Constitution

Rules of the Australian Professional Technical Analysts (APTA) Incorporated

PART 1 - PRELIMINARY.

1. Definitions:

(1) In these rules:

(a) "Commissioner" means the Commissioner of the Office of Fair Trading.

(b) "Association" means the Australian Professional Technical Analysts (APTA) Incorporated

(d) "Vice President" means the person who is elected as Vice President.

(e) "Secretary" means

(i) the person holding office under the rules as Secretary of the association or

(ii) if no such person holds that office - the public officer of the association.

(f) "Treasurer" means the person is elected as Treasurer.

(g) "Committee" means the APTA committee of management.

(h) “Officer'' means any person elected to a position or employed by the association.

(i) "Member" means any financial member of the association.

(j) “Voting Member” means any financial member entitled under these rules to vote.

(k) "General Meeting" means a general meeting of the association other than an annual general meeting or a special general meeting..

(l) "the Act" means the Association Incorporation Act 1984.

(m) "the Regulation" means the Associations Incorporation Regulation 1999.

(n) the singular shall include the plural and vice versa.

(o) masculine equals feminine and vice versa.

(2) In these rules:

(a) a reference to a function includes a reference to a power, authority and duty, and

(b) a reference to the exercise of a function includes, if the function is a duty, a reference to the performance of the duty.

(3) The provision of the Interpretation Act 1987apply to and in respect of these rules in the same manner as those provisions would so apply if these rules were an instrument made under the Act.

PART 2. THE ASSOCIATION

2. Association Name. The name of the association is “Australian Professional Technical Analysts (APTA) Incorporated".

3. Objectives of the Association.

The objects for which the association is established are:

(a) To establish and foster a professional association amongst Technical Analysts inside and outside Australia with a view to promoting and advancing the theory and practice of technical analysis.

(b) To establish and foster an association amongst persons who have an interest in technical analysis.

(c) To hold meetings and conferences for the discussion of all matters related to technical analysis for the purpose of promoting and advancing the theory and practice of technical analysis.

(d) To cater to members so as to meet their professional development needs as technical analysts.

(e) To maintain, improve, develop and encourage the highest standards of professional ethics and competence among Technical Analysts.

(f) To increase the awareness and respect of technical analysis within the financial services industry.

(g) To offer educational courses, activities and functions including assisting, co‑operating with, and otherwise engaging in, educational advancement of members within the technical analysis profession along with the granting of certificates of qualification to successful candidates.

PART 3. MEMBERSHIP

4. Membership Qualifications

A person is qualified to be a member of the association only if:

(a) the person is a person referred to in section 15(1) (a), (b), or (c) of the Act and has not ceased to be a member of the association at any time after incorporation of the assciation under the Act.

(b) the person is a natural person:

(i) who has been nominated for membership of the association as provided by rule 6, and

(ii) who has been approved for membership of the association by the membership committee.

5. Types of Membership.

Members of the association shall consist of professional members, associate members, foundation members and life members, pursuant to these rules.

(a) Professional Members.

The committee may appoint as a professional member of the association any person who meets the requirements of section 11 (1) through to (11).

(b) Associate Members

The committee may appoint as an associate member of the association any person who meets the requirements of section 12 (1) through to (11). Associate members will have no voting rights

(c) Foundation Members.

The committee may appoint as a foundation member of the association any member who was accepted as a member at the associations inaugural meeting and any so appointed shall be entitled to all the privileges of membership enjoyed by a professional member upon payment of annual subscriptions.

(d) Life Members.

The committee may appoint as a life member of the association any member who has in its opinion made a valuable or significant contribution to the association and any life member so appointed shall be entitled for life to all the privileges of membership enjoyed by a professional member without payment of annual subscriptions. No life member shall be appointed within the first five years from incorporation.

6. Nomination for Membership.

(1) A nomination of a person for membership of the association:

(a) must be made by two members and one committee member of the association, on the form set out in Appendix 1 to these rules, and

(b) must be lodged with the Secretary of the association and

(c) be properly completed and shall be accompanied by a remittance in payment of the entrance fee and annual membership fee.

