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BYE-LAWS

		Adopted by a General Meeting on 12 November 1954 and approved by the Governor-General-in-Council on 6 April 1955. The dates of amendments made since 1987 are indicated in footnotes; the dates of amendments made prior to 1987 may be found in the Year Book for that year.
		Chapter I: INTERPRETATION In these Bye-Laws, unless the context indicates a contrary intention: [1]words importing a gender include any other gender; words importing the singular number include the plural, and vice versa; 'in writing' and 'written' includes printing, typing or any other means of reproducing words on paper;'year' means calendar year; 'The Secretaries' means the Secretary (Physical Sciences) and the Secretary (Biological Sciences); [2]Persons may be deemed to be normally resident in Australia if their absence from Australia is due to their holding an academic or other appointment of a short-term or temporary character; and [3]Reference to Chair is a reference to the position described as Chairman in the Royal Charter.
		Chapter II: MEMBERSHIP
Persons eligible.	1	The Academy shall consist of Fellows and Corresponding Members, elected as hereinafter provided. Subject to Section 10 of this chapter, Fellows shall at the time of their election be normally resident in Australia and be eminent by reason of their scientific attainments and their researches in natural science. Corresponding Members shall be persons eminent by reason of their scientific attainments and discoveries but not normally resident in Australia.
	2	At the date of the adoption of these Bye-Laws the Fellows of the Academy consist of the petitioners named in the first paragraph of the original[4] Charter of Incorporation and the Fellows who have been elected in pursuance of the fifth clause of the original Charter.
		Ordinary Election of Fellows
	3a	The ordinary election of Fellows shall take place annually.[5]
Number to be elected.	b	Subject to paragraph (a) of Section 8 and to paragraph (f) of Section 9 of this Chapter, the number of Fellows to be elected in each year shall be sixteen[6] and up to an additional four in milestone anniversary years (generally every 25 years)[7], until otherwise determined by an official election ballot[8] passed by at least a two-thirds[9] majority of Fellows voting. Such determination may be made from time to time and shall take effect immediately.[10]
Sectional Committees.	4a	In order that the Council may be advised regarding the qualifications of candidates for election, it shall appoint, not later than the thirty-first day of July in each year, such number of Sectional Committees composed of Fellows as it thinks fit.
	b	The Council shall from time to time with respect to each committee:
	i)	fix the number of Fellows of which it is to consist,
	ii)	prescribe its title and functions,
	iii)	propose a Fellow for election as its Chair, and
	iv)	give directions for its guidance if thought fit.
	c	Provided that:
	i)	a Fellow who has been a member of any Sectional Committee for four consecutive years shall not be eligible for appointment to that committee for the next year;
	ii)	in exercising its powers under this Section the Council shall endeavour to ensure that the whole field of the natural sciences is adequately covered by Sectional Committees consisting of Fellows who are competent to assess the qualifications of candidates;
	iii)	any casual vacancy on any Sectional Committee may be filled by resolution of the Council at any time.
Certificate of election.	5	Candidates for election shall be proposed by means of certificates, and the following provisions shall apply:
	a	certificates shall be in the form from time to time prescribed by the Council (subject to this Section);
	[11]b	they shall specify the name, rank, professional position and usual residence of candidates, shall contain a statement in less than 100 words of their qualifications (hereinafter called 'the citation'), and shall be accompanied by a complete list of their publications;
	c	they shall be signed by at least four Fellows, one of whom shall sign as proposer and one as seconder;
	d	Fellows signing the certificate will be deemed thereby to certify that to the best of their knowledge and belief the candidate is qualified to become a Fellow;
Duties of proposers and supporters.	e	candidates and their work must be known personally to the proposer and seconder; and other Fellows signing the certificate shall signify whether they support candidates from personal knowledge or from general knowledge of their work. Fellows (other than the proposer and seconder) who desire to sign the certificate of a candidate but find it impracticable to do so before the date prescribed in paragraph (g) below, may in writing request The Secretaries or either of them to append their names to that certificate as supporting a candidate either from personal knowledge or from general knowledge of their work; and shall thereupon be deemed to have signed the certificate. Such letter of request shall be kept by The Secretaries during the validity of the certificate and be available for inspection at the Rooms of the Academy upon demand by any Fellow;
	f	proposers shall obtain the consent of candidates to nomination and their agreement that, if elected, they will subscribe to the Obligation and pay the annual dues;
	g	a certificate shall be in the hands of The Secretaries not later than the thirty-first day of July[12] immediately preceding the election;
	h	the date of the receipt of a certificate by The Secretaries shall be entered by them in the Register of Candidates to be kept pursuant to Section 15 of this Chapter;
	i	a certificate received by the date specified in paragraph (g) shall be valid for the next five annual elections; there may be attached to a certificate at any time supplementary information signed by the proposer and seconder named therein; corrections of fact may be made upon the certificate at any time if initialled by the proposer and seconder named therein and unmistakably marked as new matter, or, if either the proposer or seconder is unavailable by reason of death or otherwise, in their place by one of the other Fellows who signed the certificate;
	j	a certificate may be withdrawn by the proposer and seconder before the date specified in paragraph (g) or after the next following election;
	k	The Secretaries shall strike off the Register of Candidates any candidate who has been elected or whose certificate is no longer valid.
