Law Society By-laws 2023

Law Society By-laws 2023

The Council of the Law Society of Tasmania makes the following by-laws under section 627 of the Legal Profession Act 2007 .

PART 1 - Preliminary

1.   Short title

These by-laws may be cited as the Law Society By-laws 2023 .

2.   Commencement

These by-laws take effect on the day on which the resolution by the Council, made under section 628 of the Legal Profession Act 2007 in respect of the by-laws, takes effect under section 628(7) of that Act.

3.   Interpretation

In these by-laws –

Act means the Legal Profession Act 2007 ;

associate member, of the Society, means a member referred to in clause 5(3) ;

executive committee means the executive committee of the Council established by section 623 of the Act;

Executive Director means the Executive Director of the Society within the meaning of the Act;

full member, of the Society, means a member referred to in clause 5(2) ;

general meeting means –

(a) an annual general meeting of the Society held under Division 1 of Part 3 ; or

(b) a special general meeting of the Society held under Division 2 of Part 3 ;

member means a member of the Society;

practitioner means an Australian legal practitioner;

principal place of practice, in relation to a practitioner, means the office of a law practice with which the practitioner is primarily associated or primarily affiliated;

region means the northern region, north-western region or southern region;

regional committee means a committee established by clause 38(1) in respect of a region;

register of members means the register kept and maintained under clause 7(1) ;

Society means the Law Society.

4.   Objects of the Society

The objects of the Society are –

(a) to represent generally the views of the legal profession; and

(b) to maintain the integrity of the legal profession; and

(c) to suppress dishonourable conduct within the legal profession; and

(d) to promote the maintenance, and just reform, of the law; and

(e) to promote the education and training of the legal profession; and

(f) to provide for the settlement of professional disputes; and

(g) to deal with any matter affecting the professional interest of practitioners; and

(h) to encourage and promote the study of law; and

(i) to promote the efficient practice of the law; and

(j) to perform the statutory functions of the Society; and

(k) to form and maintain law libraries; and

(l) to acquire any rights, or privileges, which the Society considers necessary for promoting the interests of the legal profession; and

(m) to promote or provide, in schools and in the community, education on the law and the legal system; and

(n) to communicate information on the law and on matters related to the law; and

(o) to publish, or subsidise the publication of, materials in connection with the objects of the Society; and

(p) to do such things as are necessary, or reasonable, for the purpose of attaining these objects.

PART 2 - Membership of the Society

5.   Types of membership

(1)  A member may be a full member, or an associate member, of the Society.

(2)  A full member of the Society –

(a) is a practitioner who –

(i) is a member by virtue of clause 6(1) ; or

(ii) has made an application under clause 6(2) which has been approved by the Council under clause 6(5) ; and

(b) is entitled to all of the benefits of the Society.

(3)  An associate member of the Society –

(a) is a person who –

(i) does not hold, and is not taken to hold by virtue of section 41 of the Act, a practising certificate; and

(ii) has made an application under clause 6(3) which has been approved by the Council under clause 6(5) ; and

(b) subject to paragraph (c) , is entitled to all of the benefits of the Society; and

(c) is not entitled –

(i) to be a member of the Council; or

(ii) to vote in respect of the election of members of the Council; or

(iii) to vote at a meeting of the Society.

6.   Application for membership

(1)  A practitioner who has been issued with, and holds, a current Tasmanian practising certificate is a full member of the Society unless the practitioner elects, by notice in writing to the Executive Director, not to be a member.

(2)  A practitioner who is taken to hold a practising certificate, by virtue of section 41 of the Act, may apply to the Society, in accordance with subclause (4) , to be a full member of the Society.

(3)  A person who does not hold and is not taken to hold, by virtue of section 41 of the Act, a practising certificate may apply to the Society, in accordance with subclause (4) , to be an associate member of the Society.

(4)  An application under subclause (2) or (3) must be –

(a) made, in writing, in a form approved by the Council; and

(b) lodged with the Executive Director; and

(c) accompanied by each relevant fee, as determined by the Council and specified on the website operated by, or on behalf of, the Society.

(5)  After receiving an application made in accordance with subclause (4) , the Council may –

(a) approve the application; or

(b) refuse to approve the application.

(6)  After the Council makes a decision under subclause (5) , the Executive Director is to –

(a) give notice to the applicant of the approval, or of the refusal to approve, the application; and

(b) if the application is refused, refund to the applicant any fee which accompanied the application.

