MEMORANDUM AND ARTICLES OF ASSOCIATION OF INSTITUTE FOR INFORMATION MANAGEMENT LTD.
BY-LAWS FOR THE INSTITUTE FOR INFORMATION MANAGEMENT LTD - OCTOBER 2000
1. The Institute for Information Management Ltd (IIM)
1.1. The IIM is a public company limited by guarantee and is therefore governed by its Memorandum and Articles of Association.
1.2. The formal and principal rules of the IIM are the Memorandum of Association governing external relationships - and the Articles of Association - governing the conduct of members amongst themselves.
1.3. Subject to the IIM Articles, the normal procedure for the appointment of directors will be by ordinary resolution at a IIM general meeting.
1.4. A Director is required to be nominated and appointed to one of the following designated portfolios:
1.4.1. Chair of Directors
1.4.2. Director - Finance & Governance
1.5. A Portfolio Director must be a financial member of the IIM.
1.6. In addition, Regional Directors of the IIM are to be appointed by the Branches in accordance with these by-laws in each of the specified Regions throughout Australia and elsewhere, to represent the membership of the Branches within the specified Regions.
1.7. A Regional Director must be a financial member of a Branch within the specified Region.
1.8. The roles of the Regional Directors of the IIM are defined in Schedule 1 of these By-laws.
2. Membership to the IIM
2.1. The categories of membership as currently determined by the Directors of the IIM are as follows:
2.1.1. Individual Members including student members.
2.1.2. Corporate Members comprising five nominees.
2.1.3. Institutional Members.
2.2. Every applicant for membership of the IIM shall provide to the IIM an application for membership in such form as the Directors from time to time determine together with the entrance fee (if any) and the annual membership fee as determined by the Directors.
2.3. Annual membership fees shall be paid to the IIM and no payments of membership fees are to be made to a Branch unless otherwise determined by the Directors.
2.4. An applicant for membership of the IIM must be of good character.
2.5. An applicant for membership of the IIM shall provide in writing such other information in addition to that contained in the application as the Directors require.
2.6. When an applicant has been accepted for membership to the IIM, the Executive Officer shall forthwith send to the applicant written notice of the applicant's acceptance and shall enter the applicant's name on the Register database.
2.7. In addition, the Executive Officer shall also advise the applicant of the Branch that he or she has been registered with, in accordance with the applicant's postal address, and the Executive Officer shall forthwith advise the relevant Branch President and Branch Secretary of the applicant's membership details.
2.8. Members registered with the relevant Branch shall have the right to vote on all matters relating to the Branch activities and shall be eligible to hold the position of an office-bearer of such Branch in accordance with these by-laws.
3. Annual Membership Fees
3.1. Members shall pay annual membership fees and such other fees in such amounts and at such times as the Directors of the IIM may from time to time determine.
3.2. Invoices for the annual membership fees shall be forwarded to members in the month of May of each year and the membership fees shall be payable in advance on or before the 1st day of July of each year for the ensuing period of twelve months.
3.3. An applicant admitted as a member of the IIM after the 1st day of January in any year shall pay the entrance fee (if any) and half the subscription applicable to the financial membership year or where an applicant has been admitted as a member after the 1st day of April in any year the subscription shall be pro-rated accordingly for the remainder of the financial membership year.
3.4. A Life Member of the former Association for Information and Image Management Incorporated or of the Institute for Information Management shall be exempt from payment of the IIM annual membership fees while they hold the status of Life Member.
3.5. The Memorandum and Articles of Association, these By-laws and policy directives of the IIM governing the conduct of members shall apply to Life Members.
3.6. If a Member resigns from the IIM in accordance with the Articles of Association, the membership fee paid by the Member shall not be refunded, either in whole or in part.
4. Formation of Branches
4.1. In accordance with Article 118 (a) of the IIM Articles of Association, the Directors of the IIM may provide for the management and transaction of the affairs of the IIM in any specified locality.
4.2. Branches are to be established to assist the Directors of the IIM in the implementation of the objects of the IIM prescribed in sub-clauses (a) (b) and (c) of clause 2 of the Memorandum of Association of the IIM.
4.3. Members within a geographic locality may resolve to make application to the Directors of the IIM for the establishment of a Branch.
4.4. The Directors of the IIM shall consider any application for the establishment of a Branch provided the following criteria have been satisfied:
4.4.1. The four office-bearer positions of Branch President, Branch Administrator, Branch Financial Controller and Branch Programs Manager; and
4.4.2. The application has been made as a result of a meeting of members of the IIM by special resolution.
4.5. An application for the formation of a Branch must be made in the form set out in Schedule 2 of these By-laws.
4.6. Where an application to establish a Branch has been made as a result of a meeting of members of the IIM by special resolution, the following procedure must have been complied with:
4.6.1. Not less than 21 days notice of a general meeting and of the motion will be given to the Members; and
4.6.2. Two-thirds of those Members present together with proxies have voted in favour of the establishment of a Branch.
4.7. The Directors of the IIM may reject any application at their discretion or approve an application to form a Branch subject to any conditions as the Directors think fit.
5. Organisation of Branches
5.1. The Branches shall manage and transact their affairs in a manner that is not prejudicial to the objects of the IIM or to the Memorandum and Articles of Association of the IIM.
5.2. The Branches shall be governed by a Branch Council elected by the members of the Branch.
5.3. At each annual general meeting a Branch Council comprising the following Office-bearers shall be elected from the financial members of the Branch.