	[13]l	when a certificate for a candidate has expired after five annual elections, The Secretaries will not accept a new certificate until the second calendar year following the year of expiry.
List of candidates to be sent to all Fellows.	6	Not later than the first day of September in each year, The Secretaries shall send to each Fellow a list of candidates whose names appeared on the Register of Candidates on the preceding second day of August. Such list shall be in alphabetical order, shall contain with respect to candidates a copy of the citation appearing in their certificates, and the names of the Fellows who have signed the certificates (the proposer and seconder appearing first in that order) and shall specify the number of elections for which certificates in respect of them have been valid.
Sectional Committee to receive classified list of candidates and make recommendations to Council.	7	Not later than the date prescribed in Section 6, The Secretaries shall send to each member of every Sectional Committee a complete list of candidates, in which candidates’ names are placed under the heading or headings of the section or sections appropriate for their work. By the same date The Secretaries shall send to the members of the appropriate Sectional Committee or Committees lists of candidates' publications, also, with respect to candidates, the information, including supplementary information (if any), appearing in or attached to their certificates.
		Each Chair of a Sectional Committee shall ascertain, either at a meeting of the members thereof or by correspondence with them, their views as to the most eligible candidate within the purview of this committee, and as to any comment or recommendation with respect to any other candidate or candidates which should be submitted to the Council. Where necessary or desirable, Committee members may seek opinions from other recognized experts in Australia or overseas. The Chair shall deliver to the Executive Secretary a written report to the Council not later than the seventeenth day of February[14] then next, setting out the names of the candidates recommended for consideration in order of merit and giving comments and recommendations with respect to them, in accordance with the opinions of the majority of the members of the Sectional Committee.
Council to recommend candidates for election.	8a	A meeting of the Council shall be held as soon as practicable after the first day of March in each year, at which the reports of the Sectional Committees shall be considered. At that or a subsequent meeting the Council shall resolve upon the names of candidates (from among those recommended by the Sectional Committees and corresponding in number to the number of Fellows to be elected as determined under paragraph (b) of Section3) to be recommended by it for ordinary election under that paragraph as Fellow of the Academy: provided that, if the Council is of the opinion that the number of candidates whose scientific attainments and researches are such as to qualify them for membership of the Academy is less than the number so determined, it may resolve upon the names of a smaller number to be so recommended.
	b	in resolving upon its recommendations, the Council shall have regard to, amongst other things, the desirability of maintaining a just distribution of the membership of the Academy over the various branches of natural science.
Election ballot to be sent to all Fellows.	c	An official election ballot[15] containing the names recommended by the Council in alphabetical order shall be sent to each of the Fellows at least fourteen days before the Annual General Meeting.
Method of election.	[16]9a	Fellows desiring to vote shall do so by sending to the Returning Officer an election ballot (being an election ballot sent in pursuance of paragraph (c) of the last preceding Section or one identical therewith). Before doing so, they may delete from the election ballot one or more of the names recommended by the Council; and may, if they think fit, replace any name so deleted by writing thereon the name of another of the candidates whose names appeared on the list sent to Fellows in pursuance of Section 6.
	b	An official election ballot on which the name of any candidate appears more than once shall be informal; and no name may be added except in replacement of a name recommended by the Council.
	c	Each Fellow who returns an official election ballot shall be deemed to cast one vote for each candidate whose name appears thereon and has not been deleted.
	d	Council shall appoint a Returning Officer who may determine any questions as to the procedure in the election and as to the validity or effect of any election ballot.
	e	The candidates, equal in number to the number recommended by the Council in the election ballot submitted by it, who receive the greatest number of votes shall be declared elected; provided that (subject to paragraph (f) hereunder) no candidate whose name appears on less than two-thirds of the official election ballots returned shall be declared elected.
	f	If two or more candidates for the last place or places to be filled receive an equal number of votes, a supplementary poll or polls shall be taken in such manner as the Returning Officer directs. Candidates shall not be declared elected as the result of any supplementary poll unless in the course of such poll, or on a resolution for their election, they have received the votes of not less than two-thirds of the Fellows voting.
