Constitution

Constitution of the Programmers' Society

Effective on and from the 16th March 1989

• Amended 8th August 1996
• Amended 23rd February 2001
• Amended 7th April 2005
• Amended 31st March 2011
• Amended 28th March 2013
• Amended 12th March 2015
• Amended 25th October 2018
• Amended 29th October 2019
• Amended 22nd October 2022
• Amended 12th October 2024

1. NAME

The Society shall be named "Programmers' Society".

2. INTERPRETATION

The following terms, unless otherwise indicated to the contrary shall mean:

• Society: Programmers' Society.
• University, UTS: The University of Technology Sydney.
• ActivateUTS: The UTS clubs body (formerly known as UTS Union).

3. OBJECTS

• 3.1. Encourage, foster, promote, develop, extend and govern interest and expertise in Computer Programming within the University.
• 3.2. Remain affiliated with ActivateUTS.
• 3.3. Subscribe to, become a member of, amalgamate and/or co-operate with any other organisation(s) whose objects are altogether or in part similar to those of the Society.
• 3.4. To develop useful, new and non-commercial computer programs to be exported to other installations for non-profit purposes.

4. MEMBERSHIP

4.1. Membership

Membership shall be open to all UTS students, staff, and alumni; and to all other persons satisfying the requirements of membership as may be determined by the Executive Committee from time to time.

4.2. Conditions of Membership

• 4.2.1. Members shall accept this constitution once adopted and agree to abide by its conditions. Membership shall become effective after payment of the appropriate subscription.
• 4.2.2. Application for membership shall be made in writing, signed by the applicant; or via online facilities, and shall contain such information as the Executive Committee may from time to time prescribe.
• 4.2.3. As soon as practicable after receipt of an application for membership it shall be considered by the Executive Committee who shall determine upon the admission or rejection of the applicant. The Executive Committee will be required to give reason upon rejection of an application.
• 4.2.4. All members may attend all general meetings of the society. Voting rights extend to all current financial members.
• 4.2.5. Annual subscription is dated for the calendar year, expiring on the 31st of December of that year.

4.3. Disciplinary Action

The disciplining of club executives, members, and relevant UTS personnel will be investigated, handled, and processed by ActivateUTS in line with the ActivateUTS Clubs Code of Conduct.

4.4. Disqualification

• 4.4.1. A person being one month in arrears in annual subscription shall cease to be a member.

4.5. Resignation of Membership

A member's resignation shall be not considered effective unless it is made in writing to the Secretary nor until it is accepted by the Executive Committee. No refund of subscription or part thereof shall be made to a resigning member. No person having resigned shall be permitted to rejoin the Society except by payment of a fresh subscription.

5. OFFICERS, MANAGEMENT AND DUTIES

5.1. The Executive Committee shall:

• 5.1.1. Consist of a President, a Vice-President, a Secretary, a Treasurer, at least one Events Coordinator, and a Marketing Director.
• 5.1.2. Manage the affairs of the Society in accordance with this constitution and subject to the decisions of a General Meeting.
• 5.1.3. Be elected to office for a period of one year at the Annual General Meeting.
• 5.1.4. Review, remove and add General Committee Officer Appointments from time to time, as needed at the discretion of the Executive Committee.
• 5.1.5. Vote on significant decisions regarding the Society and its interests, to a majority.
  • 5.1.5.1. In the case of a hung vote or tie, the President shall have a deciding ruling on the vote.

5.2. Executive Committee Vacancies

Any vacancy occurring on the Executive Committee shall be filled at a Special General Meeting to be held as soon as possible after the vacancy occurs.

5.3. Remuneration and Benefits

No remuneration or other benefit in money or money's worth shall be paid to any member except for re-payment of out-of-pocket expenses.

5.4. Eligibility for Election

No member may be elected to any position on the Executive Committee who has not paid their subscription for the year in which that office is to be served. No member shall be elected to any position on the Executive Committee without signifying that they are willing to accept their nomination to that position. No member may be elected to the same office for more than two consecutive terms.

5.5. Executive Committee-person's Duties

• 5.5.1. President. The President shall on behalf of the Executive Committee submit a report on the conduct of the affairs of the Society at the Annual General Meeting, and shall be chairperson and preside at all meetings at which he/she is present. The President shall give direction to the Executive Committee for the Society and its interests.
• 5.5.2. Vice-President. The Vice-President shall assist the President and act as President in their absence.
• 5.5.3. Secretary. The Secretary shall keep a record of all business transacted at all meetings, conduct all correspondence, carry out the directions of the Executive Committee and keep a register of all members.
• 5.5.4. Treasurer.
  • 5.5.4.1. The Treasurer shall receive all monies of the Society and deposit them in the Society's bank account, pay accounts as directed by the Executive Committee, keep such records of receipts and payments as may be directed by the Executive Committee, and present a statement of accounts to each regular meeting of the Executive Committee.
  • 5.5.4.2. The Treasurer shall propose a budget at beginning of calendar year to be approved by the Executive Committee for all estimated income and expenses, including but not limited to events, competitions, capital purchases, and other expenses.
  • 5.5.4.3. They shall present the annual statement of accounts and balance sheet for the preceding financial year at the Annual General Meeting.
  • 5.5.4.4. Should the Treasurer be absent or ill, or neglect or refuse to do anything to be done by them under these rules, the Executive Committee may appoint any member of the Executive Committee to act in their stead.
• 5.5.5. Events Coordinators. The Events Coordinators shall coordinate the timeline and planning of Society events.
• 5.5.6. Marketing Director. The Marketing Director shall manage and moderate all Society social media platforms, and shall provide and distribute Society marketing material.

