mwcci

MWCCI Constitution – 16th June 2010

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CONSTITUTION FOR MID WEST CHAMBER OF COMMERCE & INDUSTRY (Inc)

Updated 16th  June 2010

1. Name of Association …………………………………………………………………. 2

2. Definitions ………………………………………………………………………………… 2

3. Objects of Association ……………………………………………………………… 2

4. Powers of Association ………………………………………………………………. 3

5. Qualifications for Membership of Association …………………………… 3

6. Register of Members of Association ………………………………………….. 4

7. Subscriptions of Members of Association …………………………………. 4

8. Resignation of Members of Association ……………………………………. 4

9. Expulsion of Members of Association ……………………………………….. 4

10. Executive Committee inc terms …………………………………………………. 5

11. President ………………………………………………………………………………….. 7

12. Chief Executive Officer ……………………………………………………………… 7

13. Treasurer ………………………………………………………………………………….. 8

14. Casual Vacancies in Membership of Committee ………………………… 8

15. Proceedings of Committee ………………………………………………………… 9

16. General Meetings …………………………………………………………………….10

17. Quorum & Proceedings at General Meetings …………………………….11

18. Minutes o Meetings of Association ………………………………………….12

19. Voting Rights of Members of Association …………………………………12

20. Proxies of Members of Association ………………………………………….13

21. Rules of Association ………………………………………………………………..13

22. Common Seal of Association …………………………………………………..13

23. Inspection of Records of Association ……………………………………….14

24. Distribution of surplus Property on Winding up of Association …14

25. Auditors Report ……………………………………………………………………….14

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Name of Association

1. The name of the association is Mid West Chamber of Commerce & Industry (Incorporated).

Definitions

2. In these rules, unless the contrary intention appears:

“Committee meeting” means meeting referred to in sub rule 15 (1);

“Committee member” means person referred to in sub rule 10 (1) (a), (b), (c), (d), (e) or (f);

“financial year” means each period from 1 April in one year to 31 March in the following year;

“general meeting” means meeting convened under rule 16;

“member” means member of the Association;

“ordinary resolution” means resolution other than a special resolution;

“person” includes a natural person, company, firm or other legal entity;

“special resolution” has the meaning given by section 24 of the Act;
, that is-
A resolution is a special resolution if it is passed by a majority of not less than three-fourths of the members of the association who are entitled under the rules of the association to vote and vote in person or, where proxies or postal votes are allowed by the rules of the association by proxy or postal vote, at a general meeting of which notice specifying the intention to propose the resolution as a special resolution was given in accordance with those rules.

At a meeting at which a resolution proposed as a special resolution is submitted, a declaration by the person presiding that the resolution has been passed as a special resolution shall be evidence of the fact unless, during the meeting at which the resolution is submitted, a poll is demanded in accordance with the rules of the Association or, if the rules do not make provision as to the manner in which a poll may be demanded, by at least 3 members of the association present in person or, where proxies are allowed, by proxy.

If a poll is held, a declaration by the person presiding as to the result of a poll is evidence of the matter so declared

“the Act” means the Associations Incorporation Act 1987;

“the Chief Executive Officer” means the Chief Executive Officer referred to in rule 12 (1 );

“the Association” means the Association referred to in rule 1;

“the President” means:

(1) in relation to the proceedings at a Committee meeting or general meeting, the person presiding at the Committee meeting or general meeting in accordance with rule 11; or

(2) otherwise than in relation to the proceedings referred to in paragraph (1) above, the person referred to in sub rule 10 (1) (a) or, if that person is unable to perform his or her functions, the Vice-President;

“the Committee” means the Executive Committee of the Association referred to in sub rule 10 (1);

“the Treasurer” means the Treasurer referred to in sub rule 10 (1) (c);

“the Vice-President” means the Vice-President referred to in sub rule 10 (1) (b).