		Royal Fellows
	9A	The Council may from time to time by resolution elect as a Royal Fellow of the Academy a Royal Prince or Princess who, in its opinion, is eminent in respect of his or her interest in science; provided that such resolution has been carried with at least nine votes cast in favour of the resolution.
		Special Election of Fellows
Qualification for special election.	10	From time to time the Council may deem it desirable that the Academy should elect to Fellowship a person who has rendered conspicuous service to the cause of science or whose election would be of signal benefit to the Academy and to the advancement of science. Accordingly the following provisions shall apply:
Procedure for nomination.	a	At a meeting to be held as soon as practicable after the first day of March in each year[17] the Council may nominate for special election as a Fellow a person who in its opinion is within the terms of the preamble to this Section; but no such nomination shall be made unless upon a ballot of the members of the Council at least nine votes have been cast in favour of the nomination being made. In determining the nomination, Council may interview the proposer of the person for nomination for special election.[18]
	b	not more than two persons shall be specially elected in any three consecutive years, with the exception of milestone anniversary years (generally every 25 years) for the Academy in which up to three persons may be specially elected;[19]
	c	nomination shall be by means of a certificate, and the provisions of paragraphs (a) to (d) inclusive of Section 5 of this Chapter shall apply thereto, except that no list of publications need be furnished;
Procedure for election.	d	an official election ballot containing a resolution for the election of the person nominated for special election[20] along with particulars of any nomination, and the information contained in the certificate by means of which it is made, shall be sent to each Fellow at least fourteen days before the Annual General Meeting.
	e	the nominee shall be declared elected if a resolution for his or her election be passed by a majority of not less than two-thirds of the Fellows voting.[21]
	[22]f	Council shall appoint a Returning Officer who may determine any questions as to the procedure in the election and as to the validity or effect of any official election ballot and shall supervise the counting of votes.
		Corresponding Members
Election by Council.	11	The Council may from time to time by resolution elect as a Corresponding Member of the Academy a person who in its opinion is eminent in respect of scientific discoveries and attainments but who is not normally resident in Australia provided that:
Number which may be elected.	a	not more than two persons may be elected in any year;
	b	no such election shall be made if it would make the number of Corresponding Members for the time being exceed one-tenth of the number of Fellows for the time being;
	c	such resolution has been carried with at least nine votes cast in favour of the resolution.
Obligations and privileges of Corresponding Members.	12	A Corresponding Member shall not be required to pay any subscription, shall not be eligible for membership of Council or any Sectional Committee, and shall not be entitled to receive notice of or to vote at any General Meeting of the Academy.
		Register of Members
	13	The Secretaries shall keep a book called the Register of Members, in which shall be entered the name, address and date of election of each Fellow and Corresponding Member and such other particulars as the Council may from time to time determine.
		Charter Book and Obligation
Signing of Charter Book and Obligation.	14	There shall be a Charter Book and Fellows shall sign this and at the first General Meeting after the date of their election or within such period thereafter as the Council may permit. In signing they shall subscribe the following Obligation, which shall be written at the head of each page.
		I hereby solemnly promise to promote, declare and disseminate scientific knowledge, and to serve the Academy according to its Charter and Bye-Laws, provided that whenever under my own hand I notify the President that I wish to resign from the Academy I shall be free from this obligation.
		Corresponding Members shall sign the Charter Book at the first convenient opportunity after their election, but shall not be required to subscribe the Obligation.
		Register of Candidates
	15	The Secretaries shall also keep a book, called the Register of Candidates, in which shall be entered the name and address of each candidate for ordinary election as a Fellow in respect of whom a certificate of proposal for membership in accordance with Section 5 of this Chapter is received, the date of receipt of the certificate, and such other particulars as the Council may from time to time determine.
