CSESoc Constitution

0 Preliminaries

Contents

0 Preliminaries
- 0.1 About the Constitution
1 Preliminaries
- 1.1 The Society
- 1.2 Definitions
2 Membership
3 The Executive
4 General Meetings
5 Miscellaneous

0.1 About the Constitution

The constitution of an incorporated association forms the structure within which the Association operates. CSESoc has created this document as a combination of the following:

The Constitution of the Unincorporated Association that incorporated to form CSESoc (the "CSESoc Constitution")
The Model Constitution provided by NSW Fair Trading (the "Model Constitution")

To assist associations develop their constitution, NSW Fair Trading has prepared a model constitution, which covers the matters required by law. Any changes made to the model constitution will automatically apply to all associations that have adopted the model constitution, where no changes have been made by CSESoc.

The model constitution is © State of New South Wales through NSW Fair Trading, 2016. It has been modified by CSESoc.

For any other use of this information, please refer to NSW Fair Trading’s copyright policy at www.fairtrading.nsw.gov.au/ftw/copyright.page or email [email protected].

This constitution was prepared by Tom Kunc ([email protected]) with thanks to the rest of the 2020 Executive Team (Tammy, Shane, Teresa, Jeremy and Sam); to Siddhant, Karl and Shrey for their review work; to Arc Clubs for their advice.

1 Preliminaries

1.1 The Society

The official name of the society shall be Computer Science and Engineering Society of UNSW.
1. The acronym of the society shall be CSESoc.
The society shall be affiliated to Arc @ UNSW Limited.
The aims and objectives of the society are:
1. To fulfil the specific social needs of CSE students;
2. To promote computing through technical and non-technical oriented events to all students of UNSW; and
3. To establish rapport with external organisations/groups that are enthusiastic about computing.
During the course of affiliation, the society shall comply with any requirements of Arc.
The society will be a Constituent society since it has an agreed association with School of Computer Science and Engineering, which is ratified by Arc.
The society will comply with Anti-Discrimination legislation in all its activities and procedures, including the granting of society membership .

1.2 Definitions

In this constitution:
1. secretary means:
  1. the person holding office under this constitution as secretary of CSESoc, or
  2. if no person holds that office - the public officer of CSESoc.
2. extraordinary general meeting means a general meeting of CSESoc other than an annual general meeting.
3. the Act means the Associations Incorporation Act 2009.
4. the Regulation means the Associations Incorporation Regulation 2016.
The University shall mean the University of New South Wales;
Arc shall mean Arc @ UNSW Limited;
Tharunka and Blitz shall mean the official publications of Arc;
Re-affiliation shall mean re-affiliation with Arc;
Full members shall mean full members of the Computer Science and Engineering Society of UNSW;
Associate members shall mean associate members of the Computer Science and Engineering Society of UNSW;
The Executive shall mean the Executive of the Computer Science and Engineering Society of UNSW;
A Portfolio shall mean a group of members of the society, selected by The Executive to perform a particular task or tasks, as delegated to by The Executive.
The Annual General Meeting shall mean the Annual General Meeting of the CSE Society;
An academic day shall mean a day during the first, second or third term of the University’s academic year which is not a Saturday, Sunday, Public Holiday or University Holiday;
A business day shall mean a day which is not a Saturday, Sunday, Public Holiday, university Holiday or within a University exam period;
The School of CSE or any references to the acronym CSE shall mean Computer Science and Engineering; and
Subjects shall mean units of study offered by the University in progression to the award of a degree.
In this constitution:
1. a reference to a function includes a reference to a power, authority and duty, and
2. a reference to the exercise of a function includes, if the function is a duty, a reference to the performance of the duty.
The provisions of the Interpretation Act 1987 apply to and in respect of this constitution in the same manner as those provisions would so apply if this constitution were an instrument made under the Act.

2 Membership

2.1 Membership Generally

There shall be two types of membership: full member, and associate member.
Full membership shall be subject to the following conditions:
1. A person shall be a full member of the society if:
  1. That person is a natural person.
  2. That person is currently listed as enrolled in:
    1. A Computer Science specialisation; or
    2. A Computer Engineering, Software Engineering or Bioinformatics Engineering specialisation; or
    3. A postgraduate program administered by CSE (research or coursework).
  3. Full membership shall not require any fee.
  4. Full membership shall cease when a person is no longer enrolled in one of the courses described in the previous sub-section.
Associate membership shall be subject to the following conditions:
1. A person shall be an associate member of the society if:
  1. They are currently enrolled in a course administered by the School of Computer Science and Engineering.
2. An associate member whose membership is by virtue of enrolment in a course shall cease to be a member of CSESoc at the beginning of the term after the term of the course they enrolled in, unless they would otherwise retain that membership.
3. The executive shall have the power to reasonably interpret which term constitutes the "term after the term of the course they enrolled in".
4. A person shall also be an associate member of the society if:
  1. They have applied to a member of the society Executive of CSESoc to become an associate member, and
  2. They would not cause a violation of the affiliation requirements of Arc, and
  3. They pay a membership fee, as set by the society Executive, and
  4. They complete a membership form prepared by the society Executive.
5. An associate member whose membership is by application to the Executive shall cease to be a member of CSESoc at the end of the calendar year, unless they would otherwise retain that membership.
Notwithstanding other provisions of this section, a person ceases to be a member of CSESoc if the person:
1. dies, or
2. notifies the Executive in writing to request their membership be terminated, or
3. is removed from the Executive under the provisions described in Impeachment of Members.

