The name of the incorporated association is the Association of Accredited Certification Bodies, referred to herein as ‘AACB’ or ‘the Association’.
- ‘Executive Committee’ means the committee of management of the Association.
- ‘General Meeting’ means a general meeting of members of the Association convened in accordance with these Rules.
- ‘Member’ means a member of the Association.
- ‘Month’ means a calendar month.
- ‘Rules’ means these Association Rules.
- The ‘Act’ means the Associations Incorporation Act 1985.
- Objects of the Association
The objects of the Association are:
- To provide confidence to business that, when engaging a member of the AACB, business will receive a credible and valued based service that will facilitate improvement in business performance and the reduction of risk.
- To set membership criteria acceptable to industry, government and related organisations.
- To advocate the benefits of accredited certification and related management systems to industry, government, organisations and to the wider community.
- To set and monitor ethical standards for members.
- To produce/access relevant information and publications designed to advance knowledge in the field of management system, product and personnel certification, and related fields.
- To develop/access resources to archive, reference and reproduce articles, papers, publications, videos, software and any other materials in any form relating to foremost management systems, product and personnel certification, and related fields’ learning and experience.
- To ensure that members have equal access to the benefits of the Association and that potential members are assessed on an equitable basis.
- To ensure that all members undertake their professional duties in a manner which is consistent with the standards of the Association.
- To raise the image of the Certification Industry and related professions.
- To ensure that the Association is managed using sound business management principles and practices and the appropriate legal and financial requirements.
- To exchange and share information and knowledge with other organisations.
- Powers of the Association
For the purpose of carrying out its objects, an Incorporated Association may, subject to the Act and its Rules:
- acquire, hold, deal with, and dispose of, any real or personal property; and
- administer any property on trust; and
- open and operate ADI accounts; and
- invest its monies:
- in any security in which trust monies may, by Act of Parliament, be invested; or
- in any other manner authorised by the Association Rules; and
- borrow money upon such terms and conditions as the Association thinks fit; and
- give such security for the discharge of liabilities incurred by the Association as the Association thinks fit; and
- appoint agents to transact any business of the Association on its behalf; and
- enter into any other contract it considers necessary or desirable.
5.1 General Members
- Any certification body accredited by an accreditation body who is a member of the International Accreditation Forum, who supports the objects of the Association and agrees to be bound by its Rules may complete an Application Form. Upon acceptance of the application by the Executive and upon payment of the application fee, the applicant certification body shall be a member of the Association.
- Each member is to nominate a primary contact person to represent them. Normally, that person is expected to be the principal of the respective certification body and, in any case, must be able to act on behalf of the certification body without the need for further referral.
- Each member may also nominate an alternative contact person who may represent them in the primary contact person’s absence.
- Both persons may attend meetings but only one may vote. Both persons are to receive relevant Association correspondence.
5.2 Associate Members
- Any affiliated or interested body (association, industry body, interested person), who supports the objects of the Association may complete an Application Form. Upon acceptance of the application by the Executive and upon payment of the application fee, the applicant shall be an Associate Member of the Association.
- Each Associate Member is to nominate a primary contact person to represent them.
- Each Associate Member may also nominate an alternative contact person who may represent them in the primary contact person’s absence.
- Associate Members may attend the open section of Association meetings but are excluded from closed General Member meetings.
- Associate Members are excluded from voting on Association issues.
5.3 Membership fee
- The annual membership fee shall be such sum as the members shall determine from time to time in General Meeting.
- The annual membership fee shall be payable on 1 January or at a time that the Executive Committee determines.
- Any member whose membership fee is outstanding for more than six months after the due date for payment shall cease to be a member of the Association and is not entitled to access information provided by other agencies or organisations to the Association for its members, nor to receive minutes of the Association’s meetings or to participate in the Association’s related events.
A member may resign from membership of the Association by giving written or email notice to the Chairperson of the Association. Any resigning member shall be liable for any outstanding membership fees which may be recovered as a debt due to the Association.
5.5 Expulsion of a member
- Subject to giving a member an opportunity to be heard or to make a written submission, the Executive may resolve to expel a member upon a charge of misconduct detrimental to the interests of the Association or if a member fails to attend more than four meetings in succession.
- Particulars of the charge shall be communicated to the member at least one month before the next General Meeting of the Association at which the matter will be determined.
- The determination of the General Meeting shall be communicated to the member, and in the event of an adverse determination the member shall (subject to 5.4d below) cease to be a member 14 days after the Association has communicated its determination to the member.
- It shall be open to a member to appeal the expulsion from the Association at a subsequent General Meeting. The intention to appeal shall be communicated to the Chairperson of the Association within 14 days after the determination of the Association has been communicated to the member.
