Constitution

CONSTITUTION

OF

International Society for Energy Transition Studies

(The ISETS Society Incorporated, ARBN 670909485)

 

Table of Contents

PART I– PRELIMINARY.. 2

  1. Name. 2
  2. Interpretation. 2
  3. Objects and purposes of Association. 2

PART II- MEMBERSHIP.. 3

  1. Membership of the Society. 3
  2. Membership entitlements. 3
  3. Application for Membership. 4
  4. Annual Subscription Fees. 4
  5. Register of members. 4
  6. Cessation of membership. 4
  7. Resignation of membership. 4
  8. Members’ liabilities. 5
  9. Disciplining of members. 5
  10. Right of appeal of disciplined member 5

PART III – THE COUNCIL AND THE COMMITTEE.. 5

  1. The Council and the Committee. 5
  2. Division of powers between the Committee and the Council 6
  3. Election of Council and Committee members. 6
  4. Secretary. 7
  5. Treasurer 7
  6. Vacation and termination of office. 8
  7. Proceedings of the Committee meetings. 8
  8. Proceedings of the Council meetings. 9

PART IV -GENERAL MEETINGS.. 9

  1. Annual general meeting. 9
  2. General meetings. 10
  3. Quorum, decisions, voting and appointment of proxy. 11

PART V- MISCELLANEOUS.. 11

  1. Funds. 11
  2. Seal 12
  3. Alteration of rules and statement of purposes. 12
  4. Custody and inspection of records. 12

 

PART I– PRELIMINARY

 

1.   Name

The name of the Society is the International Society for Energy Transition Studies, subsequently referred to as “The Society”.

2.   Interpretation

  • In this Constitution unless the contrary intention appears:
    1. “Council” means the Council appointed pursuant to Rule 14.
    2. “Committee” means the Committee appointed pursuant to Rule 14.
    3. “Financial Year” means the year ending 30th June.
    4. “General Meeting” means a general meeting of the members convened.
    5. “Member” means a member of the Society.
    6. “Rule” means the contents as described under each numbered section in this Constitution
    7. “The Act” means the New South Wales Associations Incorporation Act 2009.
  • In these Rules, words importing the singular shall include the plural and vice versa and words importing one gender shall include the other.

3.   Objects and purposes of Society

  • The Society is an independent, non-profit, membership-based global organisation for the academic, business, government, and other professionals concerned with energy transition. 
  • It aims to facilitate an equitable and inclusive transition of energy and relevant sectors toward a sustainable low-carbon future with consideration of economic development, social equity, and environmental stewardship through international partnerships.
  • More specifically, its objectives are to:
  • To contribute to debates on energy transition with a balanced consideration of both fossil fuel sectors and their alternatives
  • To advance knowledge in the future development of energy systems and their transition processes
  • To create a platform for multi-stakeholder dialogue and debates through connecting different countries and regions
  • To enable businesses, and public and private organisations, to align their development trajectory towards clean energy pathways, and
  • To engage with national and international organisations, technology providers, and financial institutions to work in synergy towards energy transition

PART II- MEMBERSHIP

4.   Membership of the Society

  • Any individual person or organisation that is interested and/or concerned with energy transition.
  • There shall be two categories of membership, namely:
    1. Ordinary Members;
    2. Institutional Members.
  • The qualifications for each category of membership
    1. Ordinary membership is available to individuals subject to approval by the Committee and payment of full membership fees for the ensuing year with exemptions as approved by the Committee.
    2. Institutional membership is available to organisations subject to approval by the Committee and payment of fees for the ensuing year.

5.   Membership entitlements

  • All members of the Society are entitled to access to activities (including but not limited to conferences, workshops, social events) of the Society, and publications subject to payment of fees as determined by the Committee from time to time.
  • Members shall be eligible to hold office and to vote at meetings and ballots of the Society. Each Member shall be entitled to one vote only.
  • Institutional Members are entitled to organise events and activities on behalf of the Society as approved by the Committee.
  • All right, privilege or obligation which a person or an organisation has by reason of being a member of the Society:
    1. is not capable of being transferred or transmitted to another person or organisation; and
    2. terminates upon cessation of the person’s or organisation’s membership.

