UNISMO CONSITUTION
16 October 2020
TABLE OF CONTENTS
1. Nature and Objects of UNISMO (the “Organization”) 6
2. Definitions and Interpretation 6
3. Powers 8
4. Application of Income and Property 8
5. No Distribution to Members 8
6. Limited Liability 8
7. Guarantee 8
MEMBERSHIP 9
8. Number of Members 9
9. Categories of Membership 9
10. Ordinary Membership 9
11. Student Membership 10
12. Associate Membership 10
13. Life Membership 10
14. Honorary Membership 10
15. Form of Application 11
16. Admission to Membership 12
17. Change of Nominated Representative 12
18. Register of Members 12
ANNUAL MEMBERSHIP FEE 13
19. Annual membership fee 13
20. Unpaid Annual Membership fees 13
CESSATION OF MEMBERSHIP 14
21. Resignation 14
22. Failure to Pay 14
23. Cessation of Membership 14
24. Disciplining Members 14
25. Effect of Cessation of Membership 15
BOARD 16
26. Management of the Organisation 16
27. Membership of the Board and Election of Chairman etc. 16
BOARD MEETINGS 19
28. Number of meetings 19
29. Circulating Resolutions 19
30. Meetings of Board 19
31. Calling Board Meetings 19
32. Notice of Meeting 19
33. Technology Meeting of Board 20
34. Chairing Board Meetings 20
35. Quorum 20
36. Passing of Board Resolutions 21
POWERS OF DIRECTORS 21
37. Validation of Acts of Directors and Secretaries 21
38. Powers subject to rights of members 21
39. Borrowing Powers 21
40. Appointment of Attorney 21
41. Negotiable Instruments 22
CHIEF EXECUTIVE 23
42. Power to Appoint 23
43. Not a Member of the Board 23
44. Powers 23
45. Withdrawal of Appointment or Powers 23
46. Temporary Appointments 23
SUB-COMMITTEES OF BOARD 24
47. Sub-Committees of Board 24
REMOVAL AND RESIGNATION OF DIRECTORS 26
48. Removal of Directors 26
49. Resignation of Director 26
50. Vacation of Office of Director 26
DIRECTORS’ INTERESTS 27
51. Prohibition on Being Present or Voting 27
52. Director to Disclose Interests 27
53. Effect of Interest in Contract 27
54. Other Interests 28
55. Extension of Meaning of “Organisation” 28
56. Other Directorships and Shareholdings 28
REMUNERATION OF DIRECTORS 30
57. No Directors’ Remuneration 30
58. Directors’ Expenses 30
59. Financial Benefit 30
SECRETARY 31
60. Terms of Office of Secretary 31
61. Indemnity 32
62. Insurance 33
63. Director Voting on Contract of Insurance 33
64. Liability 33
65. Meaning of “Officer” 33
INSPECTION OF RECORDS 34
66. Rights of Inspection 34
67. Confidential Information 34
MEETINGS OF MEMBERS 35
68. Circulating Resolutions 35
69. Calling of General Meeting 35
70. Amount of Notice of Meeting 35
71. Persons Entitled to Notice of General Meeting 35
72. How Notice is Given 36
73. When Notice is Given 36
74. Period of Notice 36
75. Contents of Notice 36
76. Notice of Adjourned Meeting 36
77. Accidental Omission to Give Notice 37
78. Postponement of General Meeting 37
79. Technology 37
80. Quorum 37
81. Chair at General Meetings 37
82. Business at Adjourned Meetings 38
83. Extraordinary General Meetings 38
PROXIES AND CORPORATE MEMBER REPRESENTATIVES 39
84. Who Can Appoint a Proxy 39
85. Rights of Proxies 39
86. When Proxy Form Must Be Sent to All Members 39
87. Appointing a Proxy 39
An appointment may be a standing one. 39
88. Form of Proxy Sent Out by Organisation 40
89. Receipt of Proxy Documents 41
90. Validity of Proxy Vote 41
91. Corporate Member Representative 42
92. Attorney of Member 42
VOTING AT MEETINGS OF MEMBERS 43
93. Voting 43
94. Voting Disqualification 43
95. Objections to Right to Vote 43
96. How Voting is Carried Out 43
97. Matters on Which a Poll May Be Demanded 43
98. When a Poll is Effectively Demanded 43
99. When and How Polls Must Be Taken 44
100. Chair’s Casting Vote 44
ANNUAL GENERAL MEETING 45
101. Business of an Annual General Meeting 45
102. Resolutions Proposed by Members 45
MINUTES 46
103. Minutes to be kept 46
ACCOUNTS, LEGAL, AUDIT AND RECORDS 47
104. Accounts 47
105. Legal and Audit 47
EXECUTION OF DOCUMENTS 48
106. Common Seal 48
107. Use of Common Seal 48
108. Execution of Documents Without Common Seal 48
109. Execution of Document as a Deed 48
110. Execution – General 48
INADVERTENT OMISSIONS 49
111. Formalities Omitted 49
ALTERATIONS 49
112. Alterations to Constitution 49
WINDING UP 49
113. Winding Up 49
1. Nature and Objects of United International Small and Medium Enterprises Organisation UNISMO (the “Organisation”)
1.1 The Organisation is a company with limited liability .
1.2 Any replaceable rules contained in the relevant Law do not apply to the Organisation.
1.3 The Objects for which the Organisation exists are:
(1) To promote , support and advance the global SME sector
(2) To engage with all international, national and regional governments on behalf of the global SME sector
(3) To engage, and partner where appropriate, with relevant international, national, and regional organisations
(4) To act as a Thought Leadership organisation for SMEs
(5) To act as advocates for the SME sector globally and regionally
(6) To undertake events, training and mentoring to advance these objects
(7) To provide information, statistics, business intelligence and opportunities for the SME sector
(8) To advance equality and opportunities for all peoples
(9) To support and advance the commercial success of all First Nations
(10) To act non-politically and independently
(11) Such other objects as are, or may be, ancillary or conducive to the achievements of the above objects
2. Definitions and Interpretation
2.1 Definitions
In this Constitution:
(1) “Appointed Directors” means the persons appointed to the Board in accordance with this Constitution;
(2) “Board” means the governing body of the Organisation established under this Constitution;
(3) “Business Day” means a day that is not a Friday, Saturday or a Sunday or a public /religious holiday in the place that the Council has its registered office;
(4) “Chairman” means the member of the Board from time to time elected as chair of the Board as contemplated by this Constitution;
(5) Organisation means “UNISMO”
(6) “Chief Executive Officer” means a person appointed to the chief executive position for the Organisation pursuant to this Constitution;
(7) “Corporate Member” means a member that is not a natural person;
(8) “Eligible Course” for the purposes of this Constitution means a course of study at a recognized tertiary institution which the Board determines, in its absolute discretion, to be eligible for the purposes of determining whether a student enrolled in that course of study has a bona fide interest in supporting the Objects of the Organisation;
(9) “Nominated Representative” means as defined in this Constitution;
(10) “Objects” means the objects of the Organisation set out in this Constitution;
(11) “Ordinary member” means a person who is admitted to ordinary membership or has been granted the exemption of the Board permitting the applicant to be admitted as an ordinary member;
(12) “Rules” means the Rules promulgated from time to time by the Board for the operation of the organisation as contemplated by this Constitution;
(13) “Seal” means the common seal of the Organisation;
(14) “Secretary” means any person appointed to perform the duties of a secretary of the Organisation and includes an honorary secretary;
2.2 Interpretation
(1) Reference to:
(a) one gender includes the others;
(b) the singular includes the plural and the plural includes the singular; and
(c) a person includes a body corporate.