2.2 Membership entitlements not transferable

A right, privilege or obligation which a person has by reason of being a member of CSESoc:
1. is not capable of being transferred or transmitted to another person, and
2. terminates on cessation of the person’s membership.

2.3 Register of Members

The secretary must establish and maintain a register of members of CSESoc (whether in written or electronic form) specifying the name and postal, residential or email address of each person who is a member of CSESoc together with the date on which the person became a member.
The register of members must be kept in New South Wales:
1. at the main premises of CSESoc, or
2. if CSESoc has no premises, at CSESoc’s official address.
The register of members shall only be available to the Executive of CSESoc.
If the register of members is kept in electronic form:
1. it must be convertible into hard copy, and
2. the requirements in this section apply as if a reference to the register of members is a reference to a current hard copy of the register of members.

2.4 Members’ liabilities

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

2.5 Resolution of disputes

The society shall publicly maintain a Grievance Resolution Policy and Procedure.
1. This Policy and Procedure shall initially be the Grievance Resolution Policy and Procedure of the Unincorporated Association which incorporates under this constitution.
2. This Policy and Procedure may be modified by a vote of the Executive.
A dispute between a member and another member (in their capacity as members) of the association shall be referred to the CSESoc GEDI Officer; who shall act in accordance with the Grievance Resolution Policy and Procedure.
A dispute between a member or members and CSESoc, is to be referred to Arc for mediation. Arc shall be the final arbiter of any decision between CSESoc and members.

2.6 Impeachment of members

A member of the society may have their membership terminated (they shall be 'impeached') after the following procedure is followed:
1. A motion is carried by the Executive to instigate impeachment proceedings; or
2. The Executive is petitioned by fifteen (15) members to instigate impeachment proceedings;
3. The members of the society are notified of the proceedings formally as a motion on notice to an Extraordinary General Meeting under Section 4.4;
4. The member concerned is notified in writing of the procedures and reasons for proceedings at least five (5) academic days prior to the meeting;
5. The member concerned is given five (5) minutes to speak against the motion at the Extraordinary General Meeting; and
6. A motion of impeachment is carried by the Extraordinary General Meeting.
Any member of the society who believes they have been wrongly expelled may appeal to Arc, who will arrive at the final resolution of the matter.

3 The Executive

3.1 The Executive Generally

The Executive of the Computer Science and Engineering Society of UNSW shall be elected from the online election as set out in the Election of the Executive section, and shall consist of:
1. Two (2) Co-presidents;
2. One (1) Treasurer;
3. One (1) Secretary;
4. One (1) Arc Delegate;
5. One (1) Grievance, Equity, Diversity and Inclusion Officer;
6. One (1) Vice President (External);
7. One (1) Vice President (Internal); and
8. One (1) Vice President (Technical).
GEDI Officer shall mean Grievance, Equity, Diversity and Inclusion Officer.
A member is permitted to hold no more than one (1) Executive position.
Subject to the Act, the Regulation, this constitution and any resolution passed by CSESoc in general meeting, the Executive shall:
1. Ensure that through the activities of the Society’s working groups, its aims are being fulfilled;
2. Maintain the finances of the society;
3. Communicate with the membership of the Society; and
4. Maintain and review policies & procedures of the Society, including its Grievance Resolution Policy & Procedure.
5. Control and manage the affairs of CSESoc, and
6. Exercise all the functions that may be exercised by CSESoc, other than those functions that are required by this constitution to be exercised by a general meeting of members of CSESoc, and
7. Have power to perform all the acts and do all things that appear to the Executive to be necessary or desirable for the proper management of the affairs of CSESoc.
There is no maximum number of consecutive terms for which an Executive member may hold office.
Subject to this constitution, Members of the executive hold their office until the executive is dissolved by Handover Meeting.
The Executive is at all times bound by the decisions of all Computer Science and Engineering Society of UNSW Annual or Extraordinary General Meetings.
Any member of the Executive shall have their position declared vacant if they:
1. Submit a signed resignation letter to all the other members of the Executive; or
2. Cease to be a full member of the society; or
3. Are removed from the Executive position after the following procedure:
  1. A motion is carried by a two thirds majority vote of the Executive that are not subject to vacancy proceedings to instigate impeachment proceedings; or
  2. The Executive is petitioned by fifteen (15) members to instigate impeachment proceedings;
  3. The members of the society are formally notified of the motion upon notice of an Extraordinary General Meeting under Section 4.4;
  4. The Executive member concerned is notified of the motion and reasons for termination in writing at least five (5) academic days prior to the Extraordinary General Meeting;
  5. The Executive member concerned is given five (5) minutes to speak against the motion at the Extraordinary General Meeting; and
  6. The motion is carried by the Extraordinary General Meeting.
4. Any vacancy in the society Executive must be filled by following the election procedure under Election of the Executive.
  1. If there is a tie for the vacant executive position, the current executive shall have a casting vote in the election.
  2. The candidate must accept the offer of Executive position at that meeting, or alternatively at an Extraordinary General Meeting before they may fill the position.