		Subscriptions
	16	Fellows shall pay, for the year in which they are elected and for each calendar year thereafter while they remain Fellows, a subscription of such amount as is prescribed from time to time by the Council. The subscription for each year shall become payable one month after the Annual General Meeting. In exceptional circumstances the Council may remit all or part of a Fellow's subscription for any year or years.
		Termination of Membership
	17	Fellows shall cease to be members of the Academy upon the happening of any of the following events:
	a	if they resign by notice in writing to the President;
	b	if they are in default for two consecutive years in the payment of the subscription and the Council resolves that they shall cease to be a member; provided that, on payment of all arrears of subscriptions, a Fellow may be reinstated as a member by resolution of the Council;
	c	if a resolution is passed by ballot of the members of the Council to the effect that in its opinion they have been guilty of conduct detrimental to the Academy; and the following provisions shall apply with respect to any such resolution:
	i)	before it is submitted to such ballot, the Fellow shall be informed of the conduct complained of and given a reasonable opportunity to show cause against his or her expulsion; and
	ii)	if less than nine members of the Council vote in favour of it, it shall be deemed to have lapsed.
		Chapter III: THE COUNCIL AND OFFICERS
		The Council
Constitution.	1a	The affairs of the Academy shall be managed by a Council consisting of:
	[23]i)	seven Officers, namely, the President, the Treasurer, The Secretaries, the Secretary (Science Policy), the Secretary (Education and Public Awareness) and the Foreign Secretary,
	ii)	five ordinary members representing physical sciences, and
	iii)	five ordinary members representing biological sciences.
	b	The Council may exercise all the powers of the Academy which are not by the Charter or Bye-Laws required to be exercised by a general meeting of the Fellows.
Making of Standing Orders.	c	The Council may regulate the affairs of the Academy by means of Standing Orders, provided that such orders are not contrary to the Charter or the Bye-Laws of the Academy. Such Standing Orders may be made, amended or repealed at any Council meeting, provided that notice of the proposed new Standing Order, amendment, or repeal has been given at the preceding Council meeting.
Election of Council.	d	Subject to Section 8 of this chapter, members of Council shall be elected at an Annual General Meeting and shall hold office until the conclusion of the Annual General Meeting in the year in which their term of office expires.
Retirement of members.	[24]e	The term of office of the President, Treasurer, The Secretaries, the Secretary (Science Policy), the Secretary (Education and Public Awareness) and Foreign Secretary shall be four years. The term of office of an ordinary member of Council shall be three years. Fellows shall not be eligible for re-election to Council in the same capacity in the year in which they complete their term of office.
Nominations to Council.	f	Subject to paragraphs (a), (e) and (g) of this Section, any Fellow may be nominated for any vacancy on Council by any four other Fellows. Before the nomination is made, the consent of the nominee must be obtained by the proposers. A Fellow shall not accept nomination for more than one vacancy.
	g	Not later than the l4th day of September in each year, Council shall cause to be sent to each Fellow a paper setting out the number of vacancies to be filled at the succeeding Annual General Meeting. The paper shall specify the title of each vacancy for Officer and the number of vacancies for ordinary members (physical sciences) and ordinary members (biological sciences). The paper shall include a list of names of Fellows, one for each vacancy, nominated by Council. In accordance with paragraph (e) of this Section, Fellows may submit further nominations for the vacancies, in writing, to The Secretaries not later than the 1st day of November.
Council election ballot method of voting in elections of Council.	[25]2	Not later than the fourteenth day of November in each year the Council shall cause to be sent to each Fellow an official election ballot containing all the nominations for the vacant seats on Council.
	3a	If only one nomination for any vacant office has been made, the Fellow nominated shall be declared elected.
	b	If the number of nominations for ordinary members representing physical sciences equals the number of vacancies, then the Fellows nominated shall be declared elected; with a similar provision in respect of ordinary members representing biological sciences.
	c	If there is more than one nomination for a post of Officer, or if there are more nominations than vacancies for ordinary members representing physical sciences or biological sciences, then the following voting procedure shall apply:
		Fellows wishing to vote shall do so by writing against the name of each candidate for a particular office a number indicating their order of preference for that candidate, commencing with the number 1 for the most preferred candidate and continuing until consecutive numbers have been assigned to all those candidates for whom it is desired to vote. An official election ballot on which not all candidates have been assigned consecutive numbers shall be valid only to the first omitted number.
