the Board confirms the resolution pursuant to rule 11(4).

(e)

Right of Appeal of Disciplined Member

(1)

A member may appeal to the Institute in general meeting against a resolution of the Board which is confirmed under rule 10(4), within 7 days after notice of the resolution is served on the member by lodging with the Honorary Secretary a notice to that effect.

(2)

Upon receipt of a notice from a member under clause (1), the Honorary Secretary shall notify the Board which shall convene a general meeting of the Institute to be held within 21 days after the date on which the Honorary Secretary received the notice.

(3)

At a general meeting of the Institute convened under clause (2),

(a)

no business other than the question of the appeal shall be transacted;

(b)

the Board and the member shall be given the opportunity to state their respective cases orally or in writing, or both; and

(c)

the members present shall vote by secret ballot on the question of whether the resolution should be confirmed or revoked.

(4)

If at the general meeting the Institute passes a special resolution in favour of the confirmation of the resolution, the resolution is confirmed.

Institute Board

5.

(a)

The governing body of the Institute shall be called the Board.

(b)

Membership of the Board of the Institute shall consist of members of the Institute and such other persons as specified in Article 5(d).

(c)

Not fewer than five members of the Board shall be associated with the Faculty of Medicine and Health Sciences of the University of Newcastle either as members of the academic staff, full-time or part-time, or as holders of clinical academic titles.

(d)

Subject to Article 5(c) the Board shall consist of:

(i)

two (2) Nominees of the Hunter Medical Association;

(ii)

two (2) Nominees of the Faculty Board of the Faculty of Medicine and Health Sciences, The University of Newcastle;

(iii)

three (3) elected medical practitioners practising predominantly in the City of Newcastle or the City of Lake Macquarie;

(iv)

three (3) elected medical practitioners practising predominantly in the Hunter Region outside the City of Newcastle and the City of Lake Macquarie;

(v)

one (1) elected medical practitioner practising in the Central Coast region representing doctors resident in that region;

(vi)

one (1) elected medical practitioner practising in the Lower North Coast, Macleay-Hastings and Mid North Coast regions representing doctors resident in those regions;

(vii)

one (1) Surgeon, nominated by the Royal Australasian College of Surgeons on the advice of the members of that College who are resident in the Hunter Region;

(viii)

one (1) Anaesthetist, nominated by the Australian and New Zealand College of Anaesthetists on the advice of the members of that College who are resident in the Hunter Region;

(ix)

one (1) Physician, nominated by the Royal Australasian College of Physicians on the advice of the members of that College who are resident in the Hunter Region;

(x)

two (2) General Practitioners nominated by the Royal Australian College of General Practitioners on the advice of the members of that College who are resident in the Hunter Region;

(xi)

one (1) Obstetrician, nominated by the Australian College of Obstetricians and Gynaecologists on the advice of the members of that College who are resident in the Hunter Region;

(xii)

one (1) Psychiatrist, nominated by the Royal Australian and New Zealand College of Psychiatrists on the advice of the members of that College who are resident in the Hunter Region;

(xiii)

one (1) Pathologist, nominated by the Royal College of Pathologists of Australia on the advice of the members of that College who are resident in the Hunter Region;

(xiv)

one (1) Radiologist, nominated by the Royal Australasian College of Radiologists on the advice of the members of that College who are resident in the Hunter Region;

(xv)

one (1) Paediatrician, nominated by the Australian College of Paediatrics on the advice of the members of that College who are resident in the Hunter Region;

(xvi)

one (1) Medical Administrator nominated by the Royal Australian College of Medical Administrators;

(xvii)

one (1) Opthamologist, nominated by the Royal Australian College of Opthamologists on the advice of the members of that College who are resident in the Hunter Region;

(xviii)

one (1) Emergency Medicine Physician, nominated by the Australasian College for Emergency Medicine on the advice of the members of that College who are resident in the Hunter Region;

(xix)

one (1) Dermatologist, nominated by the Australasian College of Dermatologists on the advice of the members of that College who are resident in the Hunter Region;

(xx)

one (1) Registrar, nominated by Junior Medical Officers who hold appointments in the Hunter Region and who are members of the Institute;