3.2 Duties of the Executive

3.2.1 The Co-Presidents

The duties of the Co-Presidents shall be:
1. To chair all society General, Executive, Annual and Extraordinary General Meetings of the society;
2. To oversee and coordinate the activities and administration of the society;
3. To ensure that the elected officers of the society and head of working groups perform duties as laid down by the society’s constitution, through regular e-mail updates, regularly advertised meetings, reports and notices and/or regular newsletters;
4. To ensure that all other tasks necessary for the running of the activities of the society are performed properly, either by doing them or delegating the duties;
5. To have a thorough knowledge of the society’s constitution;
6. To plan the coming year’s activities;
7. To act as official spokesperson for the society;
8. To arrive at an associate membership fee;
9. To liaise with fellow office bearers;
10. To acquaint each Executive member with their function, responsibility, duties and maintain personal contact with them;
11. To liaise with Arc where necessary;
12. To ensure that an “Application for Affiliation” form accompanied by the minutes of the most recent Annual General Meeting and an updated membership list is submitted to Arc;
13. To ensure that the Treasurer submits a Financial Report to the society at the AGM and to Arc and that they have the society’s finances in good order in preparation for Spot Audits by Arc;
14. To ensure that Arc is informed of changes to the Executive;
15. To pass on their knowledge to their successor; and
16. Other duties as in accordance with the constitution of the society’s guidelines.

3.2.2 The Secretary

The duties of the Secretary shall be:
1. To be responsible for receiving and replying to all correspondence on behalf of the society;
2. To organise meetings, agendas (with consultation with the Co-Presidents), and minutes;
3. To keep relevant society papers in order;
4. To coordinate elections; and
5. To maintain up-to-date membership lists.
6. To be public officer of CSESoc, and attend to all requirements of that office under this constituion and under the law.
  1. Should the secretary be unwilling or unable to fulfil the requirements of the Public Officer, they shall appoint another member of the executive as public officer.
7. To keep records of:
  1. all appointments of office-bearers and members of the Executive (including start date, end date, and position), and
  2. all relevant details required by the Act, and
  3. the names of members of the Executive present at a Executive meeting or a general meeting, and
  4. all proceedings at Executive meetings and general meetings.
Minutes of proceedings at a meeting must be signed by the chairperson of the meeting or by the chairperson of the next succeeding meeting.
1. The signature of the chairperson may be transmitted by electronic means for the purposes of this clause.
NOTE: The Act, Section 29, Subsection 2 requires: (2) The register must contain the following particulars in relation to each committee member--
1. the committee member's name, date of birth and residential address,
2. the date on which the committee member takes office,
3. the date on which the committee member vacates office,
4. such other particulars as may be prescribed by the regulations.

3.2.3 The Treasurer

The duties of the Treasurer shall be:
1. To keep and maintain all society financial records;
2. To hold cheque books, petty cash tins etc;
3. To keep the society informed of its financial position (at meetings, through regular e-mail reports, or regular newsletter);
4. To carry out financial transactions as directed by the Executive;
5. To not lend money of the society under any circumstances;
6. To always ensure that the records are up to date and in good order so that if they are otherwise unable to continue in that capacity someone else can easily take over;
7. To not put the society in debt that cannot be repaid, but endeavour to match costs and income as closely as possible;
8. To always insist on a receipt or docket to validate any expenditure by the society;
9. To pay all accounts by cheque or EFT;
10. To always enter the payee's name, the amount and a brief explanation of the payment on the cheque butt or EFT transaction description;
11. To always provide a receipt to a person who gives money to the society upon the person's request immediately;
12. To ensure petty cash is banked within three (3) business days once it exceeds $500;
13. To ensure you have at least two and not more than three signatories who are Executive members to the cheque account;
14. To ensure that society funds are not misused at any time; and
15. To ensure that when smaller amounts of money are spent, (petty cash) a receipt or docket must be obtained. Under no circumstances are any expenses to be met without documentation.

3.2.4 The Arc Delegate

The duties of the Arc Delegate shall be:
1. To be aware of Arc rules and regulations, in particular its funding system and the possibilities for the society;
2. To communicate with the Executive before and after each Arc meeting to pass on information (about grants etc);
3. To liaise with Arc and the society’s Executive;
4. To have a good working knowledge of Arc forms;
5. To clear out the society’s pigeonhole in the Arc Resource Room at least every two weeks;
6. To attend Arc clubs general meetings or get someone to stand in, or send advance apologies; and
7. To ensure that grants are filed properly, in particular, within the time period specified by Arc.

3.2.5 The GEDI Officer

The duties of the GEDI Officer shall be:
1. To receive complaints and grievances relating to the Society;
2. To investigate grievances (where necessary) and resolve grievances or make recommendations to the Society Executive on the resolution of grievances;
3. To act in a fair, ethical and confidential manner in the performance of their duties, and pass on their responsibilities for specific grievances to other Society Executives if they cannot act impartially; and
4. To notify those involved of the outcome of the grievance.
5. Fostering an inclusive culture within the Club;
6. Facilitating & promoting the engagement of non-majority demographics of the Club (which may include culturally diverse students, students with disabilities, female-identifying students, gender diverse students and LGBTQIA+ students and indigenous students);
7. Engaging & representing student members of non-majority demographics of the Club;
8. Ensuring the Club takes into consideration needs and requirements of non-majority demographics of the Club in its events and activities, such that all of events are as inclusive as possible and appropriate for non-majority demographics (including but not exclusive to minimising the number of events in the year that coincide with cultural holidays);
9. Ensuring that all Club communications can be understood clearly by all students (e.g avoiding the use of slang and idioms);
10. Being an accessible contact for members, UNSW students and UNSW staff for matters regarding equitable events, activities, conduct and diversity within the Club;
11. Providing guidance to representatives of the Club (Executives, committee members, volunteers etc) on appropriate ways to communicate and behave inclusively;
12. Keeping apprised of any significant issues affecting students from non-majority demographics within the Club and report any relevant issues to the Club Executive;
13. Monitoring engagement and membership of students from non-majority demographics within the Club and provide regular updates to the Club Executive;
14. Other relevant duties as required.

