Governance

Council of the Engineering Foundation of the University of Western Australia

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Mr John Doyle, Executive Officer.


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Constitution of the Council of the Engineering Foundation of the University of Western Australia.

Constitution

Name

1. The name of the Foundation is 'The Engineering Foundation of The University of Western Australia'.

Definitions

2. In this Constitution unless the context otherwise requires:

  • 'Foundation' means The Engineering Foundation of The University of Western Australia.
  • 'The Act' means the University of  Western Australia Act  1911.
  • 'University' means The University of Western Australia as constituted by the Act.
  • 'Senate' means the Senate of the University.
  • 'Faculty of Engineering, Computing and Mathematics' consists of the Engineering schools of the University.
  • 'Council' means the Council of the Foundation.
  • Words importing the singular number include the plural and vice versa.
  • Words importing persons include companies, firms, corporations and unincorporated associations.

Objects

3. The objects of the Foundation shall be to assist the Senate and the Vice-Chancellor in all matters associated with the promotion of engineering education, study and research within the University and in particular to—

(a) cooperate with staff of the Faculty of Engineering, Computing and Mathematics, the Advisory Board in Engineering and the Engineering Graduates' Association in the furtherance of engineering education, study and research;

(b) admit to membership of the Foundation persons, firms, companies and associations, whether incorporated or unincorporated, and upon such terms consistent with these objects as may be determined from time to time;

(c) solicit donations, gifts and bequests to the Foundation on behalf of the University;

(d) recommend the printing of publications consistent with these objects and the issue thereof;

(e) arrange for lectures, exhibitions and demonstrations;

(f) assist in arranging visits to the University by specialists in engineering;

(g) recommend grants to the Faculty of Engineering, Computing and Mathematics for any purpose whatsoever associated with the attainment of the above objects or any of them;

(h) subject to the concurrence of the Vice-Chancellor, enter into any arrangement with any organisation having objects similar to those of the Foundation; and

(i) do all such things as are incidental or conducive to the attainment of the above objects or any of them.

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Council

4. The control, management and conduct of the business and affairs of the Foundation shall be vested in the Council whose acts, decisions, directions, promises and agreements shall not except as provided by Clause 17 hereof be binding on the University or the Foundation until ratified by the Senate.

5. Notwithstanding the provisions of Clause 4 hereof the Senate may waive the requirement of ratification both in relation to specific matters or generally. No such waiver shall be effective until the same shall have been communicated in writing under the hand of the Vice-Chancellor to the Council.

6. The Council shall consist of:

(a) The Chancellor, the Vice-Chancellor, the Dean of the Faculty of Engineering, Computing and Mathematics, the heads of the schools in the Faculty of Engineering, Computing and Mathematics, the Chair of the Engineering Graduates Association of The University of Western Australia, the President of the Foundation and the immediate past Chair of the Council, as ex-officio members.

(b) Governors and not more than ten persons being members, associate members or honorary governors who shall be elected by ballot at each annual general meeting of the Foundation.

7. The Council shall elect a chair from among its members at the Council's first meeting after its election each year or otherwise at the first meeting after the office of chair shall fall vacant. The Chair shall hold office until his successor is elected.

8. The members of the Council, other than ex-officio members, shall retire each year but shall be eligible for renomination and reappointment.

9. No person shall be eligible for nomination to the Council unless the person—

(a) is a governor who is a retiring member of the Council; or

(b) is a governor or member proposed for nomination by a general meeting of the Foundation; or

(c) is a governor, honorary governor, member or associate member proposed for nomination by the Council.

10. Ex-officio members may appoint nominees to act on their behalf.

11. Members of the Council may attend general meetings of the Foundation but shall not vote at such meetings unless qualified as governor, member or associate member of the Foundation.

12. A member of the Council may retire and may be removed from office on a resolution passed by the members of the Council at a meeting convened for the purpose with a quorum of at least one-third of the members thereof, of which no less than 21 days’ written notice shall have been given.

13. The Council shall meet at least twice a year.

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Proceedings, powers and responsibilities of the Council

14. The Council shall regulate its meetings as it sees fit but, until the Council otherwise determines, five members of the Council including at least two non-University representatives shall constitute a quorum.

15. Questions arising at any meeting shall be determined by a majority of votes and in the case of any equality of votes the Chair shall have a second or casting vote.

16. The Council shall cause minutes to be kept and recorded of all meetings and resolutions of the Council and general meetings of the Foundation.