(2) Except so far as the contrary intention appears in this Constitution:
(a) an expression has in this Constitution the same meaning as in the Law; and
(b) if an expression is given different meanings for the purposes of different provisions of the relevant Law, the expression has, in a provision of this Constitution that deals with a matter dealt with by a particular provision of the Law, the same meaning as in that provision of the Law.
(3) “Including” and similar expressions are not words of limitation.
(4) Headings are for convenience only and do not form part of this Constitution or affect its interpretation.
3. Powers
3.1 Subject to the clauses of this Constitution the Organisation has all the powers of a natural person, including those specified in the Law, but does not have the power to issue shares.
3.2 The powers of the Organisation are ancillary to and exercisable only to pursue the Objects.
4. Application of Income and Property
4.1 The income and property of the Organisation, from wherever it is derived, must be applied solely towards the promotion of the Objects.
5. No Distribution to Members
5.1 No portion of the income or property of the Organisation may be paid directly or indirectly, by way of dividend, bonus or otherwise to the members of the Organisation.
5.2 Clause 5.1 does not prevent:
(1) the payment in good faith of remuneration to any officer, servant or member of the Organisation in return for any services actually rendered to the Organisation or for goods supplied in the ordinary and usual way of business;
(2) the payment of interest at a rate not exceeding 12% per annum on money borrowed from any member of the Organisation;
(3) the payment of reasonable and proper rent by the Organisation to a member of the Organisation for premises leased by the member to the Organisation; or
(4) the reimbursement of expenses incurred by any member on behalf of the Organisation.
6. Limited Liability
6.1 The liability of company owners (partners) is limited.
7. Guarantee
Every owner of the Organisation undertakes to contribute an amount not exceeding USA$10 to the property of the Organisation in the event of its being wound up while the owner is an owner, or within 1 year after the owner ceases to be an owner, if required for payment:
(1) of the debts and liabilities of the Organisation (contracted before the owner ceases to be an owner);
(2) of the costs, charges and expenses of winding up; or
(3) for the adjustment of the rights of the contributories among themselves.
MEMBERSHIP
8. Number of Members
8.1 The number of members for which the Organisation may have is unlimited.
9. Categories of Membership
9.1 Membership of the Organisation shall be available in a number of categories and subcategories, described at Clauses below;
9.2 Ordinary members shall be entitled to all of the rights and privileges of membership and are otherwise subject to this Constitution subject to Clause 10 hereof;
9.3 The Organisation may subdivide categories of ordinary membership for the purposes of membership fees structures e.g. non for profit organiations;
9.4 Student members, who shall not be entitled to vote at meetings of the Organisation but shall otherwise be entitled to all of the rights and privileges of membership and are otherwise subject to this Constitution;
9.5 Life members, who shall have all of the rights and privileges of ordinary membership and are otherwise subject to this Constitution and Clause 13 hereof;
9.6 Honorary members, who shall not be entitled to vote at meetings of the Organisation but shall otherwise be entitled to all of the rights and privileges of ordinary membership, and are otherwise subject to this Constitution and Clause 14 hereof; and
9.7 Associate members, who:
(a) shall be entitled to receive notices of, and to attend, meetings of the members of the Organisation but shall not be entitled to be heard or to vote at such meetings; and
(b) shall be entitled to attend at meetings of the Members of the Organisation within the region to which the Associate has been allocated in accordance with this Constitution, and to vote at such meetings in accordance with the By-Laws from time to time promulgated by the Board in relation to the conduct of such region meetings. and are otherwise subject to this Constitution, in particular Clause 12 hereof.
9.8 Additional categories of members, if recommended by the Board, may be created from time to time by the members in general meeting.
10. Ordinary Membership
Subject to this Constitution an ordinary member is:
(1) an Individual Member, being a natural person over the age of 18 years;
(2) a Corporate Member;
that undertakes to be an active and bona fide supporter of the Objects of the Organisation and has been admitted to membership as an ordinary member in accordance with this Constitution.
11. Student Membership
11.1 A student member is a natural person over the age of majority in their particular place of permanent residence who demonstrates to the satisfaction of the Board that they are:
(1) enrolled in an Eligible Course; and
(2) a bona fide supporter of the Objects of the Organisation.
12. Associate Membership
12.1 An associate member is an Individual Member who:
(1) establishes to the satisfaction of the Board, in its sole and absolute discretion, that they are not eligible for ordinary membership of the Organisation but do have a legitimate interest or interests in UNISMO and furthering the objects of the Organisation;
(2) complies with clause 15 of this Constitution and otherwise with the applicable rules from time to time of the Company with respect to admission to associate membership; and
(3) has been admitted to membership as an associate member in accordance with clause 16 of this Constitution.
13. Life Membership
13.1 If in the absolute discretion of the Board, a person has made a significant contribution to the Organisation, the Board may, after receiving a written nomination from a Director, award that person life membership of the Organisation.
13.2 A member nominated under clause 16.1 becomes a life member of the Organisation on the nomination being approved by an ordinary resolution of members at a general meeting.
13.3 If the life member is a Corporate Member it must nominate in writing a Nominated Representative within 1 month after it becomes a life member.
13.4 A life member shall not be required to pay an annual subscription to the Organisation but has all the rights and privileges of membership and is otherwise subject to this Constitution.
14. Honorary Membership
14.1 If, in the opinion of the Board, a person has made over a period of years or is deemed able to make a significant contribution to the Organisation, the Board may nominate that person as an honorary member of the Organisation for the period of one year.
14.2 A person nominated under clause 14.1 becomes an honorary member of the Organisation on the later to occur of:
(1) the person consenting in writing to be an honorary member; and
(2) that nomination being approved by the Board;
14.3 An honorary member which is a Corporate Member may, but need not, nominate a Nominated Representative.
14.4 An honorary member shall not be required to pay an annual subscription to the Organisation and does not have the rights and privileges of membership, but has the right to receive notices of and attend and be heard at any general meeting, and is otherwise subject to this Constitution.
14.5 A person who becomes an honorary member under this clause may at any time after the conclusion of the period of honorary membership again be nominated and approval of the nomination will be in accordance with clause 14.2.
15. Form of Application
15.1 An application for membership must:
(1) be in writing in a form approved by the Board;
(2) nominate the category of membership to which the applicant is seeking admission;
(3) in the case of an applicant for ordinary membership, whether the applicant applies for ordinary membership or seeks the exemption of the Board permitting the applicant to be admitted as an ordinary member;
(4) be signed by the applicant;
(5) be signed by the proposer and seconder, each of whom must be members;
(6) include a signed statement, in a form approved by the Board from time to time, whereby the applicant undertakes that they are and will be an active and bona fide supporter of the Objects of the Organisation and that they will abide by these Rules; and
(7) be accompanied by any other documents or evidence as to qualification for the type of membership applied for which the Board requires.
15.2 If the applicant will be a Corporate Member it must nominate at least 1 natural person (“Nominated Representative/s”) to represent it in the Organisation. The application form must:
(1) state the name and address of the Nominated Representative/s; and
(2) be signed by the Nominated Representative/s.
15.3 An application form must be accompanied by:
(1) an application fee, if any, determined in accordance with clause 19.1; and
(2) the annual subscription, determined in accordance with clause 20.