	d	Fellows wishing to vote shall do so by completing the official election ballot in accordance with instructions provided with the ballot and returned[26] to The Secretaries no later than the 1st day of February. Election ballots received after this date shall not be valid except that The Secretaries may, for good reason, extend the date for acceptance of election ballots by not more than 4 weeks, by notice posted in the office of the Academy before the 1st day of February. Counting of votes shall not commence before this closing date.
	e	Before each election the Council shall appoint a Returning Officer who shall determine any question as to procedure in the election and as to the validity or effect of any election ballot, and shall supervise the counting of votes.
	f	Upon the first counting of election ballots votes shall be distributed among the candidates in accord with the first preferences (indicated by the number l). The candidate receiving the least number of first preferences shall be eliminated and his or her votes distributed among the remaining candidates in accord with their indication of second preference. The candidate now holding the smallest total number of votes shall again be eliminated and his or her votes distributed among the remaining candidates ranking next in preference on each individual election ballot. This procedure shall be continued until the number of candidates remaining is equal to the number of vacancies. The remaining candidates shall then be declared elected.
	g	If there is an equality of votes among the least favoured candidates at any stage of this procedure, then the candidate having the least number of votes before the immediately preceding distribution of preferences shall be eliminated. If this procedure does not resolve the difference then the preceding distribution stage shall be similarly considered and so on. If these procedures fail to resolve the matter then the candidate to be eliminated shall be determined by lot.
	h	For the purpose of determining the term of office in accordance with Section 1 (d), members of Council on the 1st day of May 1974, shall be deemed to have served the number of years elapsing since their first election to that office or seat on or after the Annual General Meeting in 1970.
Two Vice-Presidents to be appointed.	4	At the first meeting of the Council after the Annual General Meeting the Council, on the nomination of the President, shall appoint two of its members as Vice-Presidents, to hold office as such until the conclusion of the next Annual General Meeting.
Procedure for meetings of Council.	5a	Meetings of the Council may be convened by the President or The Secretaries.
	b	Except as otherwise decided by the Council, or in special circumstances, by the President, meetings shall be held in Canberra.
	c	The Council shall meet at least four times in each year, and at intervals no longer than four months.
Quorum to be eight.	d	Unless otherwise determined by resolution of the Fellows in General Meeting, the quorum for a meeting of the Council shall be eight. No business shall be transacted at any meeting unless a quorum is present at the com-mencement of the meeting; provided that the decisions (not requiring any specified number or majority of votes) of a meeting at which a quorum is not so present shall be valid if ratified by the resolution of a subsequent meeting at which a quorum is present, or by the written approval of a sufficient number of members of the Council to constitute a quorum.
	e	Except as otherwise provided by the Charter or the Bye-Laws, all questions before the Council shall be decided by a majority of votes, the Chair having a deliberative, and, in the case of an equality of voting, a casting vote.
	f	Voting at meetings of the Council shall be upon the voices or by show of hands, unless the Charter or Bye-Laws require a ballot, or a ballot is demanded by a member before the declaration of the result of a vote upon the voices or by a show of hands or immediately thereafter and before the Council proceeds to the next business.
	g	A ballot shall be taken in such manner as the Chair directs.
	h	The President, if present, shall take the Chair at every meeting of the Council. In his or her absence, the meeting shall elect one of the Vice-Presidents, or, if neither of them is present, one of the other members, to act as Chair thereof.
	6	A resolution in writing signed by all the members of the Council who are for the time being in Australia shall be as valid and effectual in all respects as if it had been passed at a meeting of the Council duly convened.
	7	Members of the Council who fail to attend two consecutive meetings of the Council without leave of absence from one or both of them having been granted to them shall cease to be a member of the Council unless it otherwise determines.
Filling of casual vacancies.	8	Any casual vacancy occurring in any office or seat on the Council shall be filled by resolution of the Council, and the Fellow so appointed shall hold office until the conclusion of the next Annual General Meeting. Such tenure of office by the appointee shall not be taken into account for the purpose of paragraph (e) of Section 1 of this Chapter.
	9	A report on every meeting of the Council shall be sent to each Fellow as soon as practicable after the meeting.
		The President
	10	The President shall preside at every general meeting of the Academy and meeting of the Council at which he or she is present.
		The Secretaries
	[27]11	The Secretaries shall be responsible for recording the proceedings of the Academy, for the keeping of the minutes of general meetings of the Academy and of the meetings of the Council, for the conduct of the Academy's correspondence, for the keeping of its records, for its publications, and for all other business except that relating to finance, science policy, education and public awareness and international relations.
