# Constitution of UQ Mechatronics and Robotics Society This revision of the constitution is enacted and valid on this 7th day of October in the year 2025. --- ## 1 INTERPRETATION 1.1 Within this document, the following definitions shall be used: * "The Association" shall refer to the organisation to which this constitution applies. * "The University" shall refer to the University of Queensland. * "The Union" shall refer to the University of Queensland Union. * "Executive Team" shall refer to the team of members responsible for the administration and running of the club. * "Executive" shall refer to any elected or appointed member of the Executive Team. * "T3 Officers" shall refer to those Executives in the 'top 3' positions of the Executive Team (president, treasurer and secretary). * "Association Member" shall refer to an individual belonging to the community of The Association who is eligible to vote on matters at General Meetings. * "Financial Member" shall refer to an Association Member who is also required to pay a membership fee. * "Calendar Year" shall refer to the period of time that runs from January 1 through to December 31. 1.2 The Executive Team shall maintain a set of Regulations which provide additional interpretation to this Constitution without contradicting any rules set out by this Constitution. 1.3 Such Regulations shall: * be maintained and kept in the same location as this Constitution * be provided to members under the same provisions as this Constitution * be subject to alteration in the same capacity as this Constitution * additionally be subject to alteration at a quorate meeting of the Executive Team instead of a General Meeting where all other requirements set out for alterations to this Constitution are met ## 2 NAME 2.1 The Association shall be called the "UQ Mechatronics and Robotics Society Inc.", otherwise abbreviated to "UQ MARS". 2.2 The Association is an incorporated association, recognised by the Queensland Office of Fair Trading under the Associations Incorporation Act 1981. 2.3 The Association shall be an associated body of the The Union in the category of Faculty/Departmental. ## 3 AIMS & OBJECTIVES 3.1 The aims of The Association are: * to bring members of The University community interested in or studying mechatronics and robotics together to form a dedicated society * to provide a relaxed club and environment where students who have no experience will be provided resources and the expertise of more experience, giving them the ability to build their own mechatronic systems * to provide a centralised group for enthusiasts who may wish to compete on behalf of The University at higher level robotics competitions 3.2 Non-Profit Clause: The assets and income of The Association shall be applied solely in furtherance of its abovementioned objects and no portion shall be distributed directly or indirectly to the members of The Association except as bona fide compensation for services rendered or expenses incurred on behalf of The Association. ## 4 MEMBERSHIP 4.1 Association Membership is open to: * any student of The University * any academic staff member of The University * any other members of The University or wider community interested in The Association's activities 4.2 The Association shall have not less than thirty (30) Financial Members to remain a subsidised club. 4.3 At least 70% of The Association's Financial Members must be students. 4.4 The Association shall not adopt aims or objectives, which would bring it under the jurisdiction of the University of Queensland Sports Association (UQ Sport). ## 5 MEMBERSHIP FEES 5.1 The membership fees shall be such sum, as the Executive Team shall from time to time at any meeting of the Executive Team so determine, but shall not be less than two (2) dollars per Financial Member per annum. 5.2 The membership fees shall be payable upon joining The Association. ## 6 TERMINATION OF MEMBERSHIP 6.1 An Association Member may resign from The Association at any time by giving notice in writing to the secretary. 6.2 Such resignation shall take effect at the time such notice is received by the secretary unless a later date is specified in the notice when it shall take effect on that later date. 6.3 If an Association Member - * fails to comply with any of the provisions of these rules * has membership fees in arrears * conducts themself in a manner considered to be injurious or prejudicial to the character or interests of The Association, the Executive Team shall consider whether the Association Member's membership shall be terminated. 6.4 The Association Member concerned shall be given a full and fair opportunity of presenting the Association Member's case and if the Executive Team resolves to terminate the membership it shall instruct the secretary to advise the member in writing accordingly. ## 7 REGISTRY OF MEMBERS 7.1 The Executive Team shall keep a registry in which shall be entered the name and student number of all Association Members and the dates of their admission. 7.2 Particulars shall also be entered into the registry of resignations, terminations and reinstatement of membership and any further particulars as the Executive Team or the Association Members at any general meeting may require from time to time. 7.3 The registry shall be open for inspection at all reasonable times by any Association Member who previously applies to the secretary for such inspection and a copy provided for the Clubs and Societies Administration Officer each semester. ## 8 MEMBERSHIP OF EXECUTIVE TEAM 8.1 The Executive Team of The Association shall consist of the T3 Officers, all of whom shall be Financial Members, and such number of other Financial Members as the Members at any general meeting may from time to time elect, provided it meets the requirements imposed by 8.4 and 8.5. All the aforestated office bearers must be members of The Union. Membership of the Executive Team shall not be restricted other than by being a member of The Union and a Financial Member. 