(7)  If the Council approves an application under subclause (5) for full membership or associate membership –

(a) the membership commences on the date on which the Council approves the application; and

(b) the membership expires –

(i) at the end of the financial year in which the membership commenced; or

(ii) on such other date as is specified by the Council at the time the application is approved.

7.   Register of members

(1)  The Executive Director is to maintain a register of all members.

(2)  An entry in respect of a member in the register of members is to contain –

(a) the name of the member; and

(b) the full name and business address of the principal place of practice for the member; and

(c) each of the following contact details for the member:

(i) the postal address for the member;

(ii) the email address for the member.

(3)  A member is to notify the Executive Director in writing of any change, or error, in the member's entry in the register of members.

(4)  The Executive Director is to remove a person's entry from the register of members if that person ceases to be a member.

8.   Expulsion of members

(1)  The Society may, by resolution of the Council, expel a person as a member if –

(a) the Society is satisfied that the person has engaged in conduct that, in the opinion of the Council, is or is reasonably likely to be detrimental to the reputation, standing, character, objects or interests of the Society or its members; or

(b) the Society is satisfied that the person has engaged in misconduct in connection with the performance or non-performance of any of the functions or duties of any office, or position, held by that person under the Act or under these by-laws; or

(c) the person fails or refuses, without reasonable excuse, to pay a fee, levy, or subscription, that is due and payable by that person to the Society in connection with that person's membership.

(2)  The Council may not consider or vote on a motion to expel a member unless the Executive Director has given to that person, and to each member of the Council, at least fourteen days' notice in writing of a meeting of the Council at which the motion will be considered.

(3)  A notice under subclause (2)  –

(a) is to set out the motion; and

(b) is to contain, or have attached to it –

(i) notice of the date, time and place on or at which the Council will meet to consider the motion; and

(ii) a statement of the grounds for the motion; and

(iii) details of any evidence, and copies of any documents, that the Council is aware may be used in support of, or in connection with, the motion when the motion is considered; and

(iv) notice that the person may show cause why that person should not be expelled as a member –

(A) in writing, in accordance with subclause (4) ; or

(B) by appearing before the Council, at the meeting of the Council at which the motion is to be considered, in accordance with subclause (5) .

(4)  If a person intends to show cause in writing, in accordance with subclause (3)(b)(iv)(A) , why the person should not be expelled as a member –

(a) the person must ensure that the written cause is delivered to the Executive Director at least four days before the time fixed for the meeting of the Council at which the motion to expel that person is to be considered; and

(b) the written cause so delivered is to be provided to the Council as soon as is practicable after it is received by the Executive Director.

(5)  If a person intends to appear before the Council, in accordance with subclause (3)(b)(iv)(B) , to show cause why the person should not be expelled as a member, the person must give the Executive Director written notice of that intention not less than four days before the time fixed for the meeting of the Council at which the motion to expel that person is to be considered.

(6)  The Council may consider and vote on a motion to expel a person as a member without hearing the person, and without further notice to the person, if –

(a) the Council is satisfied that the person has been given notice in accordance with subclause (2) of a motion to expel that person as a member; and

(b) the person does not –

(i) show cause in writing in accordance with subclause (4) ; or

(ii) give written notice in accordance with subclause (5) of the person's intention to appear before the Council to show cause; or

(iii) appear before the Council to show cause in accordance with the person's written notice given under subclause (5) .

(7)  Despite subclause (6) , the Council may defer the consideration of the motion, to expel a member, to another meeting of the Council –

(a) at the request of the person whose expulsion is under consideration; or

(b) of its own motion.

(8)  A motion to expel a member is only carried by the affirmative vote of at least three-quarters of the full members of the Council present and voting at the meeting of the Council where the motion is considered.

(9)  As soon as practicable after the conclusion of the meeting of the Council at which the motion to expel a person as a member was voted on, the Executive Director is to give notice in writing to the person –

(a) if the person is to be expelled as a member, of the resolution of the Council to expel the person; or

(b) if the person is to remain a member, that the motion to expel the person has not been carried.

9.   Suspension of membership or of the benefits of membership

(1)  The Society may, by notice in writing, suspend a person's membership or any right, privilege or benefit of the person's membership that is specified in the notice, if –

(a) any moneys payable to the Society by the person by way of fee, levy or subscription are unpaid after 30 days from the date when such moneys became due and payable to the Society; and

(b) the person –

(i) has not satisfied the Society that there is reasonable cause for non-payment of such moneys; or

(ii) has informed the Society that the person refuses to pay such moneys without satisfying the Society that there are reasonable causes for the refusal to pay.