		The Secretaries or one of them or in emergency a Fellow appointed by the President to act in their stead shall attend all general meetings of the Academy and meetings of the Council.
		The Foreign Secretary
	a	The Foreign Secretary shall be responsible, subject to the direction of the Council, for the international relations of the Academy and for the conduct of the relevant correspondence.
		The Secretary (Science Policy)
	[28]b	The Secretary (Science Policy) shall be responsible, subject to the direction of the Council, for the Academy's relations with government and other bodies on matters of science policy.
		The Secretary (Education and Public Awareness)
	[29]c	The Secretary (Education and Public Awareness) shall be responsible, subject to the direction of Council, for the Academy's relations with national organisations concerned with science education, including mathematics, and public awareness.
		The Treasurer and the Finance Committee
Responsibilities of Treasurer.	l2a	The Treasurer shall be responsible for the receipt and payment into a banking account of the Academy of all moneys payable to the Academy; for the disbursement of all sums due from or payable by the Academy; for the keeping of proper accounts of all such receipts and payments; and for the custody of the books of account and the securities and other property of the Academy.
	b	With the approval of Council, the Treasurer may appoint a deputy, to whom any of his or her duties or powers may be delegated from time to time.
	c	If the Treasurer dies or becomes, in the opinion of the President, incapable of performing his or her duties, or unfit to act, the President may appoint a member of Council to act as Treasurer until a new Treasurer is appointed by Council.
Finance Committee to be appointed.	13a	At its first meeting after the Annual General Meeting in each year the Council shall appoint a Finance Committee, consisting of the Officers, and three other members, one of whom shall be a Fellow.
	b	The Finance Committee shall meet at least twice in each year, provided that a meeting need not be held if all members of the Committee who are for the time being in Australia so agree in writing. Meetings may be convened by the Treasurer or either of The Secretaries.
	c	The Treasurer shall preside at every meeting of the Finance Committee, but in his or her absence the Committee shall elect one of its members to act as Chair of the meeting.
	d	A quorum of a meeting of the Finance Committee shall be three.
	e	The function of the Finance Committee shall be to advise Council concerning the financial affairs of the Academy. It may submit budgets and estimates of receipts and expenditure and advise as to the investment of funds. The Council may delegate to it, subject to such conditions (if any) as the Council thinks fit, the power to manage the investment of funds, including the power to select, purchase, sell and otherwise deal with investments.
		Chapter IV: FINANCES AND ACCOUNTS
		Expenditure of Funds
Authority for expenditure.	1a	Subject to this Section, no expenditure by or on behalf of the Academy or of the funds of the Academy shall be incurred or made without the authority of the Council.[30]
Authorising Committee may be appointed.	b	The Council may delegate to any committee the power to authorise expenditure to be incurred or made, provided that particulars of expenditure so authorised shall be submitted by the Chair of the Committee to the next meeting of the Council after it is authorised.
	c	Any such delegation may be made subject to such conditions, and to such restrictions as to amount, locality, subject matter or otherwise as the Council from time to time prescribes.
	d	Any such committee may, if the Council so decides, include a Fellow who is not a member of the Council.
	e	Bye-Law omitted.[31]
		Banking Accounts and Disbursements of Funds
Signing of cheques.	3	Cheques and other negotiable instruments drawn made or accepted on behalf of the Academy shall be signed by the Treasurer or his or her deputy and by such other person (whether a member of the Council or not) as the Council from time to time determines.[32]
	4	Cheques and other negotiable instruments for collection and crediting to a banking account of the Academy may be endorsed by any member of the Council or by the Executive Secretary or by such other person as the Council from time to time prescribes.
	5	No banker or other person paying or dealing with any cheque or negotiable instrument signed in accordance with Sections 3 and 4 of this chapter shall be concerned to inquire whether any of the provisions of Section I have been complied with.
		Investments[33]
	6a	The funds of the Academy shall be invested according to the policy determined by Council and embodied in a Standing Order titled 'Investment Policy'.
	b	No investment of the funds of the Academy or of any trust moneys under its control shall be made except in the manner specified in the Standing Order.