3.2.6 Vice President (External)

The duties of the Vice President (External) shall be:
1. Supervise the external facing aspects of the society, including career-related and social events.
2. Sustain and build external relationships and sponsors for CSESoc.
3. Oversee the planning of the society's social events.
4. Facilitate culture and team relations within the society.
5. Pass on their knowledge to their successor.
6. Assist the Co-Presidents in their duties wherever practical.
7. Other relevant duties as required.

3.2.7 Vice President (Internal)

The duties of the Vice President (Internal) shall be:
1. Supervise the internal facing operations of the society, such as internal collaborations between teams.
2. Oversee the society's social media presence and branding.
3. Facilitate culture and team relations within the society.
4. Pass on their knowledge to their successor.
5. Assist the Co-Presidents in their duties wherever practical.
6. Other relevant duties as required.

3.2.8 Vice President (Technical)

The duties of the Vice President (Technical) shall be:
1. Supervise the technical aspects of the society, including internal projects and technical events.
2. Manage internal project teams and timelines, such as the website team, and oversee new product features.
3. Supervise the management of CSESoc's technical infrastructure.
4. Facilitate culture and team relations within the society.
5. Pass on their knowledge to their successor.
6. Assist the Co-Presidents in their duties wherever practical.
7. Other relevant duties as required.

3.3 Election of the Executive

Nominations for the Executive positions shall open during Arc-affiliated club's AGM period, or the week leading up to it. The Executive may choose when these nominations open, subject to the requirements of this section.
1. In the event of a vacant Executive position, nominations must be opened within ten (10) business days of the position becoming vacant.
Nominations must remain open until at least the later of:
1. one calendar week after nominations open; or
2. there are at least two (2) nominees for Co-presidents and one (1) nominee for each other position.
Nominations must be entered and seconded by two (2) full members, one of whom must be the nominee.
Nominations for multiple positions must be ordered by preference -- that is, should a person apply for two or more positions, they must number each of them, with one being their most preferred position, two their next most preferred, and so on.
The Co-Presidents shall maintain the official list of nominees during the nomination period, and upon its closure, forward the list to the School of CSE, who shall run the official election. The list of full members who have been removed from the society will be sent to the School of CSE by the Secretary on this same day.
1. Only elections run by the School of CSE shall be recognised.
2. The School of CSE may nominate a person they think is fit and proper to manage the election. If they do so, that person should setup the election and calculate the votes, then transmit them to the School of CSE.
3. The Executive may choose that the list be made publicly available during the nomination period. If they choose to do so, it must be on the Society website.
4. The election will run for at least three academic days.
If there is a tie for any Executive position between candidates, the outgoing executives shall have a casting vote in the election.
Upon finalising of the election results, they must be pronounced to the membership within one (1) business day.
1. In order to be appointed to an executive position, winner(s) of the election must accept their role and the motion to appoint them has to pass at the Annual General Meeting meeting, or at an Extraordinary General Meeting.
Only full members are entitled to vote for the Executive.
Voting is to be confidential and anonymous with the exception of,
1. In the event of a full member being prevented by the School of CSE from accessing the voting site, votes shall be submitted to the first executive member not running in the election in the following list; the Co-Presidents, the Secretary, the Treasurer, the Arc Delegate, the GEDI Officer, the Vice President (External), the Vice President (Internal), the Vice President (Technical). If all of the above are running in the election the vote should be submitted to the School Manager. The executive member (or School Manager) will then submit the anonymised vote to the member in charge of maintaining the list of nominees.
Votes will be counted using a modified version of the “single transferable vote” electoral system, a variant of the instant-runoff preferential voting system.
1. For each vacancy, within each position:
  1. Count the votes for that position according to the standard "single transferable vote" algorithm, treating anyone who was already elected to that position, or who preferenced that position lower than one they were elected to, as if they had not run. The candidate who reaches the quota of votes as determined by the Droop quota for that position is elected to that position.
  2. Should there not be anyone eligible to hold that position, the position shall be declared vacant.
2. Each person should then be declared elected to the position which they preferenced highest. All other positions to which they were elected should be declared vacant.
3. Continue the above steps until they result in a stable allocation.

Explanatory Note: This process is unfortunately complex, due to two difficult factors:
 - Two co-presidents are elected, and
 - People can run for multiple positions.

 These two factors together can cause annoying side-effects.

To make this simple, basically:
 - You run two co-president elections -- the first time you just elect someone, the second time you re-run the election, but pretend the winning co-pres didn't run.
 - People get their highest preference of position. If someone moves around, due to their preferences, there can be a "chain-effect" of people moving.

This might result in a sub-optimal ordering. Unfortunately, the only alternative is to contact people before the election to make a deal, but this can result in some really weird edge cases (You might end up in a situation where someone's choice of position turns out to be a choice between two other people being elected, or where choices are weirdly dependent). It seems better to ensure everyone is maximally happy with their position, and re-run other elections in an EGM (sorry).