(2)  The suspension of a member, or of a right, privilege or benefit of a member, under this clause may be for such period as the Society determines is appropriate, after having regard to –

(a) the amount that is unpaid by the member; and

(b) the period for which the amount remains, or remained, unpaid; and

(c) the nature and purpose of the fee, levy or subscription that is unpaid; and

(d) such other facts or circumstances that the Society considers are relevant.

PART 3 - General Meetings

Division 1 - Annual general meetings

10.   Annual general meeting

(1)  The annual general meeting of the Society is to be held –

(a) in August, September or October each year; and

(b) at a time and place appointed by the Council.

(2)  The business at an annual general meeting of the Society is as follows:

(a) the financial accounts submitted, under clause 43 , by the treasurer of the Council for approval;

(b) the appointment of members of the Council elected under Division 2 of Part 4 ;

(c) the annual report of the Council;

(d) business introduced by the Council;

(e) any other business of which 21 days' notice in writing is given to the Executive Director before the meeting.

Division 2 - Special general meetings

11.   Special general meetings

(1)  The Council, by resolution, may convene a special general meeting at any time.

(2)  The Executive Director is to convene a special general meeting on receipt of a request in writing signed by 12 or more full members.

(3)  A special general meeting convened under this clause is to be held not less than 14 days and not more than 30 days from the date on which the Council makes the relevant resolution under subclause (1) or the Executive Director receives notice of the relevant request under subclause (2) .

Division 3 - Procedure of general meetings

12.   Notice of general meeting

(1)  The Executive Director is to give –

(a) at least 14 days' notice, in writing to each member, of a special general meeting of the Society; and

(b) at least 28 days' notice, in writing to each member, of an annual general meeting of the Society.

(2)  A notice of a general meeting referred to in subclause (1) is to state the business of the meeting.

13.   Quorum

(1)  The quorum at a general meeting is 20 full members.

(2)  A general meeting may only transact business if there is a quorum present at the meeting.

(3)  If 20 full members are not present at a general meeting within half an hour after the time appointed for the meeting, the meeting is to be adjourned to a day and time to be fixed by a majority of the full members present.

(4)  If a general meeting is adjourned under subclause (3) and 20 full members are not present at a general meeting within half an hour after the time to which the meeting is so adjourned, the meeting lapses.

14.   Adjournment

(1)  The Council may adjourn a general meeting to a future day.

(2)  The Executive Director is to –

(a) give at least 48 hours' notice in writing to each member of an adjournment of a general meeting under subclause (1) ; and

(b) state in such notice the business of the meeting to be adjourned under subclause (1) .

15.   Chairperson of general meeting

(1)  At a general meeting, the president of the Council, or in the president's absence the vice-president of the Council, is to act as chairperson of the meeting.

(2)  In the absence of the president and the vice-president of the Council at a general meeting, the full members present at the meeting are to choose a full member to act as chairperson of the meeting.

16.   Decisions

(1)  Unless otherwise specified in these by-laws, a decision of the Society at a general meeting is to be made by a majority vote of the full members present, personally or by proxy, at the meeting.

(2)  In any decision of the Society at a general meeting, the chairperson of the meeting is to have a casting vote only.

17.   Voting and proxies

(1)  At a general meeting of the Society –

(a) a full member may vote –

(i) in person; or

(ii) by proxy in accordance with subclause (2) ; and

(b) in accordance with clause 5(3)(c) , an associate member is not entitled to vote.

(2)  A proxy is to be –

(a) in writing in the form specified in Schedule 1 ; and

(b) sent to, and received by, the Executive Director before the general meeting at which the proxy is intended to be used.

(3)  Despite subclause (1)(a) , a full member may not vote by proxy on a question that directly affects, or relates to, that member personally.

(4)  Before the commencement of a general meeting, the Executive Director is to deliver each proxy intended to be used at the meeting to the chairperson of the meeting.

(5)  The chairperson is to announce, at a general meeting, each proxy to be used in a vote at the meeting.

(6)  For the avoidance of doubt, if a member votes by proxy at a general meeting, that vote is as valid as if it were made by the member in person at the meeting if the proxy is in accordance with this clause.

(7)  A full member is not to act by proxy for more than 5 other full members at any one general meeting.

(8)  A proxy, made in accordance with this clause, continues in force for the particular general meeting for which it was given and during any adjournment of that meeting.