(2) As soon as practicable after receiving a nomination for membership, the Secretary must refer the nomination to the membership committe which shall determine whether to approve or to reject the nomination. No reason for rejection needs to be given.

(3) As soon as practicable after the committee makes that determination, the Secretary must

(a) Notify the nominee, in writing, that the committee approved or rejected the nomination (whichever is applicable), and

(b) If the committee approved the nomination, issue a receipt for the sum payed under these rules by a member as entrance fee and annual membership fee.

(c) If the committee does not approve the nomination, notify the nominee and refund the entrance fee and the annual membership fee paid at the time of nomination.

(4) The Secretary must, subject to payment by the nominee of the amounts referred to in clause 1(c), enter the nominee's name in the register of members and, on the name being so entered, the nominee becomes a member of the association.

7. Membership Contributions.

(1) Every member of the association undertakes to contribute to the assets of the association.

(2) In the event of the association being wound up while he is a member or within one year after he ceases to be a member for payment of the debts and liabilities of the association contracted before the time at which he ceases to be a member, and the costs, charges and expenses of winding up and for an adjustment of the rights of contributories among themselves such amount as may be required not exceeding two dollars ($2.00).

8. Privaleges and Obligations of Members.

(1) Professional members shall be entitled to attend and vote at the Annual General meeting, Extraordinary General meetings and general meetings of the association. Each member so entitled to vote, shall have one vote. Professional members are entitled to be elected as a member of the committee.

(2) Foundation members shall be entitled to attend and vote at the Annual General meeting, Extraordinary General meetings and general meetings of the association. Each member so entitled to vote, shall have one vote. Foundation members are entitled to be elected as a member of the committee.

(3) Life members shall be entitled to attend and vote at the Annual General meeting, Extraordinary General meetings and general meetings of the association. Each member so entitled to vote, shall have one vote. Life members are entitled to be elected as a member of the committee.

(4) Associate members shall be entitled to attend but not vote at the Annual General meeting, Extraordinary General Meetings and general meetings of the association nor are they entitled to be elected as a member of the committee. Associate members may be co-opted by the committee to serve as a member of the committee.

(5) Each member shall furnish to the Secretary particulars of his address, private and business, and of the official position he occupies and such other information as the committee shall from time to time require and in addition shall inform the Secretary of any changes thereto, from time to time.

9. Conditions Governing Membership.

(1) The committee shall determine the entrance fee, the annual membership fee and the due date of payment.

(2) Any member shall be entitled to resign his membership on giving notice in writing of his intention to do so to the Secretary.

(3) Any member who has failed to pay his annual membership fee within thirty days of the due date shall be excluded from membership and his name shall be removed from the Register of Members.

10. Membership Committee.

(1) The membership committee shall consist of 3 professional, foundation or life members appointed by the committee who will report decisions directly to the Secretary and the Committee.

(2) The membership committee must determine whether the applicant meets the criteria set by the committee for acceptance as a member.

(3) The membership committee is not required to report reasons for any decisions made by the committee.

(4) All membership dealings must be kept private and confidential.

11. Professional Membership Acceptance Criteria.

A person must meet the following criteria to be accepted into the association as professional members.

(1) Must be financial

(2) Must be prepared to adhere to the code of ethics.

(3) Must be of good character

(4) Must agree to submit a curriculm vitae to the membership committee if requested

(5) Must be prepared to be interviewed by the membership committee if requested

(6) Must agree that the findings of the membership committee (re: membership applications) are final and are not subject to challenge.

(7) Must not be bankrupt

(8) Must agree not to bring the association into disrepute

(9) Must agree to abide by privacy principles and legislation

(10) Must agree to provide, if so requested, a signed declaration that they are a professional technical analyst – i.e. those who source a significant proportion of their income from technical analysis either directly or indirectly.

(11) Must agree to make no representations as to endorsements

(12) Must agree that the authority to use the associations logo is vested with the committee.

(13) Must agree to abide with the association's rules.

12. Associate Membership Acceptance Criteria.

A person must meet the following criteria to be accepted into the association as associate members.