6.   Application for Membership

  • Any individual person or organisation that is eligible to become a member of the Society under Rule 4 may submit an online at the official website of the Society (isets.org).
  • Such membership application shall be subject to approval by the Committee and payment of the full membership fees whose amount shall be determined by the Committee.
  • The Secretary shall, upon receipt of the amounts referred to in Rule 5(1), enter the name of such person in the register of members kept by him/her.

7.   Annual Membership Fees

  • The applicable annual subscription fee, as determined by the Committee hereof, shall be applicable to all membership categories.
  • The annual subscription fees for the first year is payable in full upon online application.
  • The Committee may, from time to time, review and amend the applicable fees.

8.   Register of members

  • The Secretary shall keep and maintain a Register of Members in which the full name, affiliation, email and address of each member shall be entered and the register shall be available for inspection by members at the official website of the Society.

9.   Cessation of membership

  • A person ceases to be a member of the Society if the person:
    1. dies;
    2. resigns from membership;
    3. is expelled from the Society; or
    4. fails to renew membership of the Society.

10.        Resignation of membership

  • A member is not entitled to resign from membership of the Society except in accordance with this rule.
  • A member who has paid all amounts payable by the member to the Society may resign from membership of the Society by first giving notice (being not less than 1 month or, if the Committee has determined a shorter period, that shorter period) in writing to the Secretary of the member’s intention to resign and, upon the expiration of the period of notice, the member ceases to be a member.
  • Where a person ceases to be a member, the Secretary shall make an appropriate entry in the register of members recording to the date on which the member ceased to be a member.

11.        Members’ liabilities

  • The liability of a member to contribute towards the payment of the debts and liabilities of the Society or the costs, charges and expenses of the winding up of the Society is limited to the amount, if any, unpaid by the member in respect of membership of the Society.

12.        Disciplining of members

  • Where the Committee is of the opinion that a member:
  1. has persistently refused or neglected to comply with a provision of these rules; or
  2. has persistently and wilfully acted in a manner prejudicial to the interests of the Society,
  • the Committee may, by resolution:
  1. expel the member from the Society; or
  2. suspend the member from such rights and privileges of membership of the Society as the Committee may determine for a specified period.

13.        Right of appeal of disciplined member

  • A member may appeal to the Society in general meeting against a resolution of the Committee, within 7 days after notice of the resolution is served on the member, by lodging with the Secretary a notice to that effect.
  • Upon receipt of a notice under Rule 13(1), the Secretary shall notify the Committee which shall convene a general meeting of the Society to be held within 21 days after the date on which the Secretary received the notice or as soon as possible after that date.
  • If the meeting passes a special resolution in favour of the confirmation of the resolution made under Rule 12(2), that resolution is confirmed.

PART III – THE COUNCIL AND THE COMMITTEE

14.        The Council and the Committee

  • The Council shall consist of:
  1. Council Chairman;
  2. Council Co-Chairman as recommended by the Council Chairman and approved by the Council;
  3. Council Members as elected by Rule 16 or as approved by the Chairman in agreement with the Council in Rule 16 (1).
  4. Other members representing geographical regions and/or areas of research interests and/or significant groups who are recommended by the Council Chairman and approved by the Council;
  • The Committee shall consist of:
  1. The President;
  2. The Vice President;
  3. The Honorary General Secretary;
  4. The Honorary Treasurer.
  • The terms for the members of the Committee and the Council are two years.