- In the event of an appeal under 5.4d above, the appellant’s membership of the Association shall not be terminated unless the determination to expel the member is upheld by the members of the Association at a subsequent General Meeting after the appellant has been heard by the members of the Association, and, in such event, membership will be terminated at the date of the General Meeting at which the determination is upheld.
5.6 Register of members
A register of members must be retained by the Secretary and contain:
- the name and address of each member,
- the date on which each member was admitted to the association, and
- if applicable, the date of and reason(s) for termination of membership.
- The Executive Committee
6.1 Powers and duties
- The affairs of the Association shall be managed and controlled by an Executive Committee which, in addition to any powers and authorities conferred by these Rules, may exercise all such powers and do all such things as are within the objects of the Association, and are not by the Act or by these Rules required to be done by the Association in General Meeting.
- The Executive Committee has the management and control of the funds and other property of the Association.
- The Executive Committee shall have authority to interpret the meaning of these Rules and any other matter relating to the affairs of the Association on which these Rules are silent.
- The Secretary shall retain a document containing ‘AACB Policies’ determined by members at General Meetings and interpretations by the Executive Committee. This document shall be available to members at General Meetings and through the members’ area of the AACB website.
- The Executive Committee shall appoint a public officer as required by the Act.
- The Executive Committee shall be comprised of no more than four members.
- Members of the Executive Committee will be elected to hold the following roles: Chairperson, Vice-Chairperson, Secretary, and Treasurer.
- An Executive Committee member shall be a natural person.
- The term of appointment for each Executive Committee member is to be three years, after which the position must be put up for re-election at the next General Meeting. Previous incumbents of positions may nominate for re-election.
- The appointment of an Executive Committee member shall be determined by a majority of members’ votes at a General Meeting of the Association.
- The role of Secretary and Treasurer may be held by a person other than a member, including a contractor to the Association, but they will not then be a member of the Executive Committee and not have any voting rights.
- An Associate Member may not be nominated or elected to the Executive Committee, but may be invited to participate in relevant meetings and discussions with the Executive Committee where the Associate Member’s expertise or opinion is sought.
6.3 Proceedings of Executive Committee
- The Executive Committee shall normally communicate through email or telephone but also meet in person at least every six months.
- Executive Committee Meetings shall be called by the Chairperson.
- Questions arising at any meeting of the Executive Committee shall be decided by a majority of votes, and in the event of equality of votes the Chairperson shall have a casting vote in addition to a deliberative vote.
- A member of the Executive Committee having a direct or indirect pecuniary interest in a contract or proposed contract with the Association must disclose the nature and extent of that interest to the Executive Committee as required by the Act, and shall not vote with respect to that contract or proposed contract.
6.4 Disqualification of Executive Committee members
The office of an Executive Committee member shall become vacant if an Executive Committee member is:
- disqualified from being an Executive Committee member by the Act,
- expelled as an Executive Member under these Rules,
- permanently incapacitated by ill health, or
- absent from more than two meetings in succession.
6.5 Other Committees
- The Executive Committee may, from time to time, appoint members to other committees which may be standing committees or committees nominated for a particular project.
- There is no limit to the number of committees or the number of members on any particular committee.
- Each committee is to have a Chairperson who is to report to the Executive Committee as required and at each General Meeting.
- General Meetings
7.1 General Meetings
- The Chairperson shall call a General Meeting in accordance with the Act and these Rules.
- The first General Meeting shall be held within 18 months after the incorporation of the Association, and thereafter at least six monthly.
- The order of the business at the meeting shall be:
- the confirmation of the minutes of the previous General Meeting and of any special General Meetings held since that meeting
- the consideration of the accounts and reports of the Executive Committee
iii. the election of Executive Committee members, where required
- reports by Committees
- any other business requiring consideration by the Association in General Meeting.
7.2 Special General Meeting
- The Chairperson may call a Special General Meeting of the Association at any time.
- Upon a requisition in writing or email of not less than 25% of the total number of members of the Association, the Chairperson shall, within one month of the receipt of the requisition, convene a Special General Meeting for the purpose specified in the requisition.
- Every requisition for a Special General Meeting shall be signed by the relevant members and shall state the purpose of the meeting.
- If a Special General Meeting is not convened within one month, as required by 8.2b above, the requisitionists, or at least 50% of their number, may convene a special General Meeting. Such a meeting shall be convened in the same manner as nearly as practical as a meeting convened by the Executive Committee, and for this purpose the Executive Committee shall ensure that the requisitionists are supplied free of charge with particulars of the members entitled to receive a notice of meeting. The reasonable expenses of convening and conducting such a meeting shall be borne by the Association.
7.3 Notice of General Meetings
- Subject to 7.3b, at least 14 days notice of any General Meeting shall be given to members. The notice shall set out where and when the meeting will be held, and particulars of the nature and order of the business to be transacted at the meeting.
- Notice of a meeting at which a special resolution is to be proposed shall be given at least 21 days prior to the date of the meeting.