(1) Must be financial

(2) Must be prepared to adhere to the code of ethics.

(3) Must be of good character

(4) Must agree to submit a curriculm vitae to the membership committee if requested

(5) Must be prepared to be interviewed by the membership committee if requested

(6) Must agree that the findings of the membership committee (re: membership applications) are final and are not subject to challenge.

(7) Must not be bankrupt

(8) Must agree not to bring the association into disrepute

(9) Must agree to abide by privacy principles and legislation

(10) Must have an identifiable interest in technical analysis and maintain a desire to further advance their skill set within this area of interest.

(11) Must agree to make no representations as to endorsements

(12) Must agree that the authority to use the associations logo is vested with the committee.

(13) Must agree to abide with the association's rules.

13. Cessation of Membership.

A person ceases to be a member of the association if the member:

(a) dies, or

(b) resigns, or

14. Membership Entitlements Not Transferable.

A right, privilege or obligation which a person has by reason of being a member of the association:

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

(b) terminates on ceasation of the member's membership.

15. Resignation of Membership.

(1) A member of the association is not entitled to resign that membership except in accordance with this rule.

(2) A member of the association who has paid all amounts payable by the member to the association in respect of the member's membership may resign by first giving the Secretary written notice of at least one month (or such other period as the committee may determine) of the member's intention to resign and, on the expiration of the period of notice, the member ceases to be a member.

(3) If the member of the association ceases to be a member under clause (2), and in every other case where a member ceases to hold membership, the Secretary must make an appropriate entry in the register of members recording the date on which the member ceases to be a member.

16. Register of Members.

(1) The public officer must establish and maintain a register of members of the association specifying the name and address of each person who is a member of the association together with the date on which the person became a member.

(2) The register of members must be kept at the principal place of administration of the association and must be open for inspection, free of charge, by any member at any reasonable hour.

(3) A member of the association may not obtain a copy of the register or any part of the register.

17. Fees and Subscriptions.

(1) A member must, upon application to become a member, pay to the association an entrance fee of $1 or, if some other amount is determined by the committee, that other amount.

(2) In addition to any amount payable by the member under clause (1), a member must pay to the association an annual membership fee of $2 or, if some other amount is determined by the committee, that other amount.

(a) except as provided by paragraph (b), before 1 July in any calender year, or

(b) if the member becomes a member on or after 1 July in any calender year - on becoming a member and before 1 July in each succeeding calender year.

18. Member's Liabilities.

The liability of a member to contribute towards the payment of the debts and liabilities of the association or the cost, charges and expenses of the winding up of the association is limited to the amount, if any, unpaid by the member in respect of membership of the association as required by rule 16.

19. Resolution of Internal Disputes.

(1) Disputes between members (in their capacity as members) of the association, and disputes between a member and the association, are to be referred to a community justice centre for mediation in accordance with the Community Justice Centres Act 1983.

(2) At least 7 days before a mediation session is to commence, the parties are to exchange statements of the issues that are in dispute between them and supply as many copies to the mediator as may be required by the mediator.

20. Disciplining Members.

(1) There shall be appointed each year by the committee from its professional, life or foundation members a disciplinary committee consisting of not less than 3 such members of whom 2 shall form a quorum for the purpose of investigating questions relating to qualifications of members, manner and conditions of admission, privileges, obligations, expulsions and suspensions of membership together with questions of professional practice generally and of making recommendations to the committee where a member has:

(a) become incapable through mental infirmity of managing his affairs; or

(b) been convicted by a competent tribunal of an offence which is in the opinion of the disciplinary committee discreditable to. or against the interests of the association; or

(c) been guilty of conduct which is in the opinion of the disciplinary committee dishonourable or unprofessional or likely to bring the association into disrepute or has committed a breach of these rules made pursuant thereto, or is otherwise discreditable to or has acted against the interests of the association;

(2) the disciplinary committee shall investigate the matter, and if it thinks fit, report to the committee with recommendations for disciplinary action.