16. Admission to Membership
16.1 In respect of each application for membership:
(1) The Board, or its duly authorised delegate, shall consider the application promptly;
(2) Subject to this Constitution the Board shall determine as soon as reasonably practicable whether it accepts or rejects the application for membership;
(3) Without limiting the previous paragraphs of this clause in the case of an applicant for ordinary membership who seeks the exemption of the Board permitting the applicant to be admitted as an ordinary member, in accordance with clause 15.1(3), the Board shall in its sole and absolute discretion by resolution of the Board determine whether:
(a) the exemption should be granted to the applicant;
(b) the applicant is required to provide further information to the Board to enable it to determine whether the exemption should be granted; or
(c) the exemption is refused, in which case the applicant is to be given the opportunity to resubmit their application subsequently.
16.2 If an applicant is accepted by the Board for membership the Secretary must notify the applicant in writing and enter the details of the applicant in the register of members.
17. Change of Nominated Representative
Each Corporate Member must promptly notify the Secretary in writing of any change in the person nominated as its Nominated Representative. The new Nominated Representative must consent to the nomination in writing.
18. Register of Members
18.1 A register of members of the Organisation must be kept in accordance with the Law.
18.2 The following must be entered in the register of members in respect of each member:
(1) the full name of the member;
(2) the residential address, number and electronic mail address, if any, of the member;
(3) the category of membership;
(4) the date of admission to and cessation of membership;
(5) the date of last payment of the member’s annual subscription;
(6) in the case of a Corporate Member, the full name, address, facsimile number and electronic mail address, if any, of its Nominated Representative; and
(7) such other information as the Board requires.
18.3 Each member and Nominated Representative must notify the Secretary in a form acceptable to the Board any change in that person’s name, address, facsimile number or electronic mail address within 1 month after the change.
ANNUAL MEMBERSHIP FEE
19. Annual membership fee
19.1 The annual membership fee payable by each applicant for membership from time to time is the sum the Board determines for each category of membership.
19.2 The annual fees payable by an ordinary member or a student member of the Organisation is the sum as set by the Board from time to time. The Board may decide to set different fees for individual and Corporate Members, or may set the annual fees according to categories entitling the members to different benefits (but without derogating from the rights of members under this Constitution).
19.3 All annual fees are due and payable in such instalments and by such date or dates as the Board from time to time determines.
19.4 No annual membership fee is payable by any life member or honorary member.
20. Unpaid Annual Membership fees
If:
(1) the annual membership fees of a member remains unpaid for 2 months after it becomes payable; and
(2) a reminder notice has been issued to the member;
the member ceases to be entitled to any of the rights or privileges of membership but these may reinstated on payment of all arrears if the Board sees fit.
CESSATION OF MEMBERSHIP
21. Resignation
21.1 A member may resign from membership of the Organisation by giving written notice to the Secretary.
21.2 The resignation of a member takes effect on the date of receipt of the notice of resignation or any later date provided in the notice.
21.3 A member who resigns shall not be entitled to any refund of any membership fees or annual subscriptions previously paid by the resigning member.
22. Failure to Pay
22.1 If a member has not paid all arrears of annual membership fees under clause 20 or, if paid, the member’s rights and privileges are not reinstated, the member ceases to be a member and the member’s name must be removed from the register of members.
23. Cessation of Membership
23.1 An ordinary member who is an individual ceases to be a member:
(1) on the death or resignation of the member; or
(2) if the member ceases to be a member under clause 23 or is expelled under clause 25.
23.2 A Corporate Member ceases to be a member:
(1) if it is wound up or is otherwise dissolved or deregistered; or
(2) if the member ceases to be a member under clause 23 or is expelled under clause 25.
23.3 In addition, a life member or an honorary member ceases to be a member if the Board, for any reason, requests in writing the resignation of the member and the member does not resign within 2 months after the request is sent.
24. Disciplining Members
24.1 If any member:
(1) willfully refuses or neglects to comply with the provisions of this Constitution; or
(2) is guilty of any conduct which, in the opinion of the Board, is unbecoming of a member or prejudicial to the interest of the Organisation;
the Directors may resolve to censure, suspend or expel the member from the Organisation and, in the case of expulsion, to remove the member’s name from the register of members.
24.2 At least 1 week before the meeting of the Board at which a resolution of the nature referred to in clause 25.1 is passed the Board must give to the member notice of:
(1) the meeting;
(2) what is alleged against the member; and
(3) the intended resolution.
24.3 The Board must ensure so far as is reasonably practicable that the meeting time and place is mutually convenient, and the member given every opportunity of being present throughout the entire meeting.
24.4 Prior to the meeting, the Board must provide the member with a written explanation of the allegations against them.
24.5 At the meeting and before the passing of the resolution, the member must have an opportunity of giving orally or in writing any explanation or defence the member sees fit.
24.6 At the meeting and before the passing of the resolution, the member must have an opportunity of rebutting orally or in writing any adverse testimony against them.
24.7 A member may, by notice in writing lodged with the Secretary at least 24 hours before the time for holding the meeting at which the resolution is to be considered by the Board, elect to have the question dealt with by the Organisation in general meeting and in that event, a general meeting of the Organisation must be called for that purpose.
24.8 If at the meeting a resolution to the same effect as the resolution which was to be considered by the Board is passed by a majority of 2/3 of those present and voting (and the vote must be taken by secret ballot), the member concerned must be punished in the manner resolved and in the case of a resolution for expulsion the member is expelled and the member’s name must be removed from the register of members.
24.9 The Board may elect to provide the member with reasons for decision upon taking any disciplinary action against the member.
24.10 If any member ceases to be a member under clause 24.8, the Board may reinstate the member and restore the name of that member to the register of members upon and subject to any terms and conditions they see fit.
25. Effect of Cessation of Membership
25.1 If any member ceases to be a member under this Constitution, the member remains liable to pay to the Organisation any money which, at the time of the member ceasing to be a member, the member owes to the Organisation on any account or which it subsequently becomes liable to pay under this Constitution.
BOARD
26. Management of the Organisation
26.1 The affairs of the Organisation shall be directed, managed and controlled by and under the authority of the Board, including by appropriate delegations of powers and responsibilities for the day to day running of the Organisation to, and through, the person appointed as the Chief Executive Officer.
26.2 Without limiting the powers and duties applicable to the Directors under the relevant Law, the Directors must:
(1) treat as confidential all matters discussed by the Board, and not disclose such matters to any person other than the Directors or its duly authorised delegates, except with the prior consent of the Board;
(2) ensure that there is an appropriate policy, which complies with all legal requirements applicable to the Board and the Organisation, for the management of conflicts of interest, whether potential or actual, in the performance of their role as a Director of the Organisation;
(3) take individual responsibility to comply with the policies of the Board, including those relating to management of conflicts of interest, confidentiality and any other matter determined by the Board from time to time; and
(4) make explicit any delegations of its powers to committees of the Board or to employees of the Organisation.
27. Membership of the Board and Election of Chairman etc.
27.1 The Board will consist of:
27.2 A Global President. The Global President is an ex officio Board member who will serve for a 2 year term: rotating by region consecutively and being elected to that role by the Board. The President will represent the Organisation as required and as appropriate. The Global President will be heard at Board meetings and is an integral part of the Board but will not have voting rights in that capacity. The Global President however may have voting rights if he is also one of the Directors and in that capacity as a Director.
27.3 The Chairperson of the Board is for 2 year term ( with casting vote). The role will rotate by region consecutively .The Chairperson will be chosen from the Boards Directors by simple majority voting or by general consensus.