Delegated powers of Council

17. Notwithstanding the provisions of Clause 4 of this Constitution the Council shall have the authority without the ratification of the Senate to—

(a) appoint sub-committees consisting of one or more persons (who need not be members of the Foundation) whose duty shall be to investigate and report to the Council on matters referred to them by the Council;

(b) prepare an audited balance sheet and statement of income and expenditure for presentation at the Annual General Meeting of the Foundation;

(c) appoint a person whose duty shall be to act as secretary to the Council, to keep and record all meetings and resolutions of the Council and general meetings of the Foundation and to carry out such other duties as the Council may direct.

18. The Senate shall have the power on the expiration of 28 days after service of a written notice to the Council to withdraw, revoke, amend or alter any of the delegated powers contained in Clause 17 hereof or any waiver pursuant to Clause 5 hereof, and thereafter those matters shall require the ratification of the Senate.

19. The Council shall submit an annual report to the Senate.

Membership of the Foundation

20. The Council may from time to time determine the qualifications for and the conditions of membership of the Foundation, and may admit persons to membership thereof as governors, honorary governors, members, associate members or contributors of the Foundation. If any such person shall be a company, firm, corporation or unincorporated association, the rights, privileges and obligations attaching to membership shall be vested in a natural person who shall be nominated thereby as its or their representative. Reference herein to governors, honorary governors, members or associate members shall be construed where appropriate as references to the respective representatives of their companies, firms, corporations or unincorporated associations.

21. The Senate may, on the recommendation of the Council, appoint persons to be honorary governors of the Foundation for periods of up to three years.

22. Unless otherwise determined by the Council the annual subscriptions to the Foundation which shall be payable on admission to membership shall be:

(a) by a governor, not less than $7500;

(b) by a member, not less than $1500;

(c) by an associate member, not less than $750;

(d) by a contributor, not less than $75; and

(e) by an honorary governor, nil.

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General Meetings

23. A general meeting of the Foundation shall be held at least once a year.

24. The Council may at any time convene a special general meeting of the Foundation and shall convene such meeting on the requisition in writing of not less than five governors or members, but any special general meeting shall consider only the business which was the subject of the requisition.

25. Not less than 14 days' notice in writing of any general meeting shall be given to the governors, honorary governors, members, associate members and contributors of the Foundation and to the ex-officio members of the Council.

26. At each Annual General Meeting the eligible voters shall elect a president who shall act until the election of his successor.

27. The Chair of all general meetings shall be the President or in that person's absence the Chair of the Council.

28. No business shall be transacted at any general meeting unless five governors or members are present personally or by representation.

29. All members except contributors shall be entitled to vote at general meetings and they shall have votes in proportion to subscriptions (i.e. associate members 1, members 2, governors 10). Honorary governors and ex-officio members of the Council (unless qualified as governors or members) are not entitled to vote.

30. At any general meeting a resolution put to the vote shall be decided by a show of hands, unless a request or a ballot is made by not less than three persons present and entitled to vote.

31. A declaration of the Chair of the meeting that the resolution has been carried or lost shall be conclusive.

32. The Chair may with the consent of any meeting at which a quorum is present adjourn the meeting to a date to be fixed by the Chair, but no business shall be transacted at any adjourned meeting other than the business left unfinalised at the meeting which was adjourned.

Received by the Foundation

33. All moneys received, by or on behalf of, or as a result of the activities of the Foundation, shall be vested in the University and shall be held by the University upon trust in a fund to be known as the Foundation Fund which, subject to the Act, shall as to the capital and the income thereof be expended as the Senate with the advice of the Council shall think fit for the promotion of the objects of the Foundation but which shall otherwise be invested in accordance with the laws from time to time in force governing the investment of trust property by trustees.

Alterations to the Constitution

34. This Constitution may be added to, amended or repealed—

(a) by a resolution passed by a majority of not less than two-thirds of the members of the Council present at a meeting specially convened for such purposes, of which not less than 14 days' notice in writing has been given, provided that no such addition, amendment or repeal shall have any force or effect unless it has been approved by a general meeting of the Foundation and by the Senate; or

(b) by the Senate following 28 days' written notice to the Chair of the Council.

Dissolution of Foundation

35. In the event of dissolution of the Foundation the Foundation Fund shall become the absolute property of the University and no member of the Foundation shall have any claim thereto or to any part thereof.

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