Objects of the Association

3. (1) The objects of the Association are to:

(a) Develop, promote and protect the interests of trade, commerce and industry in the Mid West of Western Australia;

(b) Provide opportunities for Mid West businesses to pursue common goals and communicate with
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each other;

(c) Promote high standards of education and training in the Midwest and awareness within educational and training institutions in the business sector;

(d) Communicate, work with, lobby and develop strategic partnerships with other bodies and people to achieve those objects; and

(2) The property and income of the Association shall be applied solely towards the promotion of the objects of the Association and no part of that property or income may be paid or otherwise distributed, directly or indirectly, to members, except in good faith in the promotion of those objects.

Powers of Association

4. The powers conferred on the Association by section 13 of the Act are subject to the following additions, exclusions or modifications:

the Association may borrow and raise money by way of loans, overdrafts, commercial bills and other facilities, and secure them by mortgages, charges, guarantees, indemnities and/or other securities over all or any of the property of the Association and liquidate, redeem or payoff such obligations and securities.

Qualifications for Membership of the Association

5. (1) Membership of the Association is open to any natural person, company, firm or other legal entity directly or indirectly. engaged in business in the Mid West of Western Australia or wishing to pursue the Association’s objects.

(2) A person who wishes to become a member shall:

(a) apply for membership to the Committee in writing signed by that person in such form as the Committee from time to time directs;

(b) pay the amount of the subscription determined under sub rules (7) and 7(1) for the year in which or for which that person applies for membership; and

(c) agree to be bound by the rules and decisions of the Association as amended from time to time, subject to the rights of appeal contained in these rules.

(3) The Committee members shall consider each application made under sub rule (2) at a Committee meeting and shall at the Committee meeting or a subsequent Committee meeting accept or reject that application.

(4) After a nomination by the Committee, the Association may by ordinary resolution at a general meeting elect any person it considers has rendered outstanding service to the Association and deserves such membership to be a Life Member of the Association.

(5) The Committee may appoint any person an Honorary Member of the Association for such period and on such terms as it chooses.

(6) Sub rule (2) and rule 7 do not apply to Life Members (who are not required to pay any subscription) or (except to the extent specified by the Committee) to Honorary Members.

(7) Subject to this rule, the Committee may determine different classes of membership to which different

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conditions and/or membership fees shall apply.

Register of Members of Association

6. (1) The Chief Executive Officer shall on behalf of the Association keep and maintain the register of members in accordance with section 27 of the Act and that register shall be so kept and maintained at the office of the Association.

(2) The Chief Executive Officer shall cause the name of a person who dies or who ceases to be a member under rule 7 (3), 8 (1) or 9 to be deleted from the register of members referred to in sub rule (1).

Subscriptions of Members of Association

7. (1) The Committee shall from time to time determine the amount of the subscription to be paid by each member.

(2) Each member shall pay to the Association, annually on or before 1 July or such other date as the Committee from time to time determines, the amount of the subscription determined under sub rules (1) and 5(7).

(3) Subject to sub rule (4), a member whose subscription is not paid within 3 months after the relevant date fixed by or under sub rule (2) ceases on the expiry of that period to be a member, unless the Committee decides otherwise.

(4) A member is a financial member for the purposes of these rules if its subscription is paid on or before the relevant date fixed by or under sub rule (2) or within 3 months thereafter.

Resignation of Members of Association

8. (1) A member who delivers notice in writing of its resignation from the Association to the Chief Executive Officer or a Committee member ceases on that delivery to be a member.

(2) A person who ceases to be a member under sub rule (1) remains liable to pay to the Association the amount of any subscription due and payable by that person to the Association but unpaid at the date of that cessation.

Expulsion of Members of Association

9. (1) If the Committee considers that a member should be expelled from membership of the Association because of its conduct detrimental to the interests of the Association, the Committee shall communicate, either orally or in writing, to the member:

(a) notice of the proposed expulsion and of the time, date and place of the Committee meeting at which the question of that expulsion will be decided; and

(b) particulars of that conduct,

not less than 21 days before the date of the Committee meeting referred to in paragraph (a).

(2) At the Committee meeting referred to in a notice communicated under sub rule (1), the Committee may, having afforded the member concerned a reasonable opportunity to be heard by, or to make representations in writing to, the Committee, expel or decline to expel that member from membership

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of the Association and shall, forthwith after deciding whether or not so to expel that member, communicate that decision in writing to that member.