27.4 The Global President and the Chairperson are to be from different nations.
27.5 In addition to the President, the Board will include 14 Directors: two from each of 7 Regions. Inaugural Directors will serve a term 4 years initially and 3 years thereafter ,and be renewable . Such Directors are also referred to as “Vice Presidents”
27.6 The 7 Regions are the Middle East, Africa, Europe, Asia, Oceania, North America and South America. It should be noted that this organisation is in a ‘development mode’ and as such these Regions may be added to or reduced.
27.7 In addition there will be 4 Independent Directors : from separate regions . They may serve a Maximum 2 terms of 3 years.
27.8 A Chief Executive Officer (CEO) will be appointed as a non-voting ,member of the Board.
27.9 A Chief Operating officer (COO, or Treasurer) will be appointed as non-voting ,member of the Board.
27.10 Inaugural terms will be held by appointment and consensus ,thereafter by an electoral college of members.
27.11 A Director will also be appointed by the Board to act as Secretary who will provide a signed consent to act as Secretary for the Organisation. The Organisation must keep the consent.
27.12 The organisation assumes further amendments to the structure of the organisation through the mechanism of Regional Committees which will be outlined in changes to this Constitution.
Global President is appointed by the Board and accountable to the Board
The CEO reports to the full Board .
The Office of the CEO is managed by the
CEO.
The Office is accountable to the CEO and ultimately the Board.
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BOARD MEETINGS
28. Number of meetings
28.1 The Board will meet at least once per month in the first 6 months after company registration, and thereafter once each two months in addition to an Annual General Meeting.
29. Circulating Resolutions
29.1 The Board may pass a resolution without a Board meeting being held if each of the Directors entitled to vote on the resolution, email or other instant messaging technology address, at which he or she may be given notice, signs or otherwise signify acceptance and returns, by a means and in a manner approved by the Chairman, a document containing a statement that he or she is in favour of the resolution set out in the document.
29.2 Separate copies of a document may be used for signing by Directors if the wording of the resolution and statement is identical in each copy.
29.3 The resolution is passed when the last Director signs or signifies acceptance in a readable form which is received by a means and in a manner approved by the Chairman.
29.4 For the purposes of this clause, the following may be treated as a document containing a statement that a Director is in favour of the resolution set out in the document.
(1) A facsimile addressed to or received by the Organisation and purporting to be signed or sent by a Director;
(2) An email or other form of instant messaging approved by the Chairman, which is addressed to or received by the Organisation at an address approved by the Chairman and purporting to be given by a Director in favour of a specified resolution.
30. Meetings of Board
30.1 The Board may meet together for the dispatch of business and adjourn and otherwise regulate their meetings as they see fit.
30.2 The minutes of any meeting of the Board must state the method of meeting and the persons present.
31. Calling Board Meetings
31.1 A Director may at any time, and a Secretary must on the requisition of a Director, call a meeting of the Board.
32. Notice of Meeting
32.1 Reasonable notice of every Board meeting must be given to each Director and alternate Director and Board member except that it is not necessary to give notice of a meeting of Board to any Director who:
(1) has been given special leave of absence; or
(2) is absent and has not left an email address at which he or she may be given notice.
32.2 Any notice of a meeting of Board may be given in writing, and whether by facsimile, electronic mail or any other means of communication.
33. Technology Meeting of Board
33.1 A Board meeting may be held using any technology consented to by all the Directors. The consent may be a standing one. A Director may only withdraw the consent within a reasonable period before the meeting.
33.2 If a Board meeting is held using any technology and all the Directors take part in the meeting, they must be treated as having consented to the use of the technology for that meeting.
33.3 The following provisions apply to a technology meeting:
(1) each of the Directors and Board Members taking part in the meeting must be able to hear and be heard by each of the other participants taking part in the meeting; and
(2) at the commencement of the meeting each Director and Board Member must announce his or her presence to all the other participants taking part in the meeting.
33.4 If the Secretary is not present at a meeting then one of the Directors or Board Members present must take/record minutes of the meeting.
33.5 A Director or Board Member may not leave a technology meeting by disconnecting his or her link to the meeting unless that participant has previously notified the chair of the meeting.
33.6 A Director is conclusively presumed to have been present and to have formed part of a quorum at all times during a technology meeting unless that Director has previously obtained the express consent of the chair to leave the meeting.
34. Chairing Board Meetings
34.1 The Chairman is the chairperson of all meetings of the Board.
34.2 At a meeting of the Board if:
(1) no Chairman has been elected as provided in this constitution; or
(2) the Chairman is not present within 10 minutes after the time appointed for the holding of the meeting or is unwilling to act;
a Vice-Chairman is to act as the chair of the meeting.
35. Quorum
35.1 The quorum for a Board meeting is 5 Directors entitled to vote. The quorum must be present at all times during the meeting.
35.2 An alternate Director is counted in a quorum at a meeting at which the Director for whom the alternate has been nominated is not present (so long as the alternate is, under the Law, entitled to vote).
36. Passing of Board Resolutions
36.1 A resolution of the Board must be passed by a majority of the votes cast by Directors entitled to vote on the resolution.
36.2 The chair has a casting vote if necessary in addition to any vote he or she has as a Director. The chair has a discretion both as to whether or not to use the casting vote and as to the way in which it is used.
POWERS OF DIRECTORS
37. Validation of Acts of Directors and Secretaries
37.1 The acts of a Director or Secretary of the Organisation are valid despite any defect that may afterwards be discovered in his or her appointment or qualification.
37.2 Where a person whose office as Director is vacated under a provision of the relevant Law purports to do an act as a Director, that act is as valid, in relation to a person dealing with the Organisation in good faith and for value and without actual knowledge of the matter because of which the office was vacated, as if the office had not been vacated.
38. Powers subject to rights of members
38.1 The Board may exercise all the powers of the Organisation except any powers that the Law or this Constitution requires the Organisation to exercise in general meeting.
38.2 No article made or resolution passed by the Organisation in general meeting can invalidate any prior act of the Board which would have been valid if that article or resolution had not been made or passed.
39. Borrowing Powers
39.1 Without limiting the generality of clause 45, but subject to clause 5, the Board may exercise all the powers of the Organisation to borrow money, to charge any property or business of the Organisation and to issue debentures or give any other security for a debt, liability or obligation of the Organisation or of any other person.
40. Appointment of Attorney
40.1 The Board may appoint any person or persons to be the attorney or attorneys of the Organisation for the purposes, with the powers and discretions (being powers and discretions vested in or exercisable by the Board), for the period and subject to the conditions it sees fit.
40.2 A power of attorney may contain those provisions for the protection and convenience of persons dealing with the attorney that the Board sees fit and may also authorise the attorney to delegate all or any of the powers and discretions vested in the attorney.
41. Negotiable Instruments
41.1 Any 2 Directors may sign, draw, accept, endorse or otherwise execute a negotiable instrument.
41.2 The Board may determine that a negotiable instrument, including a class of negotiable instrument, may be signed, drawn, accepted, endorsed or otherwise executed in a different way
CHIEF EXECUTIVE
42. Power to Appoint
42.1 The Board may appoint any person to the Organisation’s chief executive position (the “Chief Executive Officer”), by whatever title the Board determines from time to time, for the period and on the terms (including as to remuneration) the Board sees fit.
43. Not a Member of the Board
43.1 The Chief Executive Officer:
(1) will be subject to the governance oversight of the Board;
(2) will have the powers and responsibilities from time to time delegated to him or her by the Board for the day to day running of the Organisation;
(3) will not be a Director or member of the Organisation or a Nominated Representative (and if he or she is already a Director or member or Nominated Representative will resign as such during his or her period in office);
(4) may attend meetings of the Board, except where the Board otherwise requests, but will not have any vote at those meetings.