18.   Disputes

If there is a dispute, doubt or difficulty about a matter of procedure or order in a general meeting, the chairperson's decision on that dispute, doubt or difficulty is final.

19.   Minutes of general meetings

(1)  The Executive Director is to maintain a record, in a format approved by the Council, of the minutes of the proceedings of each general meeting.

(2)  The chairperson is to confirm and sign the minutes at the next annual general meeting.

20.   Irregularities

(1)  If there is an irregularity in a proceeding of a general meeting, the proceeding is valid if –

(a) the irregularity occurs in –

(i) the holding of the meeting; or

(ii) an election taking place at the meeting; or

(iii) any other proceeding taking place at the meeting; and

(b) the irregularity is not objected to at the meeting.

(2)  If an irregularity in a proceeding at a general meeting is objected to at the meeting, the full members at the meeting must decide whether or not the objection is upheld.

(3)  A decision under subclause (2) is final.

PART 4 - The Council

Division 1 - Council members

21.   Members of the Council

(1)  The members of the Council consist of –

(a) 5 full members whose principal place of practice is in the northern region; and

(b) 3 full members whose principal place of practice is in the north-western region; and

(c) 8 full members whose principal place of practice is in the southern region.

(2)  A person holds the office of member of the Council if the person –

(a) is elected as such a member in accordance with Division 2 ; and

(b) is appointed as such a member in accordance with clause 10(2)(b) .

(3)  For the avoidance of doubt, nothing in these by-laws prevents a person from being elected, and appointed, as a member of the Council for one or more consecutive terms.

22.   Elected officers

(1)  At the first meeting of the Council after an annual general meeting of the Society, the president, vice-president and treasurer of the Council –

(a) are to be elected by the Council from within its own members; and

(b) continue in the office so elected until the election of their successors.

(2)  A person may not be re-elected as president of the Council if the person has held that office continuously for the immediately preceding 3 years.

23.   Resignation of office

(1)  A member of the Council may resign from the office of member by notice in writing to the Executive Director.

(2)  A resignation of a member under subclause (1) takes effect on –

(a) such day, date or event as is specified in the member's notice of resignation; or

(b) if no such day, date or event is so specified, on the Executive Director receiving the member's notice of resignation.

24.   Suspension of Council members

(1)  The Council may, by resolution, suspend a member of the Council if, in the opinion of the Council, the member of the Council –

(a) is reasonably likely to be found to have engaged in conduct that is, or is reasonably likely to be, detrimental to the reputation, standing, character, objects or interests of the Society or its members; or

(b) is reasonably likely to be found to have engaged in misconduct in connection with the performance or non-performance of any of the functions or duties of any office, or position, held by that person under the Act or under these by-laws; or

(c) fails or refuses, without reasonable excuse, to pay a fee, levy, or subscription that is due and payable by that member to the Society in connection with that person's membership of the Society.

(2)  Subject to subclauses (4) and (5) , the period of suspension of a member of the Council under subclause (1) (a) or (b) expires when the first of the following occurs:

(a) if a period of suspension is specified in the resolution of the Council that suspended the member, the completion of that period;

(b) 21 days after there is a determination made in respect of the conduct, or misconduct, that forms the basis of the suspension.

(3)  Subject to subclauses (4) and (5) , the period of suspension of a member of the Council under subclause (1) (c) expires when the first of the following occurs:

(a) if a period of suspension is specified in the resolution of the Council that suspended the member, the completion of that period;

(b) on the payment of the fee, levy or subscription which forms the basis of the suspension.

(4)  Despite subclauses (2) and (3) , the suspension of a member of the Council under this clause continues if –

(a) a notice of a motion to expel the member from the Society has been given to the member, in accordance with clause 8(2) , while the member is suspended under this clause; and

(b) the motion to expel has not been determined in accordance with clause 8 , or withdrawn, before the suspension of the member expires under subclause (2) or (3) .

(5)  Nothing in subclauses (2) and (3) prevent the Council –

(a) by resolution of the Council, from revoking the suspension of a member of the Council under this clause; and

(b) from suspending a member of the Council under this clause while the member is already suspended under this clause for another matter.

25.   Vacation of office

(1)  A member of the Council vacates the office of member if –

(a) the member ceases to be a member of the Society; or

(b) the member is bankrupt; or

(c) a majority of the Council is satisfied that the member is of unsound mind; or

(d) the member resigns in accordance with clause 23 ; or

(e) the member fails to attend 3 consecutive meetings of the Council without the permission of the Council; or

(f) the member is removed from the office of member in accordance with these by-laws; or

(g) the member is removed from the office of president, vice-president or treasurer of the Council in accordance with clause 26 .