(3) Subject to sub rule (5), a member who is expelled under sub rule (2) from membership of the Association ceases to be a member 14 days after the day on which the decision so to expel it is communicated to it under sub rule (2).

(4) A member who is expelled under sub rule (2) from membership of the Association shall, if it wishes to appeal against that expulsion, give notice to the Chief Executive Officer of its intention to do so within the period of 14 days referred to in sub rule (3).

(5) When notice is given under sub rule (4):

(a) the Association in a general meeting may, after having afforded the member who gave that notice a reasonable opportunity to be heard by, or to make representations in writing to, the Association in the general meeting, confirm or set aside the decision of the Committee to expel that member; and

(b) the member who gave that notice does not cease to be a member unless and until the decision of the Committee to expel it is confirmed under this sub rule.

(6) Notwithstanding the above provisions of this rule, a member who is or becomes unable to pay its debts as they fall due or enters voluntary or involuntary liquidation, receivership, administration or bankruptcy under any law, ceases to be a member immediately when any of those events occurs.

Executive Committee

10. (1) The Committee will consist of the following:

(a) a President

(b) a Vice-President;

(c) a Treasurer;

(d) the immediate past president;

(e) 2 persons representing Small and Medium Enterprise

(f) 2 persons representing Government and Not for profit;

(g) 2 persons representing the Retail Sector

(h) 2 persons representing Service Industries

(i) 2 persons representing Manufacturing, Engineering, Construction and Resource.

All of whom shall be members of the Association or natural persons who are employees or officers of a member

and all of whom, except the immediate past president and any person so co-opted, shall be elected to

membership of that Committee for a period of two (2) years at an annual general meeting or appointed under

sub rule (8).

(2) Prior to the election of Committee members at the first annual general meeting to be held after the incorporation of the Association under the Act, a ballot will be held to choose –

(a) if the Committee consists of an even number of members, half of that number; or

(b) if the Committee consists of an odd number of members, the number of members nearest to, and exceeding, half of that odd number, who will cease to be Committee members, but will be eligible for
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re-election to membership of the Committee.

(3) Subject to sub-rules (2) (8) and (10), a Committee member’s term will be from his or her election at an annual general meeting until the election of Committee members at the second annual general meeting after his or her election.

(4) A person is not eligible for election to membership of the Committee unless a member has nominated him or her for election by delivering notice in writing of that nomination, signed by:

(a) the nominator; and

(b) the nominee to, signify his or her willingness to stand for election,

to the Chief Executive Officer not less than 7 days before the day on which the annual general meeting concerned is to be held.

(5) A member who is eligible for election or re-election under this rule may at the annual general meeting concerned:

(a) propose or second himself or herself for election or re-election; and

(b) vote for himself or herself.

(6) Each member which is not a natural person may only have one natural person who is an employee or officer of that member nominated for or eligible for election to membership of the Committee or on the Committee at any time, and if more than one such people are nominated or stand for election to the Committee at the same meeting that member shall determine which one of those people shall be nominated or stand and no other of them shall do so.

(7) If the number of persons nominated for election to membership of the Committee does not exceed the number of vacancies in that membership to be filled:

(a) the Chief Executive Officer shall report accordingly to; and

(b) the President shall declare those persons to be duly elected as members of the Committee at,

the annual general meeting concerned. If vacancies remain on the Committee after the declaration under sub-rule (7), additional nominations of Committee members may be accepted from the floor of the annual general meeting. If such nominations from the floor do not exceed the number of vacancies the Chairperson must declare those persons to be duly elected as members of Committee. Where the number of nominations from the floor exceeds the remaining number of vacancies on the Committee, elections for those positions must be conducted.

(8) When a casual vacancy within the meaning of rule 14 occurs in the membership of the Committee:

(a) the Committee may appoint a member or natural person who is an employee or officer of a member to fill that vacancy; and

(b) a person appointed under this sub rule shall –

(i) hold office until the commencement of; and

(ii) be eligible for election to membership of the Committee at,

the next following annual general meeting.

(9) The Committee may co-opt any person onto it until the next annual general meeting or for such shorter period as it specifies.