44. Powers
44.1 The Board may, upon terms and conditions and with any restrictions it sees fit, confer on an executive officer any of the powers that the Directors can exercise.
44.2 Any powers so conferred may be concurrent with, or to the exclusion of, the powers of the Board.
45. Withdrawal of Appointment or Powers
45.1 The Board may revoke or vary:
(1) an appointment; or
(2) any of the powers conferred on a Chief Executive Officer.
46. Temporary Appointments
46.1 If a Chief Executive Officer becomes incapable of acting in that capacity the Board may appoint any other person, not being a Director, to act temporarily as Chief Executive Officer.
SUB-COMMITTEES OF BOARD
47. Sub-Committees of Board
47.1 The Board may from time to time establish (or terminate) one or more sub-committees of the Board as may be thought expedient to assist the Board in carrying out its Objects provided that each sub-committee:
(1) must contain at least 1 Director;
(2) may include 1 or more co-opted persons, each of whom are themselves either a Member of the Organisation or a member of a Member of the Organisation, as voting members of the sub-committee;
(3) may include experts in particular disciplines relevant to the purposes of the sub-committee
(4) shall, unless other powers are expressly delegated to it by the Board, not have decision-making power and shall only have power to meet in order to make recommendations to, and provide advice to, the Board as required by the Board; and
(5) must exercise any other powers expressly delegated to it by the Board strictly subject to and in accordance with any limitations placed on such delegated powers by the Board.
47.2 The effect of a sub-committee properly exercising a power subject to and in accordance with any limitations placed on such delegated power is the same as if the Directors exercised it.
47.3 Any sub-committee formed shall conform to any regulations that may be imposed by the Board.
47.4 Any sub-committee will receive specific instructions from the Board which will operate as a charter for the subcommittee and will set out its length of term, its precise and specific ambit and its reporting mechanism(s)
47.5 A sub-committee may elect a Chairman of its meeting. If no such Chairman is elected or if at any meeting the Chairman is not present within 10 minutes after the time appointed for holding the meeting the members present may choose one of their number to be the Chairman of the meeting.
47.6 A sub-committee may meet and adjourn as it thinks proper, 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 Chairman shall have a second or casting vote.
47.7 All acts done by any meeting of the Board or of a sub-committee or by any person acting as a member of the Board shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any such members of the Board or person acting as aforesaid or that the members of the Board or any of them were disqualified be as valid as if every such person had been duly appointed and was qualified to be a member of the Board or sub-committee.
47.8 The meetings and proceedings of any sub-committee are governed by the applicable provisions in this Constitution regulating the meetings and proceedings of the Board and its relevant charter.
REMOVAL AND RESIGNATION OF DIRECTORS
48. Removal of Directors
48.1 Subject to the Law the Organisation may by resolution remove a Director from office.
49. Resignation of Director
49.1 A Director may resign as a Director of the Organisation by giving a written notice of resignation to the Secretary of the Organisation at its registered office.
50. Vacation of Office of Director
50.1 In addition to any other circumstances in which the office of a Director becomes vacant under the Law, the office of a Director becomes vacant if the Director:
(1) becomes bankrupt or suspends payment or compounds with his or her creditors;
(2) becomes of unsound mind or a person whose person or estate is liable to be dealt with in any way under the law relating to mental health;
(3) is absent from 3 consecutive meetings of Directors, whether or not his or her alternate has attended the meeting in place of the Director, without special leave of absence from the Directors and the Directors declare his or her seat to be vacant;
(4) ceases to be a paid up member of the Organisation or a Nominated Representative of a paid up Corporate Member (as the case may be) as required by this Constitution;
(5) becomes prohibited from being a Director under or by reason of any order made under the Law;
(6) is removed by resolution in accordance with this Constitution or
(7) resigns from office in accordance with this Constitution.
DIRECTORS’ INTERESTS
51. Prohibition on Being Present or Voting
51.1 Except where permitted by the Law a Director who has a material personal interest in a matter that is being considered at a meeting of Board:
(1) must not be counted in a quorum;
(2) must not vote on the matter; and
(3) must not be present while the matter is being considered at the meeting.
51.2 If a Director who has a material personal interest in a matter that is being considered at a meeting of the Board is not prohibited by the Law from being present at the meeting and voting, the Director may be present, be counted in the quorum and may be heard but may not vote on the matter.
52. Director to Disclose Interests
52.1 A Director who is in any way, whether directly or indirectly, interested in a contract or proposed contract with the Organisation must, as soon as practicable after the relevant facts have come to the Director’s knowledge, declare the nature of the interest at a meeting of the Board or by written notice to the Secretary.
52.2 A Director who holds any office or possesses any property by which, whether directly or indirectly, duties or interests might be created in conflict with his or her duties or interests as Director must declare at a meeting of the Board or by written notice to the Secretary the fact and the nature, character and extent of the conflict.
52.3 For the purposes of clauses 59.1 and 59.2, a Director’s interest or any conflict must be disregarded if it arises from or relates solely to:
(1) a guarantee to be given by the Director (or by persons including the Director or by a Corporate Member of which the Director is a member or officer) in respect of a loan to the Organisation; or
(2) the position of the Director as a Director of a Related Body Corporate of the Organisation.
53. Effect of Interest in Contract
53.1 If a Director has an interest in a contract or proposed contract with the Organisation (other than as a member), or a conflicting interest or duty in relation to any other matter being considered by the Board, and the Director discloses the nature and extent of the interest or duty at a meeting of the Board or by written notice to the Secretary:
(1) the contract may be entered into; and
(2) if the disclosure is made before the contract is entered into:
(a) the Director may retain benefits under the contract even though the Director has an interest in the contract;
(b) the Organisation cannot avoid the contract merely because of the existence of the interest; and
(c) the Director is not disqualified from the office of Director.
53.2 For the purposes of clause 61.1 “contract” includes an arrangement, dealing or other transaction.
54. Other Interests
54.1 Without limiting clauses in this Constitution a Director may to the extent permitted by the Law:
(1) hold any other office or place of profit under the Organisation (other than the office of auditor or Chief Executive Officer) in conjunction with the office of Director;
(2) be interested in any operation, undertaking or business undertaken or assisted by the Organisation or in which the Organisation is or may be interested.
55. Extension of Meaning of “Organisation”
55.1 For the purposes of clauses 59, 60 and 61 “Organisation” shall be deemed to include any subsidiary of the Organisation and any other entity in which the Organisation or any subsidiary of the Organisation is or becomes a shareholder or is otherwise interested.
56. Other Directorships and Shareholdings
56.1 A Director of the Organisation may be or become a Director, officer, employee or member of any entity promoted by the Organisation or in which the Organisation may be interested as a vendor, shareholder or otherwise and is not accountable for any reasonable benefits received as a Director, officer, employee or member of the other entity.
56.2 Subject to the Law:
(1) the Board of the Organisation may exercise the voting power conferred by the shares or other interest held by the Organisation in another entity in favour of a resolution appointing themselves or any of them as Directors or other officers of the other entity;
(2) any Director of the Organisation may vote at a meeting of Board of the Organisation in favour of a resolution that the Organisation exercises its voting power conferred
by the shares or other interest held by the Organisation in the other entity to appoint that Director as a Director or other officer of the other entity;
(3) any Director of the Organisation may be appointed as representative of the Organisation and may vote at a general meeting of the other entity in favour of a resolution appointing that Director as a Director or other officer of the other entity; and
(4) a Director of the Organisation who is also a Director of the other entity may vote as a Director of the other entity in whatever manner he or she sees fit, including voting in favour of a resolution appointing the Director to any other office in the other entity and a resolution appointing any other Directors of the Organisation as Directors or other officers of the other entity.