(2)  If a casual vacancy occurs in the membership of the Council, the Council is to appoint a full member to that vacancy.

(3)  Subclause (2) does not apply to the Council if the vacancy in the membership of the Council occurs less than 30 days before an annual general meeting of the Society.

(4)  If a member is appointed to a casual vacancy in the membership of the Council under subclause (2)  –

(a) that member (the temporary appointee) holds office until the next annual general meeting of the Society; and

(b) at that annual general meeting –

(i) if the term of the member of the Council who vacated the office would have expired at that annual general meeting, an election for that office is to be held in accordance with Division 2 ; or

(ii) if the term of the member of the Council who vacated the office would not have expired at that annual general meeting, an election for that office is to be held in accordance with Division 2 to appoint a member to hold the office until the following annual general meeting.

26.   Removal of officers from office

(1)  At any general meeting of the Society, a resolution may be passed by the full members present at that meeting –

(a) that the member elected, under clause 22 , as president, vice-president or treasurer of the Council be removed –

(i) from that office; and

(ii) by virtue of clause 25(1)(g) , from the office of member of the Council; and

(b) if a member is removed from office under paragraph (a) , that another full member specified in the resolution be appointed to the now vacant office of member of the Council.

(2)  A resolution referred to in subclause (1)(a) is only made, at a general meeting, by the affirmative vote of at least two-thirds of the full members present at the meeting.

(3)  If a person is appointed to a vacant office of member of the Council by a resolution under subclause (1)(b) , the person holds that office for the remainder of the term for which the person, removed from that office in accordance with subclause (1)(a) , was appointed.

Division 2 - Nomination and election of Council members

27.   Nominations of Council members

(1)  At least 21 days before the day fixed for the annual meeting of a regional committee for a region, the secretary of the regional committee or the Executive Director, is to call for nominations of candidates, from the region, for election to the Council.

(2)  A nomination of a candidate under subclause (1) is to –

(a) be made by 2 full members, other than the member being nominated as candidate; and

(b) be in writing; and

(c) contain –

(i) the name and address of the candidate; and

(ii) the written consent, of the candidate, to the nomination; and

(d) be provided to the secretary, of the regional committee of the region in respect of which the candidate is being nominated, at least 10 days before the day fixed for the annual meeting of the regional committee where the nomination is to be considered.

28.   Election of Council members

(1)  If there are more nominations than the required number of candidates for a region, an election is to be conducted in the region by ballot, in accordance with this Division.

(2)  Subject to subclauses (3) , (4) and (5) , the Council may hold an election under subclause (1) in any form and manner that it considers reasonable, including electronically, if –

(a) at least 21 days before the election, the Council gives notice, to each full member who is eligible to vote in the election, of the manner in which the election is to be held; and

(b) the Council ensures that there is a means for each full member, who is eligible to vote in the election, to be able to so vote in a confidential manner, if the member chooses to vote and it is reasonably practicable to provide such a means.

(3)  If an election is held under subclause (1) in respect of a region, a full member may only vote in the election if the principal place of practice of the member is within that region.

(4)  The procedure of an election held under subclause (1) in respect of a region is as follows:

(a) the secretary of a regional committee, or the Executive Director, is to prepare and give to each full member who is eligible to vote in the election, a ballot paper containing the following:

(i) the names of the candidates nominated, in the election, in alphabetical format;

(ii) a box next to each candidate's name;

(iii) the number and nature of any office, on the regional committee, to be filled;

(iv) a statement of the requirement on the member to number the boxes in accordance with paragraph (c) ;

(v) the address to which the ballot paper is to be returned once filled by the member;

(vi) the day by which the ballot paper is to be returned, being the last business day in the region before the day fixed for the annual meeting of the regional committee;

(b) a ballot paper given to a full member under paragraph (a) is to be given to the member at least 7 days prior to the date fixed for that annual meeting of the relevant regional committee;

(c) a full member to whom the ballot paper is given under paragraph (a) is to –

(i) place at least one number in the box next to each candidate's name on the ballot paper; and

(ii) number each box on the ballot paper in the order of the member's preference of candidates; and

(iii) return the ballot paper to the address specified on the ballot paper.

(5)  A ballot paper under this clause has been validly completed if it contains at least one vote (being a first preference vote for one candidate).