(3) any member subject to investigation by the disciplinary committee shall before the disciplinary committee reports to the committee, receive a notice of a meeting at which his case will be considered by the committee and he shall be entitled either personally or by some other persons appointed by him in writing to appear at such meeting of the committee to be heard in explanation of his conduct and to tender to the committee in writing any explanation of his conduct or any submissions in respect thereof.

(4) the committee shall at a meeting consisting of not less than two thirds of its members consider any case reported to it by the disciplinary committee and may upon passinga resolution specifying the reason for its action, exclude the member from membership and have the Secretary remove his name from the register of members, or suspend all or any of his rights of membership or to reprimand him. Any action taken by the committee pursuant to this article shall not prejudice the rights of the association to recover any arrears of subscription or any other moneys owing to the association from the member.

21. Right of Appeal of Disciplined Member.

(1) A member may appeal to the association in general meeting against a resolution of the committee under rule 20, within 7 days after notice is served on the member, by lodging with the Secretary a notice to that effect.

(2) The notice must be accompanied by a statement of the grounds on which the member intends to rely for the purpose of the appeal.

(3) On receipt of a notice from a member under clause (1), the Secretary must notify the committee which is to convene a general meeting of the association to be held within 28 days after the date on which the Secretary received the notice.

(4) At a general meeting of the association convened under clause (3):

(a) no business other than the question of the appeal is to be transacted, and

(b) the committee and the member must be given the opportunity to state their respective cases orally or in writing, or both, and

(c) the voting members present are to vote by secret ballot on the question of whether the resolution should be confirmed or revoked.

(5) If at the general meeting the association passes a special resolution in favour of the confirmation of the resolution, the resolution is confirmed.

PART 4 - THE COMMITTEE

22. Powers and Duties of the Committee.

The committee is to be called the board of management of the association and, subject to the Act, the Regulation and these rules and to any resolution passed by the association in general meeting:

(a) is to control and manage the affairs of the association, and

(b) may exercise all such functions as may be exercised by the association, other than those functions that are required by these rules to be exercised by a general meeting of members of the association, and

(c) has power to perform all such acts and do all such things as appears to the committee to be necessary or desirable for the proper management of the affairs of the association.

(d) The committee may exercise the power to borrow money, limited however to an amount equal to the annual membership fees for the previous financial year and to mortgage or charge its property or any part thereof, and to issue debentures and other securities whether or outright or as security for any debt, liability or obligation of the association.

(e) All cheques, promissory notes, drafts, bills of exchange or other negotiable instruments, and all receipts for moneys paid to the association shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, by any two members of the committee or in such other manner as the committee may from time to time determine.

(f) The committee shall appoint, employ, engage, remove, discharge and dismiss all employees as it may consider necessary and shall regulate their duties and fix their salaries or remuneration.

(g) The committee shall cause minutes to be made as outline under the heading committee Minutes.

(h) The committee may delegate any of its powers to one or more committees. Any committee so formed shall conform to any regulations that may be imposed by the committee and subject thereto shall have power to co‑opt any member or members of the association.

(i) The committee may make donations for patriotic or charitable purposes.

(j) To do all such other acts and things as are incidental or conducive to the attaiment of the objectives and the exercise of the powers of the association provided by the association shall not support with its funds or endeavours to impose or procure to be observed by its members or others any regulation or restriction which if an object of the association could make it a trade union within the meaning of the Industrial Conciliation & Arbitration Act 1972.

(k) The income and property of the association howsoever derived shall be applied solely towards the promotion of the objectives of the association as set forth in these Rules (as amended from time to time).

(l) Nothing herein contained shall prevent the payment in good faith for or on account of any of the following:

(i) reasonable and proper renumeration to any officer or member of the association in return for any services actually rendered to the association and repayment of out of pocket expenses reasonably incurred in the performance of such services provided that no member of the committee shall be paid a salary or fee in respect of the appointment to or holding of any office of the association.