15.        Division of powers between the Council and the Committee

  • The Council shall determine the general policy of the Society in accordance with the Rules and resolutions adopted at the general meetings of the Society.
  • The Committee shall be responsible for the day to day administration of the Society within the general policy guidelines set by the Council in accordance with the objects of the Society as stated in Rule 3 hereof and the resolutions adopted at the general meetings of the Society.
  • Whenever the Committee is compelled to make an administrative decision which falls beyond the delegated powers of the said Committee, the Committee shall obtain prior informal approval of the Council thereto and in such event, the Council may,
  1. within 14 days after the date on which such informal approval has been granted, ratify the decision made by the Committee; or,
  2. as soon as possible but in any event prior to any action being taken on the decision of the Committee, revoke the said decision. Provided however, if the Council fails to ratify or revoke the said decision within the stipulated period, such a decision shall become binding upon the Society.

16.        Election of Council and Committee members

  • Members of the Council and the Committee shall be elected by the members of the Society as provided below, excepting where the following members are concerned who shall be appointed by the existing members of the Council,
  1. the additional Council and Committee members as defined in Rule 14 (2) to ensure equitable representation.
  2. any members to fill casual vacancies for the remainder of the vacating member’s term of office.
  3. convenor of the annual conference.
  • The election should follow the following rules:
  1. Members of the Committee and the Council shall be elected by postal ballot or at the General Meeting not less than once in every two calendar years.
  2. the Secretary shall call for nominations for the positions enumerated in Rule 14.
  3. members shall be entitled to cast one vote for each Committee position, one vote for a Council position.
  4. the candidates who receive the greatest number of votes shall be elected.
  5. if insufficient nominations are received to fill all vacancies on either the Committee or the Council, the candidates nominated shall be deemed to be elected and further nominations shall be called by the Secretary.
  • Once the new Council is formed, the Chairman of the Council shall be elected by the Council members at its first meeting.

17.        Honorary General Secretary

  • The Honorary General Secretary of the Society shall, as soon as practicable after being appointed as Secretary, notify the Society of his or her address.
  • The Honorary General Secretary of the Society shall keep minutes of the resolutions and proceedings of:
  1. each general meeting;
  2. each Council meeting, and
  3. each Committee meeting in books provided for that purpose together with a record or the names of persons present at such meetings.
  • Minutes of proceedings at a meeting shall be signed by the person presiding at the meeting or by the person presiding at the next succeeding meeting.

18.        Honorary Treasurer

  • The Honorary Treasurer of the Society
  1. shall collect and receive all monies due to the Society and make all payments authorised by the Society.
  2. shall keep correct accounts and books showing the financial affairs of the Society with full details of all receipts and expenditure connected with the activities of the Society.
  • The accounts and books referred to in Rule 18(1)c shall be available for inspection by members.
  • The Treasurer shall, as soon as possible after the 30th June of each year, prepare and furnish to the Committee, reports of the operations of the Society together with financial statement of receipts and expenditure for the year and a statement of the assets and liabilities of the Society.
  • This report, once scrutinised and approved by the Committee, shall be tabled at an annual general meeting of the Society.

19.        Vacation and termination of office

  • The office of a member of the Committee or the Council shall become vacant upon:
  1. the death of such a member,
  2. such a member becoming bankrupt or of unsound mind,
  3. the resignation from his/her office, (such notice shall take effect after one month’ s notice in writing to the Secretary of his/her intention to resign and on the expiration of the said period)
  4. the cessation of his/her membership of the Society, or
  5. the failure of such a member to attend two consecutive meetings of the Committee or the Council without having been granted leave by the Secretary.
  • The office of a member of the Council shall not be terminated by the Council unless,
  1. such a member is found guilty of gross misconduct in relation to the conduct of the business of the Society, and
  2. a resolution to that effect is adopted by the Council.
  • The office of a member of the Committee shall not be terminated by the Committee unless,
  1. such a member is found guilty of gross misconduct in relation to the conduct of the business of the Society, and
  2. a resolution to that effect is adopted by the Council.