(6)  At the annual meeting of a regional committee –

(a) the chairperson of the meeting is to state the names of each candidate nominated for election at the meeting; and

(b) if there are no more candidates than the required candidates, those candidates are declared to be councillors-elect; and

(c) if there are more candidates than the required number of candidates, one or more candidates may, before the election is determined in accordance with clause 30  –

(i) withdraw their nominations; or

(ii) have their nominations withdrawn by the nominators on the candidate's nomination, with the consent of the full members present at the meeting.

(7)  A councillor-elect declared under this Division is appointed as a member of the Council –

(a) at the next annual general meeting of the Society after the declaration is made; and

(b) except as specified in clause 25(4)(b)(ii) , for a term, of approximately two years, which expires on the day of the second annual general meeting of the Society held after the annual general meeting at which the councillor-elect is so appointed.

29.   Scrutineers in respect of election

(1)  If an election is to be determined, in accordance with clause 30 , at an annual meeting of a regional committee, the chairperson of the meeting is to appoint 2 scrutineers, from among the full members present at the meeting –

(a) to receive and examine the ballot papers for the election; and

(b) to provide a report of the result of the election to the meeting in accordance with clause 30(4)(a) .

(2)  A candidate for an election, or a person who has nominated such a candidate, may not be appointed as a scrutineer for the election.

(3)  If the scrutineers for an election do not agree as to the validity of a vote, or ballot paper, in the election, the chairperson of the meeting where the election is held is to give the final decision as to its validity.

30.   Determination of election of Council members

(1)  If there are more candidates than the required number of candidates for a region, the scrutineers appointed for the election under clause 29 are to count the first preference votes for each candidate in the election.

(2)  If, after counting the number of first preference votes in an election, there is a tie between 2 or more candidates for a position to be filled, the ballot papers containing a first preference vote for each of the tied candidates are to be put to one side, and the second preference votes of the remaining ballot papers are to be counted, and so on, until there is a result in respect of the election.

(3)  If, after counting all of the preference votes in an election, there remains a tie between 2 or more candidates –

(a) the successful candidate, or candidates, in the election is or are to be determined by the drawing of lots; and

(b) the procedure for the drawing of lots is to be determined by the chairperson of the meeting at which the election is held; and

(c) the scrutineers, appointed in respect of the election, are to oversee the drawing of lots; and

(d) the drawing of lots is to occur in the presence of the members in attendance at the relevant meeting.

(4)  After the determination of an election under this clause, the scrutineers for the election are to –

(a) provide a written report, in accordance with subclause (5) , of the result of the election to the meeting where the election is held; and

(b) destroy the ballot papers as soon as practicable after the period of 28 days, from the result of the election being reported under paragraph (a) , has ended.

(5)  A report of scrutineers under subclause (4) is to state, in respect of the election for which the scrutineers were appointed –

(a) the total number of ballot papers received; and

(b) the number of ballot papers rejected; and

(c) the total number of votes in favour of each candidate in the election.

(6)  The successful candidates, in an election determined under this clause, are declared to be councillors-elect.

Division 3 - Council meetings

31.   Council meetings

(1)  The Council may convene a meeting of the Council at any time.

(2)  The president, the vice-president or two or more other members of the Council, by notice in writing –

(a) may require the Executive Director to convene a special meeting of the Council; and

(b) is to specify the matter to be considered at that meeting.

(3)  The Executive Director is to convene a special meeting, requested under subclause (2) , by notice in writing to the members of the Council specifying the matter to be considered at that meeting.

(4)  If the Executive Director refuses or fails to convene a special meeting after being requested under subclause (2) , the person who made the request may convene a meeting of the Council.

(5)  A resolution of the Council in respect of a matter is valid, without being considered at a meeting of Council, as if it had been passed at such a meeting if –

(a) the matter is referred to all members of the Council by the president, or vice-president, of the Council; and

(b) a majority of members of the Council indicate to the president, or vice-president, of the Council that they are in favour of the resolution.

(6)  In the event of an equality of votes on a motion at a Council meeting, the motion is taken to be lost.

32.   Chairperson of Council meetings

(1)  At a meeting of the Council, the president of the Council, or in the president's absence the vice-president of the Council, is to act as chairperson of the meeting.

(2)  In the absence of the president and the vice-president of the Council at a meeting of the Council, the members of the Council present at the meeting are to choose such a member to act as chairperson of the meeting.

(3)  The chairperson of a meeting of the Council has, at that meeting, a deliberative vote only.