5.3.1. Branch President
5.3.2. Branch Administrator
5.3.3. Branch Financial Controller
5.3.4. Branch Programs Manager
5.3.5. Branch Councillors - unlimited number
5.4. The roles of the Office-bearers of the Branch are defined in Schedule 3 of these by-laws.
5.5. The annual general meeting of a Branch Council shall be held in the month of June.
5.6. Nominations of candidates for election of Office-bearers of Branch Councils shall:
5.6.1. be made in writing, signed by two members of the Branch and accompanied by the written consent of the Candidate which may be endorsed on the form of nomination;
5.6.2. be delivered to the Executive Officer of the IIM not less than 21 days before the date fixed for the holding of the annual general meeting.
5.7. Notice of each and every candidature will be given to all Branch Members at least 14 days before the date fixed for the holding of the annual general meeting.
5.8. If insufficient nominations are received to fill all vacancies on the Branch Council, the candidates nominated shall be deemed to be elected and further nominations shall be received at the annual general meeting.
5.9. If the number of nominations received is equal to the number of vacancies to be filled, the persons nominated shall be deemed to be elected.
5.10. If the number of nominations exceeds the number of vacancies to be filled, a secret ballot shall be held.
5.11. The secret ballot for the election of Office-bearers of the Branch Council shall be conducted at the annual general meeting.
6. Funding Arrangements
6.1. The IIM and its Branches shall prepare their respective budgets for the ensuing financial year. The financial year for the IIM and the Branches will commence on the 1st July of each year and conclude on the 30th June of the following year.
6.2. Excluding the formation year of a Branch, all Branches shall submit their budgets to the IIM Executive Officer by no later than 30 March of each year in a format approved from time to time by the Board.
6.3. All Branch budgets will be submitted to the Directors of the IIM for their consideration. Issues of clarification or modification to the proposed Branch budgets will be actioned in an expeditious manner by the IIM and the Branches for the purpose of ensuring the approval and consolidation of all Branch budgets within the IIM corporate budget by no later than 15 June of each year preceding the relevant financial year.
6.4. Upon approval of a Branch budget, the IIM Executive Officer shall provide to the Branch Financial Controller a financial performance report on a monthly basis.
6.5. Payment of expenses shall be coordinated by the IIM Executive Officer and the Branch Financial Controller shall provide payment vouchers to the IIM Executive Officer for the payment of Branch expenses in accordance with the approved budget, duly authorised by two Office-bearers of the Branch.
7. Winding Up or Dissolution of A Branch
7.1. If any Branch shall:
7.1.1. wilfully refuse or neglect to comply with the provisions of the Memorandum or Articles of Association and the By-laws of the IIM; or
7.1.2. be guilty of any conduct which in the opinion of the Directors is unbecoming of the Branch or prejudicial to the interest of the IIM; or
7.1.3. the number of members of the Branch falls below the minimum number of members required to form a Branch as determined by the Directors of the IIM and in accordance with sub-clause 4.4 (a) of these By-laws, the Directors may withdraw authority for the Branch to manage and transact the affairs of the IIM in any specified locality or take any other action as they think fit.
8. Guidelines for Awards
It appears that three awards would be sufficient.
· Life Member
· Fellow of IIM
· Merit Award
Any member may originate nominations for Life Members. Each nomination must be sponsored by three persons and be endorsed by the Branch Executive of the Branch to which the nominee belongs.
· All nominations shall be forwarded to the Chairman, IIM Awards Committee. Each nomination shall contain at least the following:
· A brief record of the nominee's career in Information Management.
· An explanation of the reason/s which are offered to qualify the nominee to receive the award.
o The primary reason shall be for continued and sustained service to IIM
· A brief biography of the nominee.
· The nominee shall have been a member of the Association for at least seven years.
· A Life Member shall be entitled to all the privileges of membership, without payment of the annual dues.
Fellow of the IIM (FIIM)
Highest award available
The award will be restricted to Australian residents, who are members of IIM.
Period - life of recipient.
(a) The privilege of using the Fellowship after the name "FIIM".
(b) Dues of a Fellow will be waived but no voting rights.
(c) All benefits due to an ordinary member.
(d) If he wishes to have voting rights he will need to be a financial.
Any member of IIM may originate nominations for the Fellow of the IIM. Each nomination shall contain at least the following:
1. A complete and factual record of the nominee's career in Information Management.
2. An explanation of the accomplishments which are offered to quality the nominee to receive the Award.
3. A brief biography of the nominee.
All nominations shall be submitted through the relevant Branch Executive and after approval, forwarded to the Chairman, IIM Awards Committee. The Committee will consist of a Chairman and three others elected by the Federal Executive.
Nominations receiving a majority vote of the Awards Committee will be forwarded by the Chairman to the Federal President. The Federal President is the executive responsible for ensuring that awards are authorised only upon a majority vote of the Federal Executive.
The nominee must have made an exemplary contribution to the Information Management industry.
IIM Award of Merit
Does not necessarily have to be a financial member.
The Federal Executive, by majority vote, may grant Awards of Merit in recognition for an outstanding contribution to Information Management, in the form of service to IIM, a product, process, application or administrative function which has been significantly beneficial to Information Management in Australia. Said contribution shall be recorded on the award presented to the recipient.
There shall be no restrictions on this award. (Does not have voting rights unless a financial member).
That it is not mandatory to have awards every year. They should be given out sparingly otherwise the Awards mean nothing. They should be given at the Annual Conference Dinner.
IIM BY LAWS AMD 2 - OCT 2000 1