20.        Proceedings of the Committee meetings

  • The Committee shall meet as many times as it may be deemed necessary.
  • The meetings of the Committee may be convened by the President or by any three members of the Committee.
  • Notice of meetings shall be given to the members of the Committee specifying the nature of the business to be transacted but, whenever it is deemed necessary by the President, to transact any other business that is not specified in the notice, such business may be transacted at such meeting.
  • Any three members of the Committee shall constitute the quorum for the transaction of the business of a meeting of the Committee.
  • No business shall be transacted unless a quorum is present and if within half an hour of the time appointed for the meeting, a quorum is not present the meeting shall be adjourned by thirty (30) minutes at the same place and then proceed unless the meeting was cancelled by the President or, in the case of a meeting called by any other three members, by the said members.
  • At a meeting of the Committee, the President or in his/her absence the Vice President, or Secretary shall preside.
  • Questions arising at a meeting of the Committee shall be determined on a show of hands.
  • Each member present at a meeting of the Committee or of any sub-committee (including the person presiding at the meeting) is entitled to one vote and in the event of an equality of votes on any question, the person presiding may exercise a second or casting vote.
  • The notice of each Committee meeting shall be served on members of the Committee, at least two days prior to the date of the meeting.
  • Subject to Rule 20(4) the Committee may act notwithstanding any vacancy on the Committee.

21.        Proceedings of the Council meetings

  • The Council shall meet at least once in each year, physically or electronically, at such place and such time as the Council determines.
  • The Council meetings may be convened by either the Chairman or by any three members of the Council.
  • Notice in writing shall be given to the members of the Council of its meetings at least seven days prior to the meeting.
  • Any three members of the Council shall constitute a quorum.
  • No business shall be transacted unless the quorum as specified in Rule 21(4) is present and if at the time appointed for the meeting, a quorum is not present, the meeting shall be adjourned by thirty (30) minutes and then proceed at the same place.
  • At a meeting of the Council:
  1. The Chairman or in his/her absence the President shall preside; or
  2. If the Chairman and the President are absent such one of the remaining members of the Council as may be chosen by the members present shall preside.
  • Questions arising at a meeting of the Council shall be determined on a show of hands.
  • Each member present at a meeting of the Council is entitled to one vote and in the event of an equality of votes on any question, the person presiding may exercise second or casting vote, and these rules, subject to such notification as necessary, shall apply to postal ballots.
  • Subject to Rule 21(4), the Council may act notwithstanding any vacancy in the Council.
  • The Council may where appropriate, within seven days of any of its meetings, decide to hold a postal ballot of all members of the Society on any resolution considered by the Council as necessary to be carried by the members of the Society. In such situation, the Council shall issue a statement giving reason for the ballot and provide ballot papers to all its members within 30 days of the Council meeting and the ballot shall close 60 days after the Council meeting.
  • The results of such ballots shall be binding upon the Society.

PART IV -GENERAL MEETINGS

22.        Annual general meeting

  • The Society shall in each financial year convene an annual general meeting of its members.
  • The annual general meeting shall be held, on such day as the Committee in consultation with the Council, determines.
  • The annual general meeting shall be specified as such in time notice convening it.
  • The ordinary businesses of the annual general meeting shall be:
  1. to confirm the minutes of the last preceding annual general meeting and of any general meeting held since that meeting;
  2. to receive from the Committee reports upon the transactions of the Society during the last preceding financial year;
  3. to decide affairs related to the annual conferences in the following years;
  4. to elect members of the Committee and Council; and
  5. to discuss any other matters recommended by the Committee or Council and specified in the notice before hand.
  • Ten members present in person (being members entitled under these rules to vote at a general meeting) constitute a quorum for the transaction of the business of a general meeting.
  • The annual general meeting should be presided by the Chairman or, in the absence of the Chairman, the President or any other member appointed by the Committee.
  • The annual general meeting may transact special business of which notice is given in accordance with these Rules.
  • The annual general meeting shall be in addition to any other general meetings that may be held in the same year.