8.2 At the annual general meeting of The Association, all Executives for the time being shall retire from office, but shall be eligible upon nomination for re-election. 8.3 The election of T3 Officers and other Executives shall take place in the following manner – * any two (2) Association Members shall be at liberty to nominate any Association Member to serve as an Executive. * the nomination, which shall clearly identify the Association Member, the Association Member's proposer (if different to the Association Member), and seconder, shall be lodged with the secretary at least one (1) hour before the general meeting at which the election is to take place. * at the commencement of such meeting, nominations may be taken from those present provided that they are seconded by someone else in attendance. * any informality or irregularity in the elections must be brought to the attention of the Clubs and Societies Administration Officer within fourteen (14) days of the elections. * in the case of a secret ballot, the assembly will select a returning officer, who cannot be nominated for membership of the Executive Team and who shall be responsible for ensuring the orderly running of elections. 8.4 There shall at no time be less than three (3) Executives (the T3 Officers), and no more than $\min{\left(Q, \left\lfloor \sqrt{\frac{69}{42}n} \right\rfloor\right)}$ Executives where $Q$ and $n$ represent the quorum and number of Financial Members of The Association as of the beginning of the latest Annual General Meeting (including the one in session, should this be the case). 8.5 A person who has been a member for 3 years or more in total may not be nominated or elected as a member of the Executive Team. ## 9 RESIGNATION OR REMOVAL FROM OFFICE OF EXECUTIVE 9.1 Any Executive may resign from membership of the Executive Team at any time by giving notice in writing to the secretary but such resignation shall take effect at the time such notice is received by the secretary unless a later date is specified in the notice when it shall take effect on that later date. 9.2 In the event that the resigning Executive is a T3 Officer, the secretary will be required to call a general meeting to be held within twenty-eight (28) days of receiving the resignation. In this case, the Executive shall hold their role until a replacement is elected at the general meeting. 9.3 Any Executive may be removed from office at a general meeting of The Association where that Executive shall be given the opportunity to fully present the Executive's case. 9.4 Should any Executive, other than the T3 Officers, fail to attend at least three (3) consecutive meetings of the Executive Team, they may be removed from office at the next meeting of the Executive Team where that Executive shall be given the opportunity to fully present their case. In the event that they are removed under this clause, a notice must be sent to all current Association Members advising of the decision. 9.5 The question of removal shall be determined by a vote of 60% majority of the members present at such a meeting and must be endorsed by the Clubs and Societies committee. 9.6 There is no right of appeal against an Executive's removal from office under this section. ## 10 VACANCIES ON EXECUTIVE TEAM 10.1 The Executive Team shall have power at any time to appoint any Financial Member to fill any position on the Executive Team, other than the T3 Officers, until the next annual general meeting, provided that their appointment abides by the restrictions imposed in 8.4. 10.2 Should there be a vacancy in the position of one of the T3 Officers, another Executive can be appointed to fill the position until the next general meeting, creating a vacancy in their initial role. In the event that the Executive Team contains no Executives who are not T3 Officers, and only then, can the club appoint any Financial Member to fill this position until the next general meeting. 10.3 Any such appointments shall be approved by all T3 Officers and determined by a vote of 75% majority of the Executives present at a quorate meeting of the Executive Team (per 12.5). 10.4 The continuing Executives may act notwithstanding any casual vacancy in the Executive Team, however if their number is reduced below the number fixed as is necessary for quorum of the Executive Team, the continuing Executives may act for the purpose of increasing the number of Executives to that number required to achieve quorum or by summoning a general meeting of The Association, but for no other purpose. ## 11 FUNCTIONS OF THE EXECUTIVE TEAM 11.1 Except as otherwise provided by these rules and subject to resolutions of the Association Members carried at any general meeting the Executive Team - * shall have the general control and management of the administration of the affairs and funds of The Association * shall have authority to interpret the meaning of these rules and any matter relating to The Association on which these rules are silent. 11.2 The Executive Team may exercise all the power of The Association * to raise or secure the payment of money in such manner as the Association Members may think fit and secure the payment or performance of any debt, liability or other engagement incurred or to be entered into by The Association in any way. 11.3 The Executive Team will take full responsibility for all publications produced by The Association or by any Association Members. ## 12 MEETINGS OF EXECUTIVE TEAM 12.1 The Executive Team shall meet at least once every two (2) calendar months to exercise its functions. 12.2 The Executive Team shall be called by the secretary with a minimum of seven (7) days notice. 12.3 The secretary and/or their nominee for the meeting must keep an accurate record of resolutions passed at all Executive Team meetings. 12.4 A special meeting of the Executive Team shall be convened by the Secretary on the requisition in writing signed by not less than one-third (1/3) of the Executives, which requisition shall clearly state the reasons why such special meeting is being convened and the nature of the business to be transacted thereat. 