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(10) All Executive Committee members are elected for a period of two (2) years with the option of being re-elected for another two (2) years at the completion of each term served.

(11) If in the election described in sub rule (1) there is a tie between some but not all of the candidates that tie shall be resolved by a re-election between the candidates who tied, but if that re-election does not resolve the tie or the tie is between all of the candidates it shall be resolved by the toss of a coin or in the case of a tie between more than two candidates the drawing of lots.

(13) The Committee may appoint from its members any sub-committees it chooses, including a management committee to handle any of the Association’s day to day operations, and may specify the powers, duties and procedures of those subcommittees.

(14) To the extent they act in good faith in what they consider is the best interests of the Association, members of the Committee shall not be liable in any way for the financial or other results or consequences (including liabilities, losses and expenses) of any of their acts or omissions, and shall be fully indemnified by the Association for all such results and consequences.

(15) In relation to item 10(1(d) if the immediate Past president is no longer a member of the Chamber the vacancy shall be filled by the Immediate Past Vice President.

President

11. (1) Subject to this rule, the President shall preside at all general meetings and Committee meetings.

(2) In the event of the absence from:

(a) a general meeting of

(i) the President, the Vice-President; or

(ii) both the President and the Vice-President, a member elected by the other members present at the general meeting;

or

(b) a Committee meeting of

(i) the President, the Vice-President; or

(ii) both the President and the Vice-President, a Committee member elected by the other Committee members present,

shall preside at the general meeting or Committee meeting, as the case requires.

Chief Executive Officer

12. (1) The Committee shall appoint, remove, replace and determine the duties, remuneration and other employment conditions of the Chief Executive Officer as it sees fit.

(2) The Chief Executive Officer shall:

(a) co-ordinate the correspondence of the Association;

(b) keep full and correct minutes of the proceedings of the Committee and of the Association;

(c) comply on behalf of the Association with

(i) section 27 of the Act in-respect of the register of members of the Association;

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(ii) section 28 of the Act in respect of the rules of the Association;

and

(iii) section 29 of the Act in respect of the record of the office holders, and any trustees, of the Association;

(d) have custody of all books, documents, records and registers of the Association, including those referred to in sub rule (c), other than those required by rule 13 to be kept and maintained by, or in the custody of, the Treasurer; and

(e) perform such other duties (which may include any or all the duties of the Treasurer described in rule 13) as are imposed by these rules or the Committee on the Chief Executive Officer.

Treasurer

13. The Treasurer shall be responsible for ensuring that full accounts and records of all income and expenditure and such books of account as may be necessary to record the property and assets of the Chamber are kept, and for the safe keeping of all cheque books and other negotiable instruments belonging to the Chamber. The Treasurer shall present to reach meeting of the Executive Committee a true and correct financial statement and that financial statement shall form part of the minutes of the meeting at which it is presented. A full Audited Income and Expenditure Account of the Chamber shall be submitted at each Annual General Meeting and the Treasurer shall ensure compliance with all requisitions and inquiries made by the Auditors.

Except to the extent any of the following duties have been given to the Chief Executive Officer under rule 12, the Treasurer shall:

(1) Be responsible for the receipt of all moneys paid to or received by, or by him or her on behalf of, the Association and shall issue receipts for those moneys in the name of the Association;

(2) Pay all moneys referred to in sub rule (1) into such account or accounts of the Association as the Committee may from time to time direct;

(3) Make payments from the funds of the Association with the authority of a general meeting or of the Committee and in so doing ensure that all cheques are signed by any two of the President, Vice President, immediate past president and himself or herself;

(4) Comply on behalf of the Association with sections 25 and 26 of the Act in respect of the accounting records of the Association;

(5) Whenever directed to do so by the President, submit to the Committee a report, balance sheet or financial statement in accordance with that direction;

(6) Have custody of all securities, books and documents of a financial nature and accounting records of the Association, including those referred to in sub rules (4) and (5); and

(7) Perform such other duties as are imposed by these rules on the Treasurer.