33.   Council minutes

(1)  The Executive Director is to maintain a minutes book of the minutes of the proceedings of each meeting of the Council.

(2)  Minutes of the proceedings of each meeting of the Council are to be taken by –

(a) the Executive Director; or

(b) in the absence of the Executive Director, a person appointed by the chairperson for the meeting.

(3)  After a meeting of the Council, the minutes for the meeting –

(a) are to be copied into the minutes book; and

(b) after confirmation that the minutes are true and correct, are to be signed by the chairperson at the next meeting of the Council.

34.   Attendance at Council meetings

(1)  The Executive Director is to prepare a list each year of those present at each meeting of the Council, showing how many times each person has attended those meetings during the past calendar year.

(2)  The Executive Director is to make the list available for inspection by the members between such hours, and in such a manner, as the Executive Director considers reasonable.

PART 5 - Executive Committee of the Council

Division 1 - Council members

35.   Executive committee of the Council

(1)  The executive committee of the Council consists of –

(a) the president of the Council; and

(b) the vice-president of the Council; and

(c) the treasurer of the Council; and

(d) such other members of the Council as may be appointed, to the executive committee, by the Council.

(2)  A term of a member of the executive committee –

(a) commences on the conclusion of the first meeting of the Council held after the annual general meeting of the Society at which the member was elected to the executive committee; and

(b) expires on the conclusion of the first meeting of the Council that is held after the next annual general meeting of the Society held after the annual general meeting referred to in paragraph (a) .

(3)  A member of the executive committee vacates that office if the member –

(a) resigns from that office, by notice in writing to the Executive Director; or

(b) dies; or

(c) ceases to be a member of the Council; or

(d) otherwise ceases to hold that office.

(4)  If the office of president, vice-president or treasurer of the Council becomes vacant during the term of the member holding the office, the Council may elect another full member of the Council to that vacant office for the remainder of that term.

(5)  If the office of a member of the executive committee, appointed by the Council in accordance with subclause (1)(d) , becomes vacant during the term of the member, the Council may appoint another full member of the Council to that vacant office for the remainder of that term.

(6)  If a member of the executive committee is suspended from his or her position as member of the council, or from his or her position as member of the Society, the Council –

(a) may appoint another full member of the Council to that vacant office for the duration of the suspension; and

(b) if the suspended member holds office of president, vice-president or treasurer of the Council, may appoint another member of the executive committee to that office for the duration of the suspension.

36.   Meetings of the executive committee

(1)  The president, or vice-president, of the Council may convene a meeting of the executive committee.

(2)  The quorum at any meeting of the executive committee is 3 members of that committee.

(3)  A question arising at a meeting of the executive committee is determined by a majority of votes of the members of that committee present and voting.

(4)  A resolution of the executive committee in respect of a matter is valid, without being considered at a meeting of the executive committee, as if it had been passed at such a meeting if –

(a) the matter is referred to all members of the executive committee by the president, or vice-president, of the Council; and

(b) a majority of members of the executive committee indicate to the president, or vice-president, of the Council that they are in favour of the resolution.

(5)  In the event of an equality of votes, on a motion at a meeting of the executive committee, the motion is taken to be lost.

37.   Chairperson of executive committee meetings

(1)  At a meeting of the executive committee, the president of the Council, or in the president's absence the vice-president of the Council, is to act as chairperson of the meeting.

(2)  In the absence of the president and the vice-president of the Council at a meeting of the executive committee, the members of that committee present at the meeting are to choose a member present to act as chairperson of the meeting.

(3)  The chairperson of a meeting of the executive committee has, at that meeting, a deliberative vote only.

PART 6 - Regional Committees

38.   Regional committees

(1)  The following regional committees are established:

(a) for the southern region, the Southern Regional Committee;

(b) for the northern region, the Northern Regional Committee;

(c) for the north-western region, the North-Western Regional Committee.

(2)  The membership of a regional committee, established by subclause (1) , is made up of each full member whose principal place of practice is in the region in respect of which the committee is so established.

39.   Annual meetings of regional committees

(1)  Each regional committee is to hold an annual meeting for the purpose of electing, in accordance with Division 2 of Part 4 , the members of the Council for the region, in respect of which the regional committee is established under clause 21(1) .

(2)  The Executive Director is to ensure that –

(a) in each calendar year, the annual meeting of a regional committee is held at least 7 days before the annual general meeting of the Society to be held in that year; and

(b) each member of a regional committee is given at least 28 days' notice of the annual meeting for the committee.