All the best for your elections, ~tfpk

3.4 Casual Vacancies

In the event of a casual vacancy occurring in the membership of the Executive, the Executive shall call a General Meeting within 28 days to elect a new officeholder.
A casual vacancy in the office of a member of the Executive occurs if the member:
1. dies, or
2. ceases to be a member of CSESoc, or
3. is or becomes insolvent under administration within the meaning of the Corporations Act 2001 of the Commonwealth, or
4. resigns office by notice in writing given to the secretary, or
5. is removed from office under Section 3.1 Clause 7.3, or
6. becomes a mentally incapacitated person, or
7. is absent without the consent of the Executive from 3 consecutive meetings of the Executive, or
8. is convicted of an offence involving fraud or dishonesty for which the maximum penalty on conviction is imprisonment for not less than 3 months, or
9. is prohibited from being a director of a company under Part 2D.6 (Disqualification from managing corporations) of the Corporations Act 2001 of the Commonwealth.

3.5 Meetings of the Executive

There shall be Executive Meetings as the Executive sees fit.
All members of the Executive are required to attend Executive Meetings.
Executive Meetings shall be held in confidence, except that the Executive may invite members of the society or other guests to attend. These observers shall have no vote.
1. Members of Portfolios who are invited to Executive Meetings are required to attend.
The secretary shall send the agenda for the meeting, to all those required to attend, no later than two (2) days prior to the meeting.
In the event of a tie during a vote at the executive meeting, each of the Co-Presidents may cast an extra vote. If this does not break the tie, the Treasurer may cast an extra vote to break the tie.

3.6 Delegation by the Executive to Portfolio

The Executive may, by instrument in writing, delegate to one or more Portfolios (consisting of the member or members of CSESoc that the Executive thinks fit) the exercise of any of the functions of the Executive that are specified in the instrument, other than:
1. this power of delegation, and
2. a function which is a duty imposed on the Executive by the Act or by any other law.
3. for the avoidance of doubt, any function that would require a General Meeting.
A function the exercise of which has been delegated to a Portfolio under this clause may, while the delegation remains unrevoked, be exercised from time to time by the Portfolio in accordance with the terms of the delegation.
A delegation under this clause may be made subject to any conditions or limitations as to the exercise of any function, or as to time or circumstances, that may be specified in the instrument of delegation.
1. This may specify decisions may only be made or voted upon by certain persons specified by the delegation.
Despite any delegation under this clause, the Executive may continue to exercise any function delegated.
Any act or thing done or suffered by a Portfolio acting in the exercise of a delegation under this clause has the same force and effect as it would have if it had been done or suffered by the Executive.
The Executive may, by instrument in writing, revoke wholly or in part any delegation under this clause.
A Portfolio may meet and adjourn as it thinks proper, subject to the directions of the Executive.
A Portfolio may, at the discretion of the Executive, be assigned a budget in order to carry out their delegated tasks.
Portfolios shall dissolve:
1. Upon the election of a new Executive;
2. Otherwise at the discretion of the Executive.

3.7 Quorum and Meetings of the Executive or Portfolio

Meetings of the executive or portfolio may be convened by either of the co-presidents or by any member of the executive or portfolio.
Meetings of the executive or portfolio may not make decisions that would require a General Meeting.
Oral or written notice of a meeting of the executive or portfolio must be given by the secretary to anyone entitled to vote at that meeting at least 48 hours (or any other period that may be unanimously agreed on by those entitled to vote at the meeting) before the time appointed for the holding of the meeting.
Notice of a meeting given under subclause (3) must specify the general nature of the business to be transacted at the meeting and no business other than that business is to be transacted at the meeting, except business which the executive or portfolio members present at the meeting unanimously agree to treat as urgent business.
A quorum for the transaction of the business of a meeting of the executive or portfolio shall consist of whichever is fewer among:
1. 3 people entitled to vote at that meeting.
2. half of the people entitled to vote at that meeting, rounded up.
No business is to be transacted by the executive or portfolio 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 is to stand adjourned to the same place and at the same hour of the same day in the following week.
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.
At a meeting of the executive or portfolio, those entitled to vote at the meeting shall choose one person to chair that meeting. Should they be unable to reach a consensus, the co-presidents may nominate someone to act as chair of that meeting. Should the co-presidents be unable to nominate someone to act as chair, the Treasurer shall nominate someone.

3.8 Use of technology at Executive or Portfolio meetings

A Executive or Portfolio meeting may be held at 2 or more venues using any technology approved by the Executive or Portfolio that gives each of the Executive’s or Portfolio's members a reasonable opportunity to participate.
A Executive or Portfolio member who participates in a Executive or Portfolio meeting using that technology is taken to be present at the meeting and, if the member votes at the meeting, is taken to have voted in person.

3.9 Voting and Decisions

Questions arising at a meeting of the Executive or of any Portfolio appointed by the Executive are to be determined by a majority of the votes of member(s) of the Executive or Portfolio present at the meeting.
Each member present at a meeting of the Executive or of any Portfolio appointed by the Executive (including the person presiding at the meeting) is entitled to one vote. Where there is an equality of votes:
1. Where the meeting is a meeting of a Portfolio, the Portfolio shall refer the decision to the Executive.
2. Where the meeting is a meeting of the Executive, each Co-President shall have an extra vote. Should that not resolve the equality, the Treasurer shall have an extra vote.
3. Subject to any requirements for Quorum, the Executive may act despite any vacancy on the Executive.
Any act or thing done or suffered, or purporting to have been done or suffered, by the Executive or by a Portfolio appointed by the Executive, is valid and effectual despite any defect that may afterwards be discovered in the appointment or qualification of any member of the Executive or Portfolio.