(xxi)

the Chancellor and the Vice-Chancellor of the University of Newcastle;

(xxii)

not more than three members of the Council of The University of Newcastle;

(xxiii)

the Chief Executive of the Hunter Area Health Service or his/her nominee;

(xxiv)

the Board shall, at its last meeting before the Annual General Meeting, invite three (3) members of the community of the Hunter Region, who are not medical practitioners, to become Members of the Board for the ensuing year;

(xxv)

the nominees of such other bodies, medical groups, associations, or geographic areas as the Board of the Institute shall from time to time determine;

(xxvi)

the Board shall have powers to co-opt for the remainder of the current year to replace a member of the Board who had died or resigned during his/her period of appointment, election or invitation.

(e)

The Board shall have power to co-opt any person whom it considers able to make a valuable contribution to the deliberations of the Board. such persons shall have the right to vote at meetings of the Board.

(f)

The number of elected and nominated members of the Board, together with persons co-opted under Article 5(e) of this Constitution shall not exceed thirty-eight (38) at any time.

(g)

Members of the Board representing areas as set out in paragraph (d), Sub-paragraph (iii), (iv), (v) and (vi) of this article shall be elected by ballot as determined from time to time by the Board.

(h)

Election and nomination to the Board as provided in section (d) of this article shall be conducted prior to 31 March each year, and such elected and nominated persons shall take office on 1 April each year.

(i)

The tenure of office of all members of the Board shall be twelve months. Members of the Board shall be eligible for re-election or re-appointment for consecutive terms of office.

(j)

The Board shall, at its first meeting after 1 April each year, elect a Chairman, Honorary Secretary and Honorary Treasurer of the Institute for the ensuing twelve months. Such office bearers shall be ex-officio members of the Executive Committee of the Institute. The office of Chairman shall not be held by any one person for more than two years consecutively. However, such a person shall be eligible for re-election as Chairman after a minimum of twelve months of vacation of that office.

(k)

The Board shall hold meetings on a regular basis and at such place and time as determined by Board members in General Meeting from time to time but not fewer than four (4) times annually.

The Chairman shall have power to convene a meeting at any time.

(l)

At all meetings of the Board, a quorum shall consist of eight (8) Board members present personally.

(m)

A Board member may be represented at any general meeting of the Board by proxy who shall be qualified to vote. Such proxy shall be a member of the Board present personally. The instrument appointing any proxy shall be in writing under the hand of the appointer on the form entitled "Form of Appointment of Proxy" available from the office of the Institute. No member can hold more than five (5) proxies.

(n)

In the event of any member of the Board retiring or otherwise vacating office, the Board shall have the power to appoint a member of the Institute to fill the vacancy such appointment satisfying the representative status of the retiring member under Article 5(d). The member so appointed shall retain office only so long as the vacating Board member would have retained the same if no vacancy had occurred.

(o)

The Board shall be responsible for the determination of policy and the conduct of the business of the Institute subject to the Articles of this Constitution and as directed by members of the Institute in General Meeting.

Management

6.

Subject to the powers hereinafter vested in the Executive Committee, the management of the Institute shall be vested in the Board of the Institute in general meeting and the office bearers hereinafter referred to shall have no executive powers.

Meetings

7.

(a)

The Annual General Meeting of the Institute shall be held as soon as possible after the 1st day of January in each year and not later than the 31st day of March. The business of each Annual General Meeting shall be:

(i)

to present the annual Report of the Institute;

(ii)

to receive a duly audited Statement of Accounts for the preceding financial year which shall be from 1st January to 31st December;

(iii)

to announce the nominations to the Board as provided for under Article 5(d)(i), (ii), (vii) to (xvii) and (xx) of the Constitution;

(iv)

to elect representatives to the Board as provided for under Article 5(d)(iii), (iv), (v) and (vi) of this Constitution, or to announce the result of such election if held prior to the date of the Annual General Meeting;

(v)

to permit discussion of the activities of the Institute.

Motions for debate at the Annual General Meeting shall be presented by Notice of Motion forwarded to the Honorary Secretary not fewer than forty-eight (48) hours prior to the meeting, except that Motions in the form of recommendations to the Board may be moved and seconded from the floor at the Meeting.