12.5 At every meeting of the Executive Team a simple majority of more than 50% of Executives elected and/or appointed as at the close of the last meeting of the Executive Team or General Meeting, shall constitute a quorum. 12.6 Subject as previously provided in this section, the Executive Team may meet together and regulate its proceedings as it thinks fit. 12.7 However, questions arising at any meeting of the Executive Team shall be decided by a majority of votes and, in the case of equality of votes, the question shall be deemed to be decided in the negative. 12.8 An Executive shall not vote in respect of any matter in which the Executive is financially interested, or any matter arising thereout, and if the Executive does so vote the Executive's vote shall not be counted. 12.9 Not less than fourteen (14) days notice shall be given by the secretary to Executives of any special meeting of the Executive Team. 12.10 Such notice shall clearly state the nature of the business to be discussed thereat. 12.11 The president shall preside as chairperson at every meeting of the Executive Team, or if there is no president, or if at any meeting the president is not present within ten (10) minutes after the time appointed for holding the meeting, another T3 Officer shall be chosen to be chairperson or if none of the T3 Officers are present at the meeting then the meeting shall lapse. 12.12 If within thirty (30) minutes from the time appointed for the commencement of a meeting of the Executive Team a quorum is not present, the meeting, if convened upon the requisition of Executives, shall lapse. 12.13 In any other case it shall stand adjourned to the same day in the next week at the same time and place or to such other day and at such other time and place as the Executive Team may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the meeting shall lapse. ## 13 DELEGATION OF POWERS OF EXECUTIVE TEAM 13.1 The Executive Team may delegate any of its powers to a subcommittee consisting of such Association Members as the Executive Team thinks fit. 13.2 Any subcommittee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the Executive Team. 13.3 All subcommittee members shall be included in meetings of the Executive Team, although their presence shall not contribute towards quorum nor shall they contribute towards any votes. 13.4 A subcommittee may also hold their own meetings, for which they may elect a chairperson. 13.5 If no such chairperson is elected, or if at any meeting the chairperson is not present within ten (10) minutes after the time appointed for holding the meeting, the members present may choose one (1) of their number to be chairperson of the meeting. 13.6 A subcommittee may meet and adjourn, as it thinks proper. 13.7 Questions arising at any meeting shall be determined by a majority of votes of the members present and, in the case of an equality of votes, the question shall be deemed to be decided in the negative. ## 14 RESOLUTIONS OF EXECUTIVE TEAM WITHOUT MEETING 14.1 A flying minute signed by all Executives shall be as valid and effectual as if it had been passed at a meeting of the Executive Team duly convened and held. 14.2 Any such resolution may consist of several documents in like form, each signed by one (1) or more Executives. ## 15 FIRST ANNUAL GENERAL MEETING 15.1 The first annual general meeting must be held within twelve (12) months after the day The Association is fully affiliated. ## 16 SUBSEQUENT ANNUAL GENERAL MEETINGS 16.1 Each subsequent annual general meeting must be held - * at least once each year * within three (3) months after the end of The Association's previous financial year. 16.2 The annual general meeting will be held before the end of the month of October each year. ## 17 BUSINESS TO BE TRANSACTED AT ANNUAL GENERAL MEETING 17.1 The following business must be transacted at every annual general meeting – * the receiving of the statement of income and expenditure, assets and liabilities for the last financial year prepared by the treasurer * the receiving of reports from the president and the secretary * the receiving of the auditor's report on the financial affairs of The Association for the last financial year * the presenting of the audited statement to the meeting for adoption * the election of Executives * the appointment of an auditor who shall be the nominee of The Union for Club/Societies or an independent auditor who must be a member of the Institute of Chartered Accountants in Australia or the Australian Association of Accountants or a successor to either of these bodies 17.2 The minutes of the annual general meeting shall be submitted to the The Union's Clubs and Societies Administration Officer within seven (7) days of the annual general meeting 17.3 Where there is a tied vote, the issue will be deemed to have been resolved in the negative. ## 18 SPECIAL GENERAL MEETING 18.1 The secretary shall convene a special general meeting by sending out notice of the meeting within fourteen (14) days of: * being directed to do so by the Executive Team * being given a requisition in writing signed by not less than one-third (1/3) of the members presently on the Executive Team or from Association Members not less than double the number of members presently on the Executive Team plus one (1) * being given a notice in writing of an intention to appeal against the decision of the Executive Team to reject an application for membership or to terminate the membership of any person 18.2 A requisition mentioned in subsection 18.1 shall clearly state the reasons why such special general meeting is being convened and the nature of the business to be transacted thereat. ## 19 QUORUM AT GENERAL MEETING 19.1 At any general meeting the number of Association Members required to constitute a quorum shall be equal to $\left\lceil\min{\left(0.15n + 1, \frac{\pi}{e-1}\sqrt{n}\right)}\right\rceil$, where $n$ is the number of current Financial Members, $\pi\approx3.1415...