(ii) goods/services to the association in the ordinary course of business;

(iii) interest on money lent to the association at the rate for the time being charged by bankers in Sydney for the overdrawn accounts;

(iv) reasonable and proper rent for premises demised or let to the association

23. Constitution and Membership

(1) Subject in the case of the first members of the committee to section 21 of the Act, the committee is to consist of:

(a) the office bearers of the association, and

(b) additional members (the number of which shall be decided by resolution of the committee), each of whom is to be elected at the annual general meeting of the association under rule 23.

(2) The office bearers of the association are to be :

(a) the President

(b) two Vice Presidents

(d) the Secretary

(3) Each member of the committee is, subject to these rules, to hold office until the conclusion of the annual general meeting following the date of the member's election, but is eligible for re-election.

(4) In the event of a casual vacancy occurring in the membership of the committee, the committee may appoint a member of the association to fill the vacancy and the member so appointed is to hold office, subject to these rules, until the conclusion of the annual general meeting next following the date of the appointment.

(5) The committee may appoint additional members of the association to fill the vacancy and the member so appointed is to hold office, subject to these rules, until the conclusion of the annual general meeting next following the date of the appointment.

24. Election of Committee Members

(1) Nominations of candidates for election as members of the committee:

(a) must be made in writing, signed by two professional, foundation or life members and accompanied by the written consent of the candidate (which may be endorsed on the form of the nomination), and

(b) must be delivered to the Secretary at least 7 days before the date fixed for the holding of the annual general meeting at which the election is to take place.

(2) If insufficient nominations are received to fill all vacancies on the committee, the candidates nominated are taken to be elected and further nominations are to be received at the annual general meeting.

(3) If insufficient further nominations are received, any vacant positions remaining on the committee are taken to be casual vacancies.

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

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

(6) The ballot for the election of members of the committee is to be conducted at the annual general meeting in such usual and proper manner as the committee may direct.

(7) After election to office, the committee shall elect annually from its members a President, two Vice-President, Secretary and Treasurer. In the event of the office of President, Vice-President, Secretary or Treasurer becoming vacant, the committee shall elect such member or members as may be necessary to fill such vacancy or vacancies.

25. Secretary

(1) The Secretary of the association must, as soon as practicable after being appointed as Secretary, lodge notice with the association of his or her address.

(2) It is the duty of the Secretary to keep minutes of:

(a) all appointments of office-bearers and members of the committee.

(b) the names of the members of the committee present at a committee meeting or general meeting, and

(3) Minutes of the proceedings at a meeting must be signed by the Chairperson of the next succeeding meeting.

26. Treasurer.

It is the duty of the Treasurer of the association to ensure:

(a) that all money due to the association is collected and received and that all payments authorised by the association are made,

and

(b) that correct books and accounts are kept showing the financial affairs of the association, including full details of all receipts and expenditure connected with the activities of the association.

27. Casual Vacancies.

For the purpose of these rules, a casual vacancy in the office of a member of the committee occurs if the member:

(a) dies, or

(b) ceases to be a member of the association, or

(d) resigns office by notice in writing given to either the President or the Secretary, or

(e) is removed from the office under rule 27, or

(f) becomes a mentally incapacitated person, or

(g) is absent without consent of the committee from two consecutive meetings of the committee without reasonable cause or

(h) becomes prohibited from being a director of a company by reason of an order made under the Corporations Law.

28. Removal of Member.

(1) The association in general meeting by resolution may remove any member of the committee from office before the expiration of the member's term of office and may by resolution appoint another person to hold office until the expiration of the term of office of the member so removed.

(2) If a member of the committee to whom a proposed resolution referred to in Clause (1) makes representation in writing to the Secretary or President (not exceeding a reasonable length) and requests that the representation be notified to members of the association, the Secretary or President may send a copy of the representation to each member of the association or, if the representations are not so sent, the member is entitled to require that the representations be read out at the meeting at which the resolution is considered.

29. Meetings and Quorum.

(1) The committee must meet at least 3 times in each period of 12 months at such place and time as the committee may determine.

(2) Additional meetings of the committee may be convened by the President or by any member of the committee.

(3) Written notice of a meeting of the committee must be given by the Secretary to each member of the committee at least 7 days or not less than 24 hours notice in the case of an emergency (or such other period as may be unanimously agreed on by members of the committee) before the time of appointment for the holding of the meeting. Non receipt of notice by a member shall not invalidate the proceedings of any meeting.