- A notice may be given by the Association to any member by serving the member with the notice personally, or by sending it by post or email to the address appearing in the register of members.
- Where a notice is sent by post:
- the service is effected by properly addressing, prepaying and posting a letter or packet containing the notice, and
- unless the contrary is proved, service will be taken to have been effected at the time at which the letter or packet would be delivered in the ordinary course of post.
- Where a notice is sent by email:
- the service is effected by properly addressing an email packet containing the notice, and
- unless the contrary is proved, service will be taken to have been effected at the time at which the email was dispatched.
7.4 Proceedings at General Meetings
- 50% of members present personally or by proxy shall constitute a quorum for the transaction of business at any General Meeting.
- If within 30 minutes after the time appointed for the meeting a quorum of members is not present, a meeting convened upon the requisition of members shall lapse. In any other case, the meeting shall stand adjourned at the Chairperson’s pleasure for rescheduling.
- Subject to 7.4d, the Chairperson shall preside as Chairperson at a General Meeting of the Association.
- If the Chairperson is not present within 30 minutes after the time appointed for holding the meeting, or he or she is present but declines to take or retires from the chair, the members may choose an Executive Committee member or one of their own number to be the Chairperson of that meeting.
7.5 Voting at General Meetings
- Subject to these Rules, every member of the Association has only one vote at a meeting of the Association.
- Subject to these Rules, a question for decision at a General Meeting, other than a special resolution, must be determined by a majority of members who vote in person or, where proxies are allowed, by proxy, at that meeting. In the event of equality of votes, the Chairperson shall have a casting vote in addition to a deliberative vote.
- Unless a poll is demanded by at least five members, a question for decision at a General Meeting must be determined by a show of hands.
- A member being a certification body shall be entitled to appoint one person, to represent it at a particular General Meeting or at all General Meetings of the Association. Such a person shall be deemed to be a member of the Association for all purposes until the authority to represent the certification body is revoked.
7.6 Poll at General Meetings
- If a poll is demanded by at least five members, it must be conducted in a manner specified by the person presiding and the result of the poll is the resolution of the meeting on that question.
- A poll demanded for the election of a person presiding or on a question of adjournment must be taken immediately, but any other poll may be conducted at any time before the close of the meeting.
7.7 Special and ordinary resolutions
- A special resolution is defined in the Act.
- An ordinary resolution is a resolution passed by a simple majority at a General Meeting.
A member shall be entitled to appoint in writing or by email a natural person who is also a member of the Association to be their proxy, and attend and vote at any General Meeting of the Association.
- Proper minutes of all proceedings of General Meetings of the Association and of meetings of the Executive Committee shall be recorded by the Secretary within one month after the relevant meeting in minutes retained on the AACB website.
- The minutes kept pursuant to this Rule must be confirmed by the members of the Association or the members of the Committee (as relevant) at a subsequent meeting.
- The minutes kept pursuant to this Rule shall be signed by the Chairperson of the meeting at which the proceedings took place or by the Chairperson of the next succeeding meeting at which the minutes are confirmed.
- Where minutes are entered and signed they shall, until the contrary is proved, be evidence that the meeting was convened and duly held, that all proceedings held at the meeting shall be deemed to have been duly held, and that all appointments made at a meeting shall be deemed to be valid.
- Financial reporting
9.1 Financial year
The first financial year of the Association shall be the period ending on the next 30 June following incorporation, and thereafter a period of 12 months commencing on 1 July and ending on 30 June of each year.
9.2 Accounts to be kept
The Association shall keep and retain such accounting records as are necessary to correctly record and explain the financial transactions and financial position of the Association in accordance with the Act.
9.3 Accounts to be reviewed
The Association is not a prescribed association.
However, the Association’s accounts shall be reviewed for accuracy by a nominated person once every three years. This nominated person must be a member of the Association but independent from the Executive Committee.
- Prohibition against securing profits for members
The income and capital of the Association shall be applied exclusively to the promotion of its objects and no portion shall be paid or distributed directly or indirectly to members or their associates except as bona fide remuneration of a member for services rendered or expenses incurred on behalf of the Association.
- Winding up
The Association may be wound up in the manner provided for in the Act.
- Application of surplus assets
- If after the winding up of the Association there remains “surplus assets’’ as defined in the Act, such surplus assets shall be distributed to any organisation which has similar objects and has rules which prohibit the distribution of its assets and income to its members.
- Such organisation or organisations shall be identified and determined by a resolution of members in General Meeting.
These Rules may be altered (including an alteration to the Association’s name) by special resolution of the members of the Association. This includes recision or replacement by substitute rules.
The alteration shall be registered with the Office of Consumer and Business Affairs, Corporate Affairs Commission, as required by the Act. The registered rules shall bind the Association and every member to the same extent as if they have respectively signed and sealed them, and agreed to be bound by all of the provisions thereof.