23.        General meetings

  • The Committee, with the consent of the Council, may convene a general meeting of the Society when it sees fit.
  • The Committee shall, on the requisition in writing of not less than 10 per cent of the total number of members, convene a general meeting of the Society.
  • A requisition of members for a general meeting –
  1. shall state the purpose or purposes of the meeting;
  2. shall be signed by the members making the requisition;
  3. shall be lodged with the Secretary; and
  4. may consist of several documents in similar form, each signed by one or more of the members making the requisition.
  • The Secretary should arrange to send a notice to all the members at least 14 days prior to the meeting. The notice should specify clearly time, place and purpose of the general meeting.
  • No business other than that specified in the notice convening a general meeting shall be transacted at the meeting.
  • Ten members present in person (being members entitled under these rules to vote at a general meeting) constitute a quorum for the transaction of the business of a general meeting.
  • The general meeting should be presided by the Chairman or, in the absence of the Chairman, the President or any other member appointed by the Committee.

24.        Quorum, decisions, voting and appointment of proxy

  • A question arising at a general meeting of the Society shall be determined on a show of hands and, unless before or on the declaration of the show of hands a pool is demanded, a declaration by the person presiding that a resolution has, on a show of hands, been carried or carried unanimously or carried by a particular majority or lost, or an entry to that effect in the minute book of the Society, is evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against that resolution.
  • At a general meeting of the Society, a poll may be demanded by the person presiding or by not less than three members present in person or by proxy at the meeting;
  • Where the poll is demanded at a general meeting, the poll shall be taken:
  1. immediately in the case of a poll which relates to the election of the person to preside at the meeting or to the question of an adjournment; or
  2. in any other case, in such manner and at such time before the close of the meeting as the person presiding directs, and the resolution of the poll on the matter shall be deemed to be the resolution of the meeting on that matter.
  • Subject to Rule 24(6), upon any question arising at a general meeting of the Society a member has one vote only.
  • All votes shall be given personally or by proxy but no member may hold more than five proxies
  • In the case of an equality of votes on a question at a general meeting, the person presiding is entitled to exercise a second or casting vote.
  • A member or proxy is not entitled to vote at any general meeting of the Society unless all money due and payable by the member or proxy to the Society has been paid, other than the amount of the annual subscription payable in respect of the then current year.
  • Each member shall be entitled to appoint another member as proxy by notice given to the Secretary no later than 24 hours before the time of the meeting in respect of which the proxy is appointed.
  • Written notice to the Secretary for appointing the proxy shall be made prior to the general meetings.

PART V- MISCELLANEOUS

25.        Funds

  • The funds of the Society shall be derived from the annual membership fees of applicable members, donations and, subject to any resolution passed by the Society in general meeting and subject to the Act, such other sources as the Committee determines.
  • All money received by the Society shall be deposited as soon as practicable and without deduction to the credit of the Society’s bank account.
  • The Society shall, as soon as practicable after receiving any money, issue an appropriate receipt.
  • All spending must be approved by two signatories of the Society.

26.        Alteration of rules and statement of purposes

  • The Rules and the Statement of Purposes of the Society shall not be altered except in accordance with the Act and subject to the following procedure.
    1. Any proposed amendment shall be:
      1. proposed by the Committee,
      2. proposed by a member, endorsed by the Committee.
    2. The proposals are collected by the Secretary and voted at a General Meeting.
    3. The amendment is deemed to be passed after a majority of the members in the General Meeting is in favour of it.

27.        Custody and inspection of records

  • Except as otherwise provided in these Rules, the Secretary shall keep in his/her custody or under his/her control all books, documents and securities of the Society.
  • The records, books and other documents of the Society shall be open to inspection at a place in the territory, free of charge, by a member of the Society at any reasonable hour.