3.10 Handover Meeting

There shall be a Handover Meeting no more than a calendar month after the pronouncement of election results.
All members of both the current Executive, and the Executive-elect are required to attend the Handover Meeting.
The Handover Meeting shall be held in confidence.
At the Handover Meeting, the Executive shall pass on all knowledge of, and advice regarding, the Society to the Executive-elect.
At the conclusion of the Handover Meeting, the Executive is dissolved and the Executive- elect assume their elected positions.

4 General Meetings

4.1 General meetings - requirements

General meeting requirements for all general meetings are as follows:
1. All voting at general meetings, except as otherwise provided by this constitution, shall be with a simple majority required for a resolution to be passed;
2. Except where specified otherwise, each full member shall be allowed 1 vote;
3. Proxies shall be allowed in meetings and the procedure shall comply with the requirements of Arc;
4. In the case of equality of voting, the motion shall be defeated;
5. Constitutional changes must be in the form of a motion on notice to an Annual or Extraordinary General Meeting;
6. Constitutional changes passed at an Annual or Extraordinary General Meeting must be approved by Arc for CSESoc to remain affiliated with Arc; and
7. The Secretary shall send the agenda for the meeting, to all those required to attend, no later than two (2) business days prior to the meeting.

4.2 Annual general meetings - holding of

CSESoc must hold its first annual general meeting within 12 months after its registration under the Act.
CSESoc must hold its annual general meetings:
1. within 6 months after the close of CSESoc’s financial year, or
2. within any later time that may be allowed or prescribed under section 37 (2) (b) of the Act.
There shall be one Annual General meeting every calendar year.
The Annual General Meeting shall be held on an academic day.
Notice in the form of an agenda for the Annual General Meeting shall be given no less than five (5) academic days before and at least seven (7) days, and is to be given in writing, through the CSE email system, to all society members, or upon approval by Arc, displayed in a way that will guarantee an acceptable level of exposure among society members.

4.3 Annual general meetings - calling of and business at

The annual general meeting of CSESoc is, subject to the Act and to the requirements of this constitution, to be convened on the date and at the place and time that the Executive thinks fit.
In addition to any other business which may be transacted at an annual general meeting, the business of an annual general meeting is to include the following:
1. Full financial reports shall be presented and adopted;
2. Constitutional amendments and other motions on notice may be discussed and voted upon;
3. to confirm the minutes of the last preceding annual general meeting and of any special general meeting held since that meeting;
4. to receive from the Executive reports on the activities of CSESoc during the last preceding financial year;
5. to elect members of the Executive;
6. to receive and consider any financial statement or report required to be submitted to members under the Act.
This requirement will change in another commit to be made.
1. Nominations for the Executive elections shall open, pursuant to Elections.
2. Full minutes of this meeting, including a list of the new Executive, written financial reports, and constitutional amendments, shall be forwarded to Arc within ten (10) business days of the Handover Meeting; and
Each full member is entitled to one vote at an annual general meeting.

Should the society have less than 15 full members, half of the number of full members shall constitute a quorum.

An annual general meeting must be specified as that type of meeting in the notice convening it.

4.4 Extraordinary general meetings - calling of

The Executive may, whenever it thinks fit, convene a special general meeting of CSESoc.
Extraordinary general meetings must be held on an academic day.
Each full member is entitled to one vote.
The Executive must, on the requisition of at least 15 full members, convene a special general meeting of CSESoc.
A requisition of members for a extraordinary general meeting:
1. must be in writing, and
2. must state the purpose or purposes of the meeting, and
3. must be signed by the members making the requisition, and
4. must be lodged with the secretary, and
5. may consist of several documents in a similar form, each signed by one or more of the members making the requisition.
6. Such a requisitioned meeting must be held within twenty-eight (28) academic days, but no sooner than five (5) academic days.
7. If the Executive fails to convene a extraordinary general meeting to be held within 1 month after the date on which a requisition of members for the meeting is lodged with the secretary, any one or more of the members who made the requisition may convene a extraordinary general meeting to be held not later than 3 months after that date.
8. A extraordinary general meeting convened by a member or members as referred to in this clause must be convened as nearly as is practicable in the same manner as general meetings are convened by the Executive.
For the purposes of subclause (3):
1. a requisition may be in electronic form, and
2. a signature may be transmitted, and a requisition may be lodged, by electronic means.
The format, procedures, notice and quorum for an Extraordinary General Meeting shall be the same as for an Annual General Meeting, except that the Executive nominations shall not take place unless specifically notified.

4.5 Notice

Except if the nature of the business proposed to be dealt with at a general meeting requires a special resolution of CSESoc, the secretary must, at least 7 days and 5 academic days before the date fixed for the holding of the general meeting, give a notice to each member specifying the place, date and time of the meeting and the nature of the business proposed to be transacted at the meeting.
If the nature of the business proposed to be dealt with at a general meeting requires a special resolution of CSESoc, the secretary must, at least 21 days before the date fixed for the holding of the general meeting, cause notice to be given to each member specifying, in addition to the matter required under subclause (1), the intention to propose the resolution as a special resolution.
1. Note that a special resolution must be passed in accordance with section 39 of the Act.
No business other than that specified in the notice convening a general meeting is to be transacted at the meeting except, in the case of an annual general meeting, business which may be transacted under the clause governing Annual General Meetings.
A member desiring to bring any business before a general meeting may give notice in writing of that business to the secretary who must include that business in the next notice calling a general meeting given after receipt of the notice from the member.