Casual Vacancies in Membership of Committee

14. A casual vacancy occurs in the office of a Committee member and that office becomes vacant if the Committee member:

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(1) Dies;

(2) Resigns by notice in writing delivered to the President or, if the Committee member is the President, to the Vice-President;

(3) Is convicted of an offence under the Act;

(4) Is permanently incapacitated by mental or physical ill-health;

(5) Is absent from more than

(a) 3 consecutive Committee meetings; or

(b) 3 Committee meetings in the same financial year,

of which he or she has received notice without tendering an apology to the person presiding at each of those Committee meetings; or

(6) Ceases to be a member of the Association.

(7) An Executive Member who through sickness or absence from the region may apply in writing to the Executive for leave of absence for a period of up to four (4) months.

Proceedings of Committee

15. (1) The Committee shall meet together for the dispatch of business not less than ten times in each financial year and the President may at any time convene a meeting of the Committee.

(2) Each Committee member has a deliberative vote.

(3) A question arising at a Committee meeting shall be decided by a majority of votes, but, if there is an equality of votes, the person presiding at the Committee meeting shall have a casting vote in addition to his or her deliberative vote.

(4) At a Committee meeting 5 Committee members constitute a quorum.

(5) Subject to these rules, the procedure and order of business to be followed at a Committee meeting shall be determined by the Committee members present at the Committee meeting.

6)

As required under sections 21 and 22 of the Act, a Committee member having any direct or indirect pecuniary interest in a contract, or proposed contract, made by, or in the contemplation of, the Committee (except if that pecuniary interest exists only by virtue of the fact that the member of the Committee is a member of a class of persons for whose benefit the Association is established), must-

(a) as soon as he or she becomes aware of that interest, disclose the nature and extent of his or her interest to the Committee; and

(b) not take part in any deliberations or decision of the Committee with respect to that contract.

(7) Sub-rule (6) (a) does not apply with respect to a pecuniary interest that exists only by virtue of the fact that the member of the Committee is an employee of the Association.

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(8) The Secretary must cause every disclosure made under sub-rule (6) (a) by a member of the Committee to be recorded in the minutes of the meeting of the Committee at which it is made.

General Meetings

16. (1) The Committee:

(a) may at any time convene a special general meeting;

(b) shall convene annual general meetings within the time limits provided for the holding of annual general meetings by section 23 of the Act; that is, in every calendar year within 4 months after the end of the Association’s financial year or such longer period as may in a particular case be allowed by the Commissioner and shall, within 30 days of

(i) receiving a request in writing to do so from not less than Fifteen Percent (15%) of the financial members, at the date of lodging the request, convene a special general meeting for the purpose specified in that request; or

(ii) the Chief Executive Officer receiving a notice under sub rule 9 (4), convene a special general meeting for the purpose of dealing with the appeal to which that notice relates.

(2) The members making a request referred to in sub rule (1) (b) (i) shall:

(a) state in that request the purpose for which the special general meeting concerned is required; and

(b) sign that request.

(3) If a special general meeting is not convened within the relevant period of 30 days referred to

(a) in sub rule (1) (b) (i), the members who made the request concerned may themselves convene a special general meeting as if he or she were the Committee; or

(b) in sub rule (1) (b) (i), the member who gave the notice concerned may himself convene a special general meeting as if he or she were the Committee.

(4) When a special general meeting is convened under sub rule (3) (a) or (b):

(a) the Committee shall ensure that the members or member convening the special general meeting are supplied free of charge with particulars of all members; and

(b) the Association shall pay the reasonable expenses of convening and holding the special. general meeting.

(5) Subject to sub rule (8), the Chief Executive Officer shall give to all members not less than 14 days notice of a general meeting and of any motions to be moved at the general meeting.

(6) A notice given under sub rule (5) shall specify:

(a) when and where the general meeting concerned is to be held; and

(b) particulars of the business to be transacted at the general meeting concerned and of the order in which that business is to be transacted.

(7) In the case of an annual general meeting, the order in which business is to be transacted is:

(a) first, the consideration of the reports of the Committee, the financial statements of the Association and the Auditor’s report;

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(b) second, the election of Committee members to replace outgoing Committee members and the appointment of the Auditor to report to the next annual general meeting; and

(c) third, any other business requiring consideration by the Association in a general meeting.