$ is the circle constant, and $e\approx2.718...$ is Euler's number. ## 20 NOTICE OF GENERAL MEETING 20.1 The secretary shall convene at least one general meeting of The Association per financial year by giving not less than fourteen (14) days notice of any such meeting to the Association Members. 20.2 The manner by which such notice shall be given shall be determined by the Executive Team. 20.3 Notice of a general meeting shall clearly state the nature of the business to be discussed thereat. ## 21 PROCEDURE AT GENERAL MEETING 21.1 Unless otherwise provided by these rules, at every general meeting – * the president shall preside as chairperson, or if there is no president, or if the president is not present within thirty (30) minutes after the time appointed for the holding of the meeting or is unwilling to act, another T3 Officer shall be chosen as chairperson or if none of the T3 Officers are present or willing to act then the Association Members present shall elect one (1) of their number to be chairperson of the meeting * the chairperson shall maintain order and conduct the meeting in a proper and orderly manner * every question, matter or resolution shall be decided by a majority of votes of the Association Members present * every resolution must be minuted. ## 22 ALTERATION OF RULES 22.1 These rules may be amended or added to from time to time by a special resolution carried at any general meeting. 22.2 However any amendment or addition is valid only if it is registered by the president and approved by the Clubs and Societies committee. 22.3 A special resolution is passed at a meeting if – * of the Association Members who vote in person or (if proxies are allowed) by proxy at a meeting, not less than three quarters (3/4) vote in favour of the resolution; and * any additional requirements of the constitution relating to the passing of a special resolution have been met. 22.4 A resolution is not to be considered to have been passed as a special resolution under sub-section (2) unless not less than fourteen (14) days notice has been given in accordance with the rules to all Association Members specifying the intention to propose the resolution as a special resolution. 22.5 At any meeting at which a special resolution is submitted, a declaration by the chairperson that the resolution has been carried is conclusive proof of the fact unless a poll is demanded. ## 23 FUNDS AND ACCOUNTS 23.1 The funds of The Association must be kept in the name of The Association in the banking branch delegated by The Union. The Association shall operate one (1) account only. Exceptions to this can only occur with the specific approval of the Clubs and Societies committee. 23.2 Proper books and accounts shall be kept and maintained either in digital, written or printed form in the English language showing correctly the financial affairs of The Association and the particulars usually shown in books of a like nature. 23.3 All monies shall be deposited in total as soon as practicable after receipt thereof. 23.4 All amounts shall be paid by bank transfer signed by any two (2) of the T3 Officers, or other member authorised from time to time by the Executive Team and/or the Clubs and Societies Administration Officer. 23.6 The Executive Team shall determine the amount of petty cash which shall be kept. 23.7 All expenditure shall be approved or ratified at a meeting of the Executive Team. 23.8 As soon as practicable after the end of each financial year the treasurer shall cause to be prepared a statement containing the particulars of - * the income and expenditure for the financial year just ended * the assets and liabilities at the close of that year. 23.9 The accounts of The Association must be audited one (1) month prior to the annual general meeting. 23.10 The auditor must examine the statement prepared by the treasurer and present a report on it to the secretary before the next annual general meeting following the financial year for which the audit was made. 23.11 The income and property of The Association must be used solely in promoting The Association's objectives and exercising The Association's powers. ## 24 DISSOLUTION CLAUSE 24.1 In the event of The Association being dissolved, the amount that remains after such dissolution and the satisfaction of all debts and liabilities shall be transferred to any association with similar purposes which is not carried on for the profit for gain of its individual members. ## 25 ACQUISITION CLAUSE 25.1 In the event that The Association is ever acquired by or enters into a subsidiary affiliation agreement with another Club/Society, this shall occur for an up-front cost no less than one hundred thousand (100,000) Australian dollars to be channelled to be used in-line with the purpose of The Association. 25.2 From the date that such acquisition / agreement is finalised, the name of The Association shall be changed to the "UQ Robotics and Technology Society", otherwise abbreviated to "UQ RATS" for a period no less than three (3) years. ## 26 DOCUMENTS 26.1 The Executive Team shall provide for the safe custody of books, documents, instruments of title and securities of The Association. 26.2 The financial year of The Association shall close on 31 August in each year. ## 27 LIFE MEMBERSHIP 27.1 The honorary title of Life Member may be presented to former Executives via special resolution at a general meeting of The Association. This title is intended to honour those that have made significant contributions to The Association and have since remained close to it. 27.2 Such resolution is bound by the same rules as are outlined for special resolutions in section 22 regarding the alteration of rules. 27.3 In order to be voted in as a Life Member, the individual must meet all of the following: * Must have previously been an Executive * Must not have been an Executive within the past two (2) calendar years 27.4 Life Members shall for all purposes be considered Association Members, but not Financial Members.