REMUNERATION OF DIRECTORS
57. No Directors’ Remuneration
57.1 Despite clause 5.2 no Director may receive any remuneration for his or her services in his or her capacity as a Director of the Organisation.
58. Directors’ Expenses
58.1 Despite clause 64 the Organisation may pay the Board Members’ travelling and other expenses that they properly incur:
(1) in attending Board meetings or any meetings of committees of Board;
(2) in attending any general meetings of the Organisation; and
(3) in connection with the Organisation’s business.
58.2 The Board must approve all payments the Organisation makes to its Directors or members.
59. Financial Benefit
59.1 To the extent, if any, required by the Law, a Director must ensure that the requirements of the Law are complied with in relation to any financial benefit given by the Organisation to any Board Member or to any other related party of the Board Member.
SECRETARY
60. Terms of Office of Secretary
60.1 A Secretary of the Organisation holds office on the terms and conditions (including as to remuneration) that the Board determines.
60.2 The Secretary shall be appointed by the Board in accordance with this Constitution at such remuneration and upon such conditions as it thinks fit, and any Secretary so appointed may be removed by the Board.
60.3 Nothing herein shall prevent the Board from appointing a member of the Organisation as Honorary Secretary and any member so appointed shall then become an officer of the Organisation and if not already a member of the Board they shall ex officio be a member of the Board without vote.
INDEMNITY AND INSURANCE
61. Indemnity
61.1 To the extent permitted by the Law, the Organisation indemnifies:
(1) every person who is or has been an officer of the Organisation; and
(2) where the Board considers it appropriate to do so, any person who is or has been an officer of a Related Body Corporate of the Organisation;
against any liability incurred by that person in his or her capacity as an officer of the Organisation or of the Related Body Corporate (as the case may be).
61.2 In accordance with relevant and appropriate legal provisions, the Organisation must not indemnify a person against:
(1) any of the following liabilities incurred as an officer of the Organisation:
(a) a liability owed to the Organisation or a Related Body Corporate;
(b) a liability for a pecuniary legal penalty order or a compensation order;
(c) a liability that is owed to someone other than the Organisation or a Related Body Corporate and did not arise out of conduct in good faith; or
(2) legal costs incurred in defending an action for a liability incurred as an officer of the Organisation if the costs are incurred:
(a) in defending or resisting proceedings in which the person is found to have a liability for which they could not be indemnified under clauses in this Constitution;
(b) in defending or resisting criminal proceedings in which the person is found guilty;
(c) in defending or resisting proceedings brought by a Government Securities and Investments Commission ( or similar body) or a liquidator for the court order if the grounds for making the order are found by the Court to have been established; or
(d) in connection with proceedings for relief to the person under the Law in which the Court denies the relief.
Clause 61.2 (2) (c ) does not apply to costs incurred in responding to actions taken by a Government Securities and Investment Commission ( or similar body) or a liquidator as part of an investigation before commencing proceedings for a court order.
(3) For the purposes of clauses in this Constitution the outcome of proceedings is the outcome of the proceedings and any appeal in relation to the proceedings.
62. Insurance
62.1 The Organisation may pay or agree to pay a premium in respect of a contract insuring a person who is or has been an officer of the Organisation or a Related Body Corporate of the Organisation against any liability incurred by the person as an officer of the Organisation or a Related Body Corporate except a liability (other than one for legal costs) arising out of:
(1) conduct involving a willful breach of duty in relation to the Organisation; or
(2) a contravention of the relevant Law relating to the improper use of their position ,or of the use of confidential information only derived from their position, for an unfair advantage for themselves or another or to cause detriment to the Organisation.
62.2 In the case of a Board Member, any premium paid under this article is not remuneration for the purpose of the clauses of this Constitution.
63. Director Voting on Contract of Insurance
63.1 Despite anything in this Constitution, a Director is not precluded from voting in respect of any contract or proposed contract of insurance, merely because the contract insures or would insure the Director against a liability incurred by the Director as an officer of the Organisation or of a Related Body Corporate.
64. Liability
64.1 No officer of the Organisation is liable for the act, neglect or default of any other officer or for joining in any act or for any other loss, expense or damage which arises in the execution of the duties of his or her office unless it arises through his or her own negligence, default, breach of duty or breach of trust.
65. Meaning of “Officer”
65.1 For the purposes of clauses 68, 69, 70 and 71., “officer” means a Board Member, Secretary, or executive officer.
INSPECTION OF RECORDS
66. Rights of Inspection
66.1 The Board, or the Organisation by a resolution passed at a general meeting, may authorise a member to inspect books of the Organisation.
66.2 A member other than a Director does not have the right to inspect any document of the Organisation, other than the minute books for the meetings of its members and for resolution of members passed without meetings, except as provided by law or authorised by the Board or by the Organisation in general meeting.
67. Confidential Information
67.1 Except as provided by the Law, no member (not being a Director) is entitled to require or receive any information concerning the business, trading or customers of the Organisation or any trade secret, secret process or other confidential information of or used by the Organisation.
MEETINGS OF MEMBERS
68. Circulating Resolutions
68.1 This clause applies to resolutions which the Law, or this Constitution, requires or permits to be passed at a general meeting, except a resolution under the Law for remove an auditor.
68.2 Members may call for a General meeting by providing a written request to the Board stating any resolution to be proposed at the meeting. All of the members making the request must sign the written request.
68.3 The Organisation must call the meeting within 21 days of receipt of the written request and must hold the meeting no later than 2 months after the request is given.
68.4 The Organisation may pass a resolution without a general meeting being held if all the members entitled to vote on the resolution sign a document containing a statement that they are in favour of the resolution set out in the document.
68.5 Separate copies of a document may be used for signing by members if the wording of the resolution and statement is identical in each copy.
68.6 The resolution is passed when the last member signs.
68.7 If the Organisation receives by e-mail a copy of a document referred to in clause 75 it is entitled to assume that the copy is a true copy.
69. Calling of General Meeting
69.1 A majority of Directors may call a general meeting whenever they see fit.
69.2 Except as permitted by law, a general meeting, to be called the “Annual General Meeting”, must be held at least once in every calendar year.
69.3 Except as otherwise provided in Clause 90 or elsewhere in the Law, no member or members may otherwise call a general meeting.
70. Amount of Notice of Meeting
70.1 Subject to the provisions of the Law as to short notice, at least 21 days’ notice of a general meeting must be given in writing to those persons who are entitled to receive notices from the Organisation.
71. Persons Entitled to Notice of General Meeting
71.1 Written notice of a meeting of the Organisation’s members must be given individually to:
(1) each member entitled to vote at the meeting;
(2) each Board Member; and
(3) the Organisation’s auditor.
71.2 No other person is entitled to receive notice of general meetings.
72. How Notice is Given
72.1 The Organisation may give the notice of meeting to a member:
(1) personally;
(2) by sending it to the electronic address (if any) nominated by the member.
73. When Notice is Given
73.1 A notice of meeting sent by post is taken to be given 3 working days after it is posted.
73.2 Service by electronic mail is not effective if:
(1) the Organisation’s computer reports that delivery has failed; or
(2) the addressee notifies the Organisation immediately that the notice was not fully received in a legible form.