PART 7 - Finance

40.   Duties of the treasurer

(1)  The treasurer of the Council must –

(a) meet with the Executive Director, or the auditor appointed in respect of the Society or such staff of the society as are necessary, in order to review –

(i) the financial statements and accounting policies of the Society; and

(ii) the assets and liabilities of the Society; and

(iii) an audit performed in respect of the Society; and

(b) as requested by the Council, report to the Council on –

(i) the financial statements and accounting policies of the Society; and

(ii) the assets and liabilities of the Society; and

(iii) the current financial position of the Society as a whole; and

(iv) an audit performed in respect of the Society; and

(c) as requested by the Council, report to and advise the Council on the policies, procedures and financial management practices of the Society; and

(d) assist the Council in discharging its corporate governance responsibilities including, but not limited to, advising the Council on –

(i) the finances of the Society; and

(ii) the financial reporting requirements for the Society; and

(iii) the actions necessary for the Society to comply with all relevant legislation, standards and best practice guidelines and principles that relate to the finances, audits and investments of, and financial risk to, the Society; and

(iv) the investments and assets of the Society.

(2)  Without limiting the powers of the Council, the Council may authorise the treasurer of the Council to –

(a) exercise the powers of the Council, as specified in the authorisation, in relation to the finances, assets and liabilities of the Society; and

(b) perform the functions of the Council, as specified in the authorisation, in relation to the finances, assets and liabilities of the Society.

41.   Financial transactions of the Society

(1)  An electronic funds transfer of more than $2 000 from the Society's bank account must be authorised by –

(a) at least two members of the executive committee; or

(b) a member of the executive committee and the Executive Director.

(2)  A cheque drawn on the Society's bank account must be signed by –

(a) at least two members of the executive committee; or

(b) a member of the executive committee and the Executive Director.

42.   Auditors

(1)  The Council is to appoint an auditor in respect of the finances of the Society.

(2)  An auditor appointed under subclause (1) holds that office, unless it is sooner vacated, until –

(a) the close of the annual general meeting of the Society next after the auditor's appointment; or

(b) if the auditor's successor has not been appointed at the time of that meeting, the appointment of that successor; or

(c) the auditor dies; or

(d) the auditor resigns from the office by written notice to the Executive Director; or

(e) the Council passes a resolution that it believes, on reasonable grounds, that the auditor is no longer fit, or able, to act as auditor in respect of the finances of the Society.

(3)  If the Council passes a resolution, in accordance with subclause (2)(e) , in respect of an auditor appointed under subclause (1)  –

(a) that appointment ceases on the passing of that resolution; and

(b) the Executive Director is to notify the former auditor of the passing of the resolution.

43.   Financial accounts

(1)  The Council must –

(a) cause correct financial accounts to be kept of –

(i) the income and expenditure of the Society; and

(ii) the property, assets and liabilities of the Society; and

(b) cause those financial accounts to be audited by the auditors at the end of each financial year.

(2)  The treasurer must submit, to the next annual general meeting of the Society that occurs after an audit, the financial accounts audited in accordance with subclause (1)(b) for approval by the full members present, in person or by proxy, at the meeting.

PART 8 - Miscellaneous

44.   Seal

The common seal of the Society may only be affixed –

(a) by a resolution of the Council; and

(b) in the presence of –

(i) at least 2 members of the Council; or

(ii) a member of the Council and the Executive Director.

45.   Service of notices

(1)  If a notice is required to be given to a member under these by-laws, the notice is given to the member if the notice is sent –

(a) by email to the email address recorded in respect of the member in the register of members; or

(b) by prepaid mail to the mailing address recorded in respect of the member in the register of members.

(2)  For the purpose of these by-laws, a notice given to a member in accordance with subclause (1) is taken to have been received by the member –

(a) if the notice is given in accordance with subclause (1) (a), on the day on which the email was sent to the member under that subclause; or

(b) if the notice is given in accordance with subclause (1) (b), on the third business day after the day on which the notice is sent to the member under that subclause.

SCHEDULE 1 - Form of Proxy

Clause 17

These by-laws were made at a meeting of the Council of the Law Society of Tasmania held on 29 November 2022.

The common seal of the Council of the Law Society of Tasmania was affixed on 19 January 2023, in the presence of –

Luke Taylor

Council member

Dinesh Loganathan

Council member

Luke Rheinberger

Executive Director

Displayed and numbered in accordance with the Rules Publication Act 1953.

Notified in the Gazette on 25 January 2023

These by-laws are administered in the Department of Justice.