5.6. Security

All members holding access privileges to physical and digital Society spaces (including, but not limited to: the room, website, mailing list, or chat server) shall make all reasonable efforts to maintain the security of such spaces.

5.7. General Committee Officers

General Committee Officers are to be appointed at the discretion of the Executive Committee and removed at the earlier of either removal by discretion of the Executive Committee, or at the end of an office period of the Executive Committee. General Committee Officers do not hold a position on the Executive Committee, and shall assist and advise the Executive Committee. Persons eligible for appointments must be financial members of the Society for the year they are appointed. General Committee Officer roles and positions are to be determined and revised by the Executive Committee from time to time.

6. FINANCE

6.1. Financial Year

The Financial Year shall commence on the first day of January.

6.2. Trustees

The President, Vice-President, Secretary and Treasurer of the Society for the time being shall be "ex officio" Trustees of the Society and the property of the Society shall be deemed to be vested in them in trust for the members of the Society, and they shall deal with the property of the Society as directed from time to time by the Executive Committee. Any action, suit or other proceeding may be taken or brought on behalf of the Society by and in the name of the Trustees. The Trustees, or any two of them, are hereby empowered to sign, seal and otherwise execute and complete all debentures, securities, leases and other documents required to be executed, to effectuate any dealings with the Society's property or any transaction in connection with the Society's affairs which have been authorised by the Executive Committee.

6.3. Bank Account

The Trustees shall maintain a bank account in the name of and on behalf of the Society.

6.4. Withdrawals and Account Signatories

• 6.4.1. Monies shall not be drawn except by cheque or orders signed by two trustees involving at least either the President or Treasurer.
• 6.4.2. In the event both the President and Treasurer are absent or ill or otherwise unable to act as signatories on a transaction, or neglect or refuse to operate the account in order to satisfy an outstanding debt, the remaining Executive Committee may resolve to petition the ActivateUTS Clubs Manager for the time being to act as an authorised signatory, along with one trustee, to complete the transaction.
• 6.4.3. The ActivateUTS CEO for the time being may act as sole signatory on all accounts.

7. MEETINGS

7.1. Appointment of Chairperson

In the absence of both the President and the Vice-President, the Committee members present shall appoint a chairperson for that meeting.

7.2. Annual General Meetings

• 7.2.1. The Annual General Meeting shall be held in either September or October of each year.
• 7.2.2. The quorum at Annual General Meeting shall be fifty percent (50%) of members entitled to vote or fourteen (14) members entitled to vote whichever is lesser.

7.3. Ordinary General Meetings

• 7.3.1. Ordinary General Meetings shall be held at such times, dates and places as may be decided at the Annual General Meeting.
• 7.3.2. The quorum at an Ordinary General Meeting shall be thirty-three percent (33%) of members entitled to vote or fourteen (14) members entitled to vote, whichever is lesser.

7.4. Special General Meetings

• 7.4.1. Special General Meetings shall be called within twenty-one (21) days of the receipt, by the Secretary, of an application for such a meeting in writing by any seven (7) financial members.
• 7.4.2. The Committee may convene a Special General Meeting when it considers fit.
• 7.4.3. The quorum at a Special General Meeting shall be seven (7) members entitled to vote.

7.5. Advertising Meetings

• 7.5.1. Notice of the Annual and Ordinary General Meetings including time and place shall be given to all financial members of the Society at least fourteen (14) days before the date of any such meeting, with notice of business to be transacted given at least seven (7) days ahead of the meeting.
• 7.5.2. Notice of all Special General Meetings shall be given to all financial members of the Society at least fourteen (14) days before the date of such meeting.

8. AMENDMENT OF CONSTITUTION

8.1. Amendments

This constitution may be repealed, altered or amended only by the affirmative vote of two-thirds of the members present at the Annual General Meeting or at a Special General Meeting convened for the purpose of amending this constitution.

8.2. Amendment Notice

Notice of motions concerning any such amendments shall be lodged with the Secretary at least twenty-one (21) days prior to the date of such meeting and at least seven (7) days notice shall be given of such proposed amendments to every member.

8.3. Lodging of Amendments with ActivateUTS

Details of any amendment that has been duly approved by the members shall be submitted as appropriate to ActivateUTS within seven (7) days of such amendment being adopted.

9. DISSOLUTION

9.1. Dissolution

Dissolution of the Society shall take place only if such a decision is reached by a Special General Meeting as described below. There shall be three weeks notice of the meeting. Normal quorum requirements will not apply. The motion for dissolution will be considered defeated unless supported by the votes of more than two-thirds of the members of the Society entitled to vote. Such votes must be placed at the meeting, proxies and absentee votes will not be permitted.

9.2. Disposal of Assets

• 9.2.1. Property. All computer hardware and computer software purchased by the Society, and all monetary assets and funds of the Society shall be thence forth vested in an organisation to be determined at or before the time of dissolution by a resolution of the membership, whose objects are altogether or substantially similar to those of the society.
• 9.2.2. Copyrights. All computer hardware and computer software (including hardware and/or software enhancements) held under copyright by the Trustees in the name of the Society shall revert in copyright ownership to the original designer/author for use by that person as they deem fit.

10. CONSTITUTIONAL AMBIGUITY

10.1. ActivateUTS Club Affiliation Agreement

In order to fulfil the object of remaining affiliated with ActivateUTS, the ActivateUTS Club Affiliation Agreement shall supersede any inconsistencies with this constitution to the extent of the inconsistency.

10.2. Executive Committee Ruling

In the case of doubt or conflict of opinion in interpretation of this constitution, or in any circumstance not covered by this constitution or the ActivateUTS Club Affiliation Agreement, the Executive Committee's ruling shall be binding upon members.