(8) The Chief Executive Officer shall give to all members not less than 7 days notice of a general meeting at which a special resolution is to be proposed and of any other motions to be moved at that general meeting.

(9) The Chief Executive Officer may give a notice under sub rule (5) or (8) in

person, by telephone or in writing.

Quorum and Proceedings at General Meetings

17. (1) At a general meeting 7 members present in person or by proxy constitute a quorum.

(2) If within 10 minutes after the time specified for the holding of a general meeting in a notice given under sub rule 16 (5) or (8):

(a) as a result of a request or notice referred to in sub rule 16 (1) (c) or as a result of action taken under sub rule 16 (3) a quorum is not present, the general meeting lapses; or

(b) otherwise than as a result of a request, notice or action referred to in paragraph (a) a quorum is not present, the general meeting stands adjourned to the same time on the same day in the following week and to the same venue.

(3) If within 30 minutes of the time appointed by sub rule (2) (b) for the resumption of an adjourned general meeting a quorum is not present, the members who are present in person or by proxy may nevertheless proceed with the business of that general meeting as if a quorum were present.

(4) The President may, with the consent of a general meeting at which a quorum is present, and shall, if so directed by such a general meeting, adjourn that general meeting from time to time and from place to place.

(5) There shall not be transacted at an adjourned general meeting any business other than business left unfinished or on the agenda at the time when the general meeting was adjourned.

(6) When a general meeting is adjourned for a period of 30 days or more, the Chief Executive Officer shall give notice under rule 16 of the adjourned general meeting as if that general meeting were a fresh general meeting.

(7) At a general meeting:

(a) an ordinary resolution put to the vote shall be decided by a majority of votes cast on a show of hands; and

(b) a special resolution put to the vote shall be decided in accordance with section 24 of the Act . as defined in rule 2, and, if a poll is demanded, in accordance with sub-rules (9) and (11)..

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(8) A declaration by the President at a general meeting that a resolution has been passed as an ordinary resolution thereat shall be evidence of that fact unless, during the general meeting at which the resolution is submitted, a poll is demanded in accordance with sub rule (9).

(9) At a general meeting, a poll may be demanded by the President at the general meeting or by 3 or more members present in person or by proxy and, if so demanded, shall be taken in such manner as the President directs.

(10) If a poll is demanded and taken under sub rule (9) in respect of an ordinary resolution, a declaration by the President of the result of the poll is evidence of the matter so declared.

(11) A poll demanded under sub rule (9) on the election of a person to preside over a general meeting or on the question of an adjournment shall be taken forthwith on that demand being made.

Minutes of Meetings of Association

18. (1) The Chief Executive Officer shall cause proper minutes of all proceedings of all general meetings and committee meetings to be taken and a copy of unconfirmed minutes be made available on request to the members within ten (10) working days and then to be entered within thirty (30) days after the holding of each general meeting or committee meeting as the case requires, in a minute book kept for that purpose.

(2) The President shall ensure that the minutes taken of a general meeting or Committee meeting under sub rule (1) are checked and signed as correct by the President of the general meeting or Committee meeting to which those minutes relate or of the next succeeding general meeting or Committee meeting, as the case requires.

(3) When minutes have been entered and signed as correct under this rule, they shall until the contrary is proved, be evidence that:

(a) the general meeting or Committee meeting to which they relate (in this sub rule called “the meeting”) was duly convened and held;

(b) all proceedings recorded as having taken place at the meeting did in fact take place thereat; and

(c) all appointments or elections purporting to have been made at the meeting have been validly made.

Voting Rights of Members of Association

19. (1) Subject to these rules, each member present in person or by proxy at a general meeting is entitled to a deliberative vote.

(2) A member which is not a natural person may appoint in writing a natural person, whether or not he or she is a member, to represent it at a particular general meeting or at all general meetings.

(3) An appointment made under sub rule (2) shall be lodged with the Chief Executive Officer at least seven days before the general meeting or meetings for which it is to apply.