(b)

An Ordinary General Meeting of the Institute may be convened at any time at the discretion of the Board.

(c)

A Special General Meeting of the Institute shall be convened within twenty-one (21) days after receipt by the Chairman or the Honorary Secretary of a requisition signed by not fewer than ten (10) Institute members provided that the requisition shall state in precise terms the resolution or resolutions to be moved or the subject matter to be considered at such meeting. The notice convening such a meeting shall state in precise terms the resolution or resolutions to be moved or the subject matter to be considered at such meeting. No other business shall be considered.

(d)

At all General Meetings (whether Annual, Ordinary or Special) a quorum shall consist of ten (10) Institute Members.

(e)

At any General Meeting of the Institute every Institute Member who is present personally or by proxy shall have one vote save that in the event of equality of votes the Chairman of the meeting shall have a second or casting vote.

(f)

Voting shall be by show of hands but the Chairman or any five (5) Members present may demand a ballot.

(g)

The instrument appointing any proxy shall be in writing under the hand of the Appointer. A proxy shall be a member of the Institute personally present at the meeting. The instrument appointing a proxy shall be deposited with the Honorary Secretary not fewer than forty-eight (48) hours before the time appointed for the meeting at which the person named in such instrument proposes to vote.

(h)

Notification of all meetings of the Institute shall be made to each member of the Institute individually and shall be despatched in writing by post, courier or other appropriate means not fewer than fourteen (14) days prior to the appointed date of such meeting.

Executive Committee

8.

(a)

There shall be an Executive Committee in whom is vested both the executive and financial management of the Institute.

(b)

The Executive Committee shall be appointed for one year by the Board of the Institute from the members of the Board at its first meeting after 1st April each year.

(c)

The Executive Committee shall consist of the Chairman of the Board, the Honorary Secretary and the Honorary Treasurer of the Board, the Chancellor of The University of Newcastle or his/her nominee and four (4) other Members of the Board. Not fewer than four members of the Executive Committee shall be appointed from the members of the Board referred to in Article 5(c). At least one (1) member of the Executive Committee shall be a General Practitioner. The Chairman of the Board shall be the Chairman of the Executive Committee.

(d)

The Executive Committee shall normally meet not less than once every calendar month.

(e)

A quorum shall consist of four (4) members of the Executive Committee present personally.

(f)

An Executive Committee member may retire from office upon giving one month's notice in writing to the Executive Committee of his/her intention so to do. Such resignation shall take effect upon the expiration of such notice or its earlier acceptance by the Executive Committee. Upon any such resignation or vacation of office for any other reason becoming effective, the Board shall appoint one of its members to fill the vacancy, but the member so appointed shall retain the office only so long as the vacating Committee member would have retained the same if no vacancy had occurred.

Finance

9.

All moneys received by or on behalf of the Institute shall be paid to the University of Newcastle forthwith and shall be set apart as a separate fund to be known as the Hunter Postgraduate Medical Institute Fund and be used for carrying out the work of the Institute.

Auditor

10.

The University of Newcastle shall appoint an Auditor who shall provide an Auditor's Report to the Institute every year, in time for presentation to the Annual General Meeting.

Director

11.

The Board may appoint a Director who shall be a registered Medical Practitioner. The Director shall, as far as practicable, attend all meetings of the Board and all Committees and Sub-Committees and shall have the right to speak and have his/her opinions recorded on matters raised in these proceedings. He shall not have the right to vote at these meetings.

The Director shall preferably maintain in addition to his/her co-ordinating and executive duties a continuing responsibility in clinical practice.

Committees

12.

(a)

The Board or the Executive Committee of the Institute may from time to time set up Committees to which responsibility for any particular phase or phases of the work of the Institute may be delegated, and shall define the scope and nature of the activities of such committees.

(b)

Any committee so formed shall in the exercise of the powers so delegated conform to any regulation that may from time to time be imposed on it by the Board.

Trustees

13.

(a)

There shall be three (3) Trustees of the Institute of whom one shall be the Vice-Chancellor of The University of Newcastle or his/her nominee. The remaining two (2) Trustees shall be Institute Members unless otherwise determined by the Institute at a General Meeting. They shall be appointed by the Board of the Institute and are hereinafter designated "appointed Trustees".