(4) Notice of a meeting given under Clause (3) must specify the general nature of the business to be transacted at the meeting, except business which the committee members present at the meeting unanimously agree to treat as urgent business.

(5) Any 3 members of the committee constitute a quorum for the transaction of business of a meeting of the committee.

(6) No business is to be transacted by the committee unless a quorum is present and if, within half an hour of the appointed time for the meeting, a quorum is not present, the meeting is to stand adjourned to the same place and at the same hour of the same day in the following week.

(7) If at the adjourned meeting a quorum is not present within half an hour of the time appointed for the meeting, the meeting is to be dissolved.

(8) At a meeting of the committee:

(a) the President or, in the Presidents absence, a vice-President is to preside, or

(b) if the President and both vice-Presidents are absent or unwilling to act, such one of the remaining members of the committee as may be chosen by the members present at the meeting is to preside.

(9) Questions arising at any meeting of the committee shall be decided by a majority of votes and a determination by a majority of committee members shall for all purposes be deemed to be a determination of the committee.

(10) Each elected member of the committee shall have one vote.

(11) A member of the committee shall not vote in respect of any contract or proposed contract with the association in which he is interested, directly or indirectly, or any matter arising there from, and if he does so vote his vote shall not be counted.

(12) A sub-committee may meet and adjourn as it thinks proper. Questions arising at any meeting shall be determined by a majority of votes of the members present and entitled to vote.

(13) All acts done by a meeting of the committee or a sub‑committee or by any person acting as a member of the committee shall, notwithstanding that it is afterwards discovered that there was some defect in the appointmentof any such member of the committee or person acting aforesaid, or that the members of the committee or any of them were disqualified, be as valid as if every such person has been duly appointed and was qualified to be a member of the committee.

(14) A resolution in writing signed by all the members of the committee for the time being entitled to receive notice of a meeting of the committee, shall be as valid and effectual as if it had been passed at a meeting of the committee duly convened and held. Any such resolution may consist of several documents in like form each signed by one or more members of the committee.

30. Delegation by Committee to Sub-Committee.

(1) The committee may, by instrument in writing, delegate to one or more sub-committees (consisting of such member or members of the association as the committee thinks fit) the exercise of such of the functions of the committee as are specified in the instrument, other than:

(a) this power of delegation, and

(b) a function which is a duty imposed on the committee by the Act or by any other law.

(2) A function the exercise of which has been delegated to a sub-committee under this rule may, while the delegation remains un-revoked, be exercised from time to time by the sub-committee in accordance with the terms of the delegation.

(3) A delegation under this section may be made subject to such conditions or limitations as to the exercise of any function, or as to time or circumstances, as may be specified in the instrument of delegation.

(4) Despite any delegation under this rule, the committee may continue to exercise any function delegated.

(5) Any act or thing done or suffered by a sub-committee acting in the exercise of a delegation under this rule has the same force and effect as it would have if it had been done or suffered by the committee.

(6) The committee may, by instrument in writing, revoke wholly or in part any delegation under this rule.

(7) A sub-committee may meet and adjourn, as it thinks proper.

31. Voting and Decisions.

(1) Questions arising at a meeting of the committee or of any sub-committee appointed by the committee are to be determined by a majority of the votes of members of the committee or sub-committee present at the meeting.

(2) Each member present at a meeting of the committee or of any sub-committee appointed by the committee (including the person presiding at the meeting) is entitled to one vote.

(3) Subject to rule 28(5), the committee may act despite any vacancy on the committee.

(4) Any act or thing done or suffered, or purporting to have been done or suffered, by the committee or by a sub-committee appointed by the committee, is valid and effectual despite any defect that may afterwards be discovered in the appointment or qualification of any member of the committee or sub-committee.

PART 5 - MEETINGS

32. Annual General Meeting - Holding Of.

(1) With the exception of the first annual general meeting of the association, the association must, at least once in each calendar year and within the period of 6