(4) A person appointed under sub rule (2) to represent a member which is not a natural person shall be

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deemed for all purposes to be a member until that appointment is revoked by the appointing member or, in the case of an appointment in respect of a particular general meeting, which appointment is not so revoked, the conclusion of that general meeting.

Proxies of Members of Association

20 (1) A member (in this rule called “the appointing member”) may appoint in writing another member who is a natural person to be the proxy of the appointing member and to attend, and vote on behalf of the appointing member at, any general meeting.

(2) To be effective that appointment must be in writing lodged with the Chief Executive Officer at least seven days before the general meeting or meetings for which it is to apply.

(3) At any general meeting any member may only act as proxy for one other member.

Rules of Association

21 (1) The Association may alter or rescind these rules, or make rules additional to these rules, in accordance with the procedure set out in sections 17, 18 and 19 of the Act.

which is as follows-

(a) Subject to sub-rule (1) (d) and (1) (e), the Association may alter its rules by special resolution but not otherwise;

(b) Within one month of the passing of a special resolution altering its rules, or such further time as the Commissioner may in a particular case allow (on written application by the Association), the Association must lodge with the Commissioner notice of the special resolution setting out particulars of the alteration together with a certificate given by a member of the Committee certifying that the resolution was duly passed as a special resolution and that the rules of the Association as so altered conform to the requirements of this Act;

(c) An alteration of the rules of the Association does not take effect until sub-rule (1) (b) is complied with;

(d) An alteration of the rules of the Association having effect to change the name of the association does not take effect until sub-rules (1) (a) to (1) (c) are complied with and the approval of the Commissioner is given to the change of name;

(e)

An alteration of the rules of the Association having effect to alter the objects or purposes of the association does not take effect until sub-rules (1) (a) to (1) (c) are complied with and the approval of the Commissioner is given to the alteration of the objects or purposes.

(2) These rules bind every member and the Association to the same extent as if every member and the Association had signed and sealed these rules and agreed to be bound by all their provisions.

Common Seal of Association

22 (1) The Association shall have a common seal on which its corporate name shall appear in legible characters.

(2) The common seal of the Association shall not be used without the express authority of the Committee and every use of that common seal shall be recorded in the minute book referred to in rule 18.

(3) The affixing of the common seal of the Association shall be witnessed by any 2 of the President, Vice President immediate past president, Treasurer and Chief Executive Officer.

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(4) The common seal of the Association shall be kept in the custody of the Chief Executive Officer or of such other person as the Committee from time to time decides.

Inspection of Records etc of Association

23 A member may at any reasonable time inspect without charge the register of members, the association rules, the record of office holders and securities of the Association. .

Distribution of surplus property on winding up of Association

24 If, upon the winding up or dissolution of the Association there remains after satisfaction of all its debts and liabilities any property whatsoever, the same shall not be paid to or distributed among the members but shall be given or transferred:

(1) to another association incorporated under the Act, or

(2) for charitable purposes. Which incorporated association or purposes, as the case requires, shall be determined by resolution of the members when authorising and directing the Committee under section 33 (3) of the Act to prepare a distribution plan of the surplus property of the Association.

(3) In the event of the winding up or dissolution of the Association, the Commissioner of Taxation shall be advised of the date of dissolution within 30 days of the dissolution

Auditor’s Report

25. (1) The Auditor shall be a registered company auditor within the meaning in the Corporations Law, who is not a member of the Committee.

(2) The Auditor shall be appointed by resolution of the members at each annual general meeting, and shall remain in office until the next annual general meeting and be eligible for re-election thereafter. He or she shall receive such remuneration as the Committee from time to time determines.

(3) The Auditor shall conduct an annual audit of the books of the Association in accordance with proper and usual auditing principles and report on them to the next annual general meeting after his or her appointment.

(4) If the Auditor appointed at an annual general meeting is or becomes unwilling or unable to carry out the functions referred to in sub rule (c), the Committee shall appoint a replacement Auditor and determine his or her remuneration.

(5) The Committee may order a special audit of the books of the Association at any time by any registered company auditor within the meaning in the Corporations Law, who is not a member of the Committee.