73.3 A certificate signed by any Chief Executive Officer, Secretary or other officer of the Organisation that the notice was given in accordance with this clause 80 is conclusive evidence of the matter.
74. Period of Notice
74.1 Subject to the Law and this Constitution where a specified number of days’ notice or notice extending over any period is required to be given the day of service is not, but the day upon which the notice will expire is, included in the number of days or other period.
75. Contents of Notice
75.1 A notice of a general meeting must:
(1) set out the place, date and time for the meeting (and, if the meeting is to be held in 2 or more places, the technology that will be used to facilitate this);
(2) state the general nature of the meeting’s business;
(3) if a special resolution is to be proposed at the meeting, set out an intention to propose the special resolution and state the resolution; and
(4) contain a statement setting out the following information:
(a) that the member has a right to appoint a proxy; and
(b) that the proxy must be a member of the Organisation.
76. Notice of Adjourned Meeting
76.1 When a meeting is adjourned, new notice of the resumed meeting must be given if the meeting is adjourned for 1 month or more.
77. Accidental Omission to Give Notice
77.1 The accidental omission to give notice of any general meeting to or the non-receipt of the notice by any person entitled to receive notice of a general meeting under this Constitution does not invalidate the proceedings at or any resolution passed at the meeting.
78. Postponement of General Meeting
78.1 The Board may postpone the holding of any general meeting whenever they see fit (other than a meeting requisitioned by members as provided by the Law) for not more than 42 days after the date for which it was originally called.
78.2 Whenever any meeting is postponed (as distinct from being adjourned) the same period of notice of the meeting must be given to persons entitled to receive notice of a meeting as if a new meeting were being called for the date to which the original meeting is postponed.
79. Technology
79.1 The Organisation may hold a meeting of its members at multiple venues using any technology that gives the members as a whole a reasonable opportunity to participate. It is anticipated that this will be the norm.
80. Quorum
80.1 The quorum for a meeting of the Organisation’s members is 5 persons entitled to vote and the quorum must be present at all times during the meeting.
80.2 In determining whether a quorum is present, individuals attending as proxies or Nominated Representatives are counted. If an individual is attending both as a member and as a proxy or Nominated Representative, the individual is counted only once.
80.3 If a quorum is not present within 30 minutes after the time for the meeting set out in the notice of meeting:
(1) where the meeting was called by the members or upon the requisition of members, the meeting is dissolved; or
(2) in any other case, the meeting is adjourned to the date, time and place the Board specifies. If the Board does not specify 1 or more of those things, the meeting is adjourned to:
(a) if the date is not specified – the same day in the next week;
(b) if the time is not specified – the same time; and
(c) if the place is not specified – the same place.
80.4 If no quorum is present at the resumed meeting within 30 minutes after the time for the meeting, the meeting is dissolved.
81. Chair at General Meetings
81.1 The Chairman, if present, presides as chair at every general meeting.
81.2 Where a general meeting is held and:
(1) there is no Chairman; or
(2) the Chairman is not present within 30 minutes after the time appointed for the holding of the meeting or is unwilling to act;
a Vice-Chairman of the Organisation if present presides as chair of the meeting.
81.3 The chair must adjourn a meeting of the Organisation’s members if the members present with a majority of votes at the meeting agree or direct that the chair must do so.
82. Business at Adjourned Meetings
82.1 Only unfinished business is to be transacted at a meeting resumed after an adjournment.
83. Extraordinary General Meetings
83.1 Extraordinary General Meetings shall be called by the Board at the written request of not less than 5% of financial voting members or otherwise in accordance with the Law.
83.2 The request under Clause 90.1 must:
(a) be in writing, and
(b) state any resolution to be proposed at the meeting; and
(c) be signed by the members making the request; and
(d) be given to the Organisation.
83.3 The percentage of votes that members have is to be worked out as at the midnight before the request is given under Clause 90.1. Separate copies of a document setting out the request may be used for signing by members if the wording of the request is identical in each copy.
83.4 The Directors must call the meeting requested under Clause 90.1 within 21 days after the request. The meeting is to be held not later than 2 months after the request.
PROXIES AND CORPORATE MEMBER REPRESENTATIVES
84. Who Can Appoint a Proxy
84.1 A member who is entitled to attend and cast a vote at a meeting of the Organisation’s members may appoint a person as the member’s proxy to attend and vote for the member at the meeting. The proxy must be a member.
85. Rights of Proxies
85.1 A proxy appointed to attend and vote for a member has the same rights as the member:
(1) to speak at the meeting;
(2) to vote (but only to the extent allowed by the appointment); and
(3) to join in a demand for a poll.
85.2 If a proxy is only for a single meeting it may be used at any postponement or adjournment of that meeting, unless the proxy states otherwise.
85.3 A proxy’s authority to speak and vote for a member at a meeting is suspended while the member is present at the meeting.
85.4 A proxy may be revoked at any time by notice in writing to the Organisation.
86. When Proxy Form Must Be Sent to All Members
86.1 If the Organisation sends a member a proxy appointment form for a meeting or a list of persons willing to act as proxies at a meeting:
(1) if the member requested the form or list – the Organisation must send the form or list to all members who ask for it and who are entitled to appoint a proxy to attend and vote at the meeting; or
(2) otherwise – the Organisation must send the form or list to all its members entitled to appoint a proxy to attend and vote at the meeting.
87. Appointing a Proxy
87.1 An appointment of a proxy is valid if it is signed by the member making the appointment and contains the following information:
(1) the member’s name and address;
(2) the Organisation’s name;
(3) the proxy’s name or the name of the office held by the proxy; and
(4) the meetings at which the appointment may be used.
An appointment may be a standing one.
87.2 An undated appointment is taken to have been dated on the day it is given to the Organisation.
87.3 An appointment may specify the way the proxy is to vote on a particular resolution. If it does:
(1) the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way;
(2) if the proxy has 2 or more appointments that specify different ways to vote on the resolution – the proxy must not vote on a show of hands;
(3) if the proxy is the chair – the proxy must vote on a poll, and must vote that way;
(4) if the proxy is not the chair – the proxy need not vote on a poll, but if the proxy does so, the proxy must vote that way.
If a proxy is also a member, this clause 94.3 does not affect the way that the person can cast any votes the person holds as a member.
87.4 An appointment does not have to be witnessed.
87.5 A later appointment revokes an earlier one if both appointments could not be validly exercised at the meeting.
88. Form of Proxy Sent Out by Organisation
88.1 A form of proxy sent out by the Organisation may be in a form determined by the Board but must:
(1) enable the member to specify the manner in which the proxy must vote in respect of a particular transaction; and
(2) leave a blank for the member to fill in the name of the person primarily appointed as proxy.
88.2 The form may provide that if the member leaves it blank as to the person primarily appointed as proxy or if the person or persons named as proxy fails or fail to attend, the chair of the meeting is appointed proxy.
88.3 Despite clause 95.1 an instrument appointing a proxy may be in the following form or in a form that is as similar to the following form as the circumstances allow:
I/We, of , being a member/members of the above named Organisation, appoint of
or, in his or her absence, of as my/our proxy to vote for me/us on my/our behalf at the *annual general/*general meeting of the Organisation to be held on
and at any adjournment of that meeting.
# This form is to be used *in favour of/*against the resolution. Signed on .
* Strike out whichever is not desired.
# To be inserted if desired.
89. Receipt of Proxy Documents
89.1 For an appointment of a proxy for a meeting of the Organisation’s members to be effective, the following documents must be received by the Organisation at least 24 hours before the meeting:
(1) the proxy’s appointment; and
(2) if the appointment is signed by the appointor’s attorney – the authority under which the appointment was signed or a certified copy of the authority.