		Annual Accounts
	7a	The Council shall cause to be laid before the Annual General Meeting in each year a balance sheet and a statement of income and expenditure, together with statements showing the position of each trust fund, all made up to the previous thirtieth day of June.
	b	Such balance sheet and statement shall be prepared by the Treasurer and submitted for the consideration of the Council at a meeting held in October next before the General Meeting to which they are to be presented.
	c	Before being so submitted they shall be audited and their correctness ascertained.
	d	By the thirty-first day of October in each year copies of such balance sheet and statements shall be sent to every Fellow.
		Audit
	8	Once at least in every year the accounts of the Academy shall be examined and the correctness of the balance sheet and financial statements ascertained by an Auditor.
	9	The Auditor shall be elected at the Annual General Meeting. Any casual vacancy in the office of Auditor shall be filled by appointment by the Council, and the Auditor so appointed shall hold office until the conclusion of the next Annual General Meeting.
	10	An Auditor shall not be a Fellow of the Academy or a candidate for election as such.
	11	The remuneration of the Auditor shall be fixed by the Annual General Meeting, or, if it so decides, may be left for the determination of the Council.
		Chapter V: GENERAL MEETINGS
Annual General Meetings.	1	An Annual General Meeting of the Academy shall be held not more than fifteen months after the holding of the last preceding Annual General Meeting and at such time and place as the Council decides. Unless for special reasons the Council otherwise determines, each Annual General Meeting shall be held in Canberra before the last Thursday in May.[34]
Special meetings.	2	A Special General Meeting of the Academy may be convened by the Council at any time, and the Council shall convene such a meeting on the written requisition of ten Fellows, and in this case the meeting shall be convened for a date not later than sixty days after the receipt of the requisition.
Notice of meetings.	3	Not less than twenty-one days' notice of every general meeting specifying the place, day and hour of meeting and, in the case of special business, the general nature thereof, shall be sent to each of the Fellows: provided that the accidental omission to give notice of any meeting to or the non-receipt of any notice by any of the Fellows shall not invalidate the proceedings of any meeting.
Ballot in lieu of vote at a General Meeting.	4	The Council may submit any question to the vote of the Fellows by means of an official election ballot to be conducted in such manner as the Council decides, and the decision upon such a vote shall have the same force and effect as a resolution of the Fellows in general meeting.
Business of the Annual General Meetings.	5	The business of the Annual General Meeting shall be:
	a	to receive and consider the Report of the Council;
	b	to receive and consider the balance sheet, statement of receipts and expenditure, and other financial statements (if any), and the Auditor's Report.
	c	to receive and consider reports from Regional Advisory Committees;
	d	to elect Auditors, and, if so decided, to fix their remuneration;
	e	to elect a President, Treasurer, The Secretaries, the Secretary (Science Policy), the Secretary (Education and Public Awareness), the Foreign Secretary[35] and Ordinary Members of the Council in accordance with the provisions of Chapter III; and
	f	to transact any other business which may, consistently with the Charter and Bye-Laws, be transacted at a general meeting.
Notice of special business to be given.	6	All business transacted at the Annual General Meeting other than that specified in paragraphs (a) to (f) of the last preceding Section, and all business transacted at a Special General Meeting, shall be deemed special. No special business shall be brought forward at the Annual General Meeting unless at least fourteen days' notice of it has been given in writing to The Secretaries or the Council has approved of its submission to the meeting. No business shall be transacted at a Special General Meeting other than that the general nature of which has been set out in the notice convening the meeting.
Quorum.	7	Fifteen Fellows personally present shall be a quorum for a general meeting. No business shall be transacted unless a quorum is present at the commencement of business.
Chair.	8	The President shall be entitled to take the chair at every general meeting at which he or she is present; but in his or her absence from any general meeting may nominate one of the Vice-Presidents who shall be entitled to take the chair thereat; but if neither of the Vice-Presidents has been so nominated, the Fellows present shall choose a Vice-President, or, if neither of the Vice-Presidents be present, one of the other members of the Council, as Chair of the meeting.
Adjournments.	9	The Chair of a general meeting may, with the consent of the meeting, adjourn it from time to time for an agreed period but no business shall be transacted at an adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for more than six days notice of the adjourned meeting shall be given to the Fellows; but in case of a shorter adjournment no notice need be given to any Fellow.
Procedure and voting.	10	Except as otherwise provided by the Charter or Bye-Laws, all questions before a general meeting shall be decided by a majority of the votes of the Fellows present, the Chair having a deliberative, and, in the case of an equality of voting, a casting vote.