4.6 Quorum for general meetings

No item of business is to be transacted at a general meeting unless a quorum of members entitled under this constitution to vote is present during the time the meeting is considering that item.
Fifteen members present (being members entitled under this constitution to vote at a general meeting) constitute a quorum for the transaction of the business of a general meeting.
1. Should the society have less than 15 full members, half of the number of full members shall constitute a quorum.
If within half an hour after the appointed time for the commencement of a general meeting a quorum is not present, the meeting:
1. if convened on the requisition of members—is to be dissolved, and
2. in any other case—is to stand adjourned to the same day in the following week at the same time and (unless another place is specified at the time of the adjournment by the person presiding at the meeting or communicated by written notice to members given before the day to which the meeting is adjourned) at the same place.

4.7 Presiding member

One of the Co-Presidents is to preside as chairperson at each general meeting of CSESoc. Where they cannot decide who should be the chairperson, the Treasurer shall be the chairperson of that general meeting.
1. Should neither Co-President be able to preside as chairperson, they shall nominate another member of CSESoc to be preside as chairperson.
2. Should the Co-Presidents be unable to decide who should preside as chairperson, and should the Treasurer be unable to preside as chairperson, the Treasurer shall nominate another member of CSESoc to preside as chairperson.
If the Co-Presidents or Treasurer are absent or unwilling to act as required under this section, the members present must elect one of their number to preside as chairperson at the meeting.

4.8 Adjournment

The chairperson of a general meeting at which a quorum is present may, with the consent of the majority of members present at the meeting, adjourn the meeting from time to time and place to place, but no business is to be transacted at an adjourned meeting other than the business left unfinished at the meeting at which the adjournment took place.
If a general meeting is adjourned for 14 days or more, the secretary must give written or oral notice of the adjourned meeting to each member of CSESoc stating the place, date and time of the meeting and the nature of the business to be transacted at the meeting.
Except as provided in subclauses (1) and (2), notice of an adjournment of a general meeting or of the business to be transacted at an adjourned meeting is not required to be given.

4.9 Making of decisions

A question arising at a general meeting of CSESoc is to be determined by:
1. a show of hands or, if the meeting is one held electronically, any appropriate corresponding method that the Executive may determine, or
2. if on the motion of the chairperson or if 5 or more members present at the meeting decide that the question should be determined by a written ballot—a written ballot.
If the question is to be determined by a show of hands, a declaration by the chairperson 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 CSESoc, is evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against that resolution.
Subclause (2) applies to a method determined by the Executive under subclause (1) (i) in the same way as it applies to a show of hands.
If the question is to be determined by a written ballot, the ballot is to be conducted in accordance with the directions of the chairperson.

4.10 Special resolutions

A special resolution may only be passed by CSESoc in accordance with section 39 of the Act.

4.11 Voting

On any question arising at a general meeting of CSESoc a full member has one vote only.
In the case of an equality of votes on a question at a general meeting, the chairperson of the meeting is entitled to exercise a second or casting vote.
Associate Members of CSESoc shall not be entitled to vote at a general meeting.
A member is not entitled to vote at any general meeting of CSESoc if the member is under 18 years of age.

4.12 Postal or electronic ballots

CSESoc may hold a postal or electronic ballot (as the Executive determines) to determine any issue or proposal (other than an appeal under clause 12).
A postal or electronic ballot is to be conducted in accordance with Schedule 3 to the Regulation.

4.13 Use of technology at general meetings

A general meeting may be held at 2 or more venues using any technology approved by the Executive that gives each of CSESoc’s members a reasonable opportunity to participate.
A member of an association who participates in a general meeting using that technology is taken to be present at the meeting and, if the member votes at the meeting, is taken to have voted in person.

5 Miscellaneous

5.1 Insurance

CSESoc may effect and maintain insurance.

5.2 Funds - source

The funds of CSESoc are to be derived from donations, sponsorships of CSESoc, grants or other entitlements from Arc, or any other source of funding determined by the executive.
All money received by CSESoc must be deposited as soon as practicable and without deduction to the credit of CSESoc’s bank or other authorised deposit-taking institution account.
CSESoc must, as soon as practicable after receiving any money, issue an appropriate receipt.

5.3 Funds - management

Subject to any resolution passed by CSESoc in general meeting, the funds of CSESoc are to be used solely in pursuance of the objects of CSESoc in the manner that the Executive determines.
All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments must be signed by 2 authorised signatories.

5.4 Finance

The Computer Science and Engineering Society of UNSW shall hold an account with a financial institution on University campus.
The Executive shall vote on three members of the Executive to be signatories to the account, one of whom must be the Treasurer.
The Executive must approve all accounts for payment.
All financial transactions shall require two signatures, one of which must be that of the society Treasurer.
1. In the case of EFT, the required signatures shall be digital.

5.5 Association is non-profit

Subject to the Act and the Regulation, CSESoc must apply its funds and assets solely in pursuance of the objects of CSESoc and must not conduct its affairs so as to provide a pecuniary gain for any of its members.

5.6 Dissolution of the society

This is copied from section 7 of the CSESoc constitution.