(b)

All property of the Institute, either real, personal or otherwise, shall be vested in the Trustees, who shall hold the same for the Institute Members.

(c)

The Trustees shall mortgage, sell or otherwise deal with the property of the Institute as directed by a two-thirds majority of members present and voting at a duly convened Meeting of the Board.

(d)

The Board may accept the resignation of either or both of the appointed Trustees or remove either or both of them from such office and may by the same or any other resolutions similarly passed appoint a Trustee or Trustees in the place of any appointed Trustee or Trustees so resigning or removed as aforesaid but so that the number of Trustees for the time being shall not be fewer than three (3).

(e)

On the death of either or both of the appointed Trustees his/her or their office or offices as such shall thereupon be vacated and the Board shall appoint a Trustee or Trustees in his/her or their places at its next meeting.

(f)

Until such appointment of a new Trustee as aforesaid in lieu of any Trustee so resigned, removed or dying, the property of the Institute shall remain vested in the remaining Trustees whose resignation shall not have been accepted or who shall not have been removed or died as aforesaid.

(g)

If both the said appointed Trustees shall have died without any new appointment having been made of a successor or successors, the property of the Institute shall remain vested pending such appointment in the Vice-Chancellor of The University of Newcastle or his/her nominee.

Cheques, Bills, etc

14.

All cheques, bills of exchange, promissory notes and other negotiable instruments and all receipt for moneys paid to the Institute shall be signed, drawn, accepted, made, endorsed or otherwise executed as the case may be for and on behalf of the Institute in such manner as the Executive may from time to time determine.

Honorary Appointments

15.

The Board may at any time appoint any person (whether an Institute Member or not) to hold any honorary position of the Institute and may at any time revoke such appointment. any such person shall have the right to attend and speak at any meeting of the Institute but shall not be entitled to vote.

Patrons

16.

The Board may at any time invite any person to be a patron of the Institute in recognition of assistance (whether monetary or otherwise) given by such person or achieving or promoting any of the objects of the Institute and may at any time revoke such appointment. There shall be no limit to the number of persons who may be appointed as patrons.

Benefactors

17.

Benefactors of the Institute shall be members who make a donation to the Institute of a sum equal to or greater than that specified annually by the Board, and shall be for the year of that donation.

Honorary Members

18.

The Board may at any time elect any person who is not a medical practitioner to be an honorary member of the Institute and may at any time revoke such appointment. Any such person shall have the right to attend and speak at any meetings of the Institute and shall be entitled to vote.

Life Members

19.

The Board shall have the right at any time to elect any medical practitioner as a Life Member of the Institute in recognition of services performed by such person for the purposes of the Institute and shall enjoy the rights and privileges of ordinary members.

Indemnity of Office Bearers

20.

Office Bearers of the Institute who by the authority of the Board accept or incur any pecuniary liability on behalf of the Institute shall be held indemnified by the Institute for any personal loss in respect of such liability.

Interpretation of Constitution

21.

In the interpretation of this Constitution unless the context otherwise required the singular shall include the plural and vice versa.

Amendment of Constitution

22.

No repeal, amendment or addition to the Constitution shall be made except by resolution of a Special General Meeting for which due notice of such amendment has been given. A resolution to repeal, amend or add to this Constitution must be passed by at least a two-thirds majority of the Institute members present at the meeting and entitled to vote. Proxies are acceptable at the meeting and no member can table more than five proxies. To be approved by the Council of The University of Newcastle, and such approval shall not be unreasonably withheld.

Dissolution

23.

If, at any General Meeting of the Institute, a resolution for the dissolution of the Institute shall be passed by a majority of the Institute members present, such resolution shall, at a Special General Meeting held not less than one (1) month thereafter, be confirmed by a majority passed by at least a three-quarter majority of the Institute members voting thereon. The Trustees shall thereupon or at any such future date as shall be specified in such resolution proceed to realise the property of the Institute and, after discharging the liabilities of the Institute, shall pay the balance to such organisation or organisations having similar objects to the Institute as the Institute members in General Meeting may decide.