	11	Every question submitted to a general meeting shall be decided upon the voices or by a show of hands, unless the Charter or Bye-Laws require a ballot, or a ballot is demanded by one of the Fellows present either before the declaration of the result of a vote upon the voices or by a show of hands or immediately thereafter and before the meeting proceeds to the next business.
	12	A ballot, if so required or demanded, shall be taken in such manner as the Chair of the meeting directs.
	13	On a show of hands and on a ballot, each Fellow present shall have one vote, subject to Section 10 of this Chapter.
		Chapter VI: COMMITTEES
	1	The Council may from time to time appoint such Committees as it thinks expedient for any of the purposes of the Academy.
	2	The Council shall appoint Sectional Committees for the purpose of Section 4 of Chapter II of these Bye-Laws, and to advise it generally on sectional matters.
Regional Advisory Committees.	3	The Council may appoint Regional Advisory Committees, composed as provided by paragraph (a) of Clause 12 of the Charter. Persons who are not Fellows may be nominated by notice in writing to the Council by a Fellow who has personal knowledge of their qualifications.
	4	(Repealed)
Terms of membership.	5	The Council shall determine from time to time the terms for which the members of Committees are to hold office and may make rules for the conduct of their proceedings.
Annual report.	6	Chair of each Regional Advisory Committee and of each Standing Committee shall make an annual report to the Council upon its activities for the consideration of the Annual General Meeting of the Academy.
	7	A meeting of a committee may be convened at any time by its Chair, and shall be convened by the Chair thereof within thirty days after a requisition for such meeting, signed by any three of its members, or signed by one of The Secretaries, or the Executive Secretary under the direction of the Council, has been received by such Chair. Any such requisition may specify a matter which the Committee concerned is required to consider, and the Committee shall consider the same and make a report thereon to the Council.
	8	Each Regional Advisory Committee shall meet at least once in every year.
		Chapter VII: GENERAL AND ADMINISTRATIVE
		Non-disclosure of Confidential Business
	1	Unless otherwise determined by the Council, all business transacted at a general meeting of the Academy, or at a meeting of the Council or any Committee, shall be treated as confidential to the members of the Academy and the other members (if any) of the committee.
		Minutes
	2	The Council shall cause minutes to be made in books provided for the purpose of all resolutions and proceedings of every general meeting and of every meeting of the Council, and any such minutes if signed by the Chair of the meeting to which they relate or at which they are read shall be received as conclusive evidence of the facts therein stated.
		Executive Secretary
	3a	The Council may appoint an Executive Secretary and determine his or her remuneration and conditions of employment.
	b	No Fellow shall be appointed to or hold the position of Executive Secretary.
	[36]c	The Executive Secretary shall be responsible to the President.
	d	Subject to paragraph (c) of this Section, and to the directions of the Council, the Executive Secretary shall administer the affairs of the Academy, control its staff, offices and library and have the care of its records and archives. Unless otherwise provided by The Secretaries, the Executive Secretary shall attend the meetings of the Council and of all committees appointed by it and shall take minutes of the proceedings thereof and submit them for the approval of The Secretaries.
		Common Seal
	4a	The Executive Secretary shall be responsible for the safe custody of the Common Seal of the Academy.
	b	Every instrument to which the Common Seal is to be affixed shall normally be passed and sealed in Council but when urgency demands an instrument may be passed and sealed by order of the President or a Vice-President in the intervals between meetings of the Council. Every such occasion of urgency shall be reported at the next meeting of the Council. Every instrument to which the Common Seal is affixed shall be signed by any two of the Officers of the Academy.
		Chapter VIII: REVOCATION OF, AMENDMENTS, OR ADDITIONS TO BYE-LAWS
		Each proposal to change or repeal a Bye-Law, or to make a new Bye-Law shall be given to The Secretaries in writing and shall specify exactly the alterations proposed. The next two meetings of Council shall consider the proposed alteration, and Council shall recommend that the alterations be (a) approved or (b) rejected or (c) approved with amendment. Council shall then submit the proposal together with its recommendations to Fellows, either at a Special General Meeting convened as in Chapter V, or by a ballot as Council determines. If the proposed alteration receives the affirmative votes of not less than three-fourths of the Fellows voting as specified in Clause 14 of the Charter, it shall be submitted for the approval of the Governor-General[37], and shall take effect from the date of formal allowance as published in the official Gazette of the Commonwealth of Australia.