Dissolution of the Computer Science and Engineering Society of UNSW will occur after the following conditions have been met:
1. An Extraordinary General Meeting is petitioned in writing, in accordance with the relevant constituional requirements for a Special Resolution;
2. Procedures for notification as set out in this constituion are followed, and the reasons for the proposed dissolution are included with the notification to Arc;
3. Quorum for the meeting to dissolve the society shall be twenty (20) members or three-quarters of the society membership, whichever is the lesser;
4. No other business may be conducted at the meeting to dissolve the society;
5. After the petitioning body has stated its case any opposition must be given the opportunity to reply, with at least ten minutes set aside for this purpose;
6. A vote is taken and the motion to dissolve lapses if opposed by more than 25% of votes cast by members of the society eligible to vote;
7. If the motion to dissolve is carried, Arc must be notified within ten (10) academic days.
Dissolution of the society will also occur if the society has been financially AND administratively inactive for a period of eighteen (18) months. Financial inactivity shall mean no recorded and official electronic or manual monetary transaction has occurred. Administrative inactivity shall mean no recorded and official publicity to the School of Computer Science and Engineering student body through methods/medium such as email, posters.

5.7 Distribution of property on winding up of association

On dissolution of the society, the society is not to distribute assets to members. All surplus assets are to be distributed to an organisation with similar goals or objectives that also prohibits the distribution of assets to members. This organisation may be nominated at the dissolution meeting of the society. If no other legitimate organisation is nominated, Arc will begin procedures to recover any property, monies or records belonging to the society which it perceives would be useful to other Arc-affiliated clubs.
In this clause, a reference to the surplus property of an association is a reference to that property of CSESoc remaining after satisfaction of the debts and liabilities of CSESoc and the costs, charges and expenses of the winding up of CSESoc.

5.8 Change of name, objects and constitution

An application for registration of a change in CSESoc’s name, objects or constitution in accordance with section 10 of the Act is to be made by the public officer or a member of the Executive.
Change to CSESoc's name, objects or constitution may only be made by Special Resolution.

5.9 Custody of books etc

Except as otherwise provided by this constitution, all records, books and other documents relating to CSESoc must be kept in New South Wales:
1. at the main premises of CSESoc, in the custody of the public officer or a member of CSESoc (as the Executive determines), or
2. if CSESoc has no premises, at CSESoc’s official address, in the custody of the public officer.

5.10 Inspection of books etc

The following documents must be open to inspection, free of charge, by a member of CSESoc at any reasonable hour:
1. this constitution,
2. minutes of all general meetings of CSESoc.
A member of CSESoc may obtain a copy of any of the documents referred to in subclause (1) on payment of a fee of not more than $1 for each page copied.
A member of CSESoc may obtain a virtual copy of any of the documents referred to in subclause (1) without cost.
Despite clauses (1) and (2), the Executive may refuse to permit a member of CSESoc to inspect or obtain a copy of records of CSESoc that relate to confidential, personal, employment, commercial or legal matters or where to do so may be prejudicial to the interests of CSESoc.
Notwithstanding the above, the records of the society shall be open for inspection by Arc at all times.

5.11 Service of notices

For the purpose of this constitution, a notice may be served on or given to a person:
1. by delivering it to the person personally, or
2. by sending it by pre-paid post to the address of the person, or
3. by sending it by facsimile transmission or some other form of electronic transmission to an address specified by the person for giving or serving the notice.
For the purpose of this constitution, a notice is taken, unless the contrary is proved, to have been given or served:
1. in the case of a notice given or served personally, on the date on which it is received by the addressee, and
2. in the case of a notice sent by pre-paid post, on the date when it would have been delivered in the ordinary course of post, and
3. in the case of a notice sent by facsimile transmission or some other form of electronic transmission, on the date it was sent or, if the machine from which the transmission was sent produces a report indicating that the notice was sent on a later date, on that date.
Notices made to the entire membership of CSESoc must be emailed to those members, in addition to any other form those notices take.

5.12 Financial year

The financial year of CSESoc is:
1. the period of time commencing on the date of incorporation of CSESoc and ending on the following 30 June, and
2. each period of 12 months after the expiration of the previous financial year of CSESoc, commencing on 1 July and ending on the following 30 June.

5.13 CSESoc CompClub

CSESoc CompClub (CompClub) will be affiliated with CSESoc.
CSESoc is responsible for providing the CompClub with reasonable financial funding annually. Unless there are exceptional circumstances, CompClub may request an amount of funding not greater, in any year, than $5000.
1. In order to request any amount of funding CompClub must abide by the UNSW Student Code of Conduct.
2. Arc may, at any time, audit use of CompClub funding.
In order to act on behalf of the Society, CompClub must abide by the UNSW Student Code of Conduct, and have been granted explicit power of delegation.
CSESoc must endeavour to retain a Memorandum of Understanding with CompClub outlining an approach to further funding, sponsorship and activities.

5.14 UNSW Software Development Society (DevSoc)

DevSoc will be affiliated with CSESoc.
CSESoc is responsible for providing DevSoc with reasonable financial funding annually. This is to be negotiated between the Society's Treasurer and the Treasurer or equivalent position of DevSoc and approved by the executive team of both societies. Unless there are exceptional circumstances, DevSoc may request an amount of funding not greater, in any year, than 15% of CSESoc's gross income. #. It is expected that DevSoc is to assist CSESoc in the obtaining of this funding pool, such as by collaborating on the sponsorship prospectus. Funding is contingent on reasonable assistance being provided.
DevSoc will not act on behalf of the Society unless they have been granted explicit power of delegation.
CSESoc must endeavour to retain a Memorandum of Understanding with DevSoc outlining an approach to further funding, sponsorship, technical infrastructure, and activities.

5.15 CSE Student Representatives

Stureps shall mean the CSE Student Representatives.
CSESoc must endeavour to retain a Memorandum of Understanding with the Stureps outlining an approach to student engagment.