89.2 If a meeting of the Organisation’s members has been adjourned, an appointment and any authority received by the Organisation at least 24 hours before the resumption of the meeting are effective for the resumed part of the meeting.
89.3 The Organisation receives an appointment or authority when it is received at any of the following:
(1) the Organisation’s registered office;
(2) electronic mail address specified for the purpose in the notice of meeting.
89.4 An appointment of a proxy is ineffective if:
(1) the Organisation receives either or both the appointment or authority at a fax number or electronic address; and
(2) a requirement (if any) in the notice of meeting that:
(a) the transmission be verified in a way specified in the notice; or
(b) the proxy produce the original appointment and authority (if any) at the meeting;
is not complied with.
90. Validity of Proxy Vote
90.1 A proxy who is not entitled to vote on a resolution as a member may vote as a proxy for another member who can vote if the appointment specifies the way the proxy is to vote on the resolution and the proxy votes that way.
90.2 Unless the Organisation has received written notice of the matter before the start or resumption of the meeting at which a proxy votes, a vote cast by the proxy will be valid even if, before the proxy votes:
(1) the appointing member dies;
(2) the member is mentally incapacitated;
(3) the member revokes the proxy’s appointment; or
(4) the member revokes the authority under which the proxy was appointed by a 3rd party.
91. Corporate Member Representative
91.1 A Nominated Representative may exercise all or any of the rights of the Corporate Member which appointed him or her :
(1) at meetings of the Organisation’s members;
(2) at meetings of creditors or debenture holders; or
(3) relating to resolutions to be passed without meetings.
91.2 A Nominated Representative is deemed to have full power to exercise all the rights of the Corporate Member.
92. Attorney of Member
92.1 An attorney for a member may do whatever the member could do personally as a member, but if the attorney is to vote at a meeting of members or a class of members the instrument conferring the power of attorney or a certified copy of the authority must be produced to the Organisation at least 24 hours before the meeting, in the same way as the appointment of a proxy.
VOTING AT MEETINGS OF MEMBERS
93. Voting
93.1 At every general meeting the following members shall be entitled to one vote:
(1) ordinary (Chapter) members;
and
(2) life members.
94. Voting Disqualification
94.1 A member is not entitled to vote at a general meeting if the annual subscription of the member is more than 2 months in arrears at the date of the meeting or the postponed or adjourned meeting.
95. Objections to Right to Vote
95.1 A challenge to a right to vote at a meeting of members:
(1) may only be made at the meeting; and
(2) must be determined by the chair, whose decision is final.
95.2 A vote not disallowed following a challenge is valid for all purposes.
96. How Voting is Carried Out
96.1 A resolution put to the vote at a meeting of the Organisation’s members must be decided on a show of hands unless a poll is demanded.
96.2 On a show of hands, a declaration by the chair is conclusive evidence of the result. Neither the chair nor the minutes need to state the number or proportion of the votes recorded in favour or against.
97. Matters on Which a Poll May Be Demanded
97.1 A poll may be demanded on any resolution.
97.2 A demand for a poll may be withdrawn.
98. When a Poll is Effectively Demanded
98.1 At a meeting of the Organisation’s members, a poll may be demanded by:
(1) at least 3 members entitled to vote on the resolution; or
(2) the chair.
98.2 The poll may be demanded:
(1) before a vote is taken;
(2) before the voting results on a show of hands are declared; or
(3) immediately after the voting results on a show of hands are declared.
99. When and How Polls Must Be Taken
99.1 A poll demanded on a matter other than the election of a chair or the question of an adjournment must be taken when and in the manner the chair directs.
99.2 A poll on the election of a chair or on the question of an adjournment must be taken immediately.
99.3 The demand for a poll does not prevent the continuance of a meeting for the transaction of any business other than the question on which a poll has been demanded.
99.4 The result of the poll is the resolution of the meeting at which the poll was demanded.
100. Chair’s Casting Vote
100.1 In the case of an equality of votes, whether on a show of hands or on a poll, the chair of the meeting has a deliberative and casting vote in addition to any vote he or she may have in his or her capacity as a member or proxy.
100.2 The chair has a discretion both as to use of the casting vote and as to the way in which it is used.
ANNUAL GENERAL MEETING
101. Business of an Annual General Meeting
101.1 The business of an Annual General Meeting may include any of the following, even if not referred to in the notice of meeting:
(1) the consideration of the annual financial report, Directors’ report and auditor’s report;
(2) the appointment of Directors under clause 29.1;
(3) the appointment of the auditor; and
(4) the fixing of the auditor’s remuneration.
All other business transacted at an annual general meeting and all other business transacted at any other general meeting is special business.
101.2 The business of the Annual General Meeting may also include the presentation of business plans by regional Committees, including indicative requested budgets of expenditure and anticipated revenues .
101.3 The business of the Annual General Meeting also includes any other business which under this Constitution or the Law ought to be transacted at an Annual General Meeting.
101.4 The chair of the Annual General Meeting must allow a reasonable opportunity for the members as a whole at the meeting to ask questions about or make comments on the management of the Organisation.
101.5 If the Organisation’s auditor or the auditor’s representative is at the meeting, the chair of an Annual General Meeting must allow a reasonable opportunity for the members as a whole at the meeting to ask the auditor or that representative questions relevant to the conduct of the audit and the preparation and content of the auditor’s report.
102. Resolutions Proposed by Members
102.1 No member may at any meeting move any resolution relating to special business unless:
(1) the member has given not less than 30 Business Days’ previous notice in writing of the member’s intention to move an ordinary resolution or 2 months’ notice in writing of the member’s intention to move a special resolution at the meeting by leaving the notice and a signed copy of the resolution at the registered office of the Organisation; or
(2) the resolution has previously been approved by the Directors.
102.2 Upon receiving a notice referred to in clause 111.1(1) the Secretary must:
(1) if the notice convening the meeting has already been dispatched, immediately notify the members of the proposed resolution; or
(2) otherwise include notice of the proposed resolution in the notice convening the meeting.
MINUTES
103. Minutes to be kept
103.1 The Board must keep minute books in which they record within 1 month:
(1) proceedings and resolutions of meetings of the Organisation’s members;
(2) proceedings and resolutions of Board meetings (including meetings of a committee of Board);
(3) resolutions passed by members without a meeting; and
(4) resolutions passed by Board without a meeting.
103.2 The Board must ensure that minutes of a meeting are signed within a reasonable time after the meeting by 1 of the following:
(1) the chair of the meeting; or
(2) the chair of the next meeting.
103.3 The Board must ensure that minutes of the passing of a resolution without a meeting are signed by a Director within a reasonable time after the resolution is passed.
103.4 Without limiting clause 112.1 the Board must record in the minute books:
(1) all appointments of officers and executive employees;
(2) the names of all parties present at all meetings of Board and the Organisation; and
(3) the method by which a meeting of Board was held.
ACCOUNTS, LEGAL, AUDIT AND RECORDS
104. Accounts
104.1 The Board must cause proper accounting and other records to be kept in accordance with the Law.
104.2 The Board must distribute copies of every profit and loss account, balance sheet and statement of cash flows (including every document required by law to be attached to them) as required by the Law.
105. Legal and Audit
105.1 A registered Organisation auditor must be appointed.
105.2 The remuneration of the auditor must be fixed and the auditor’s duties regulated in accordance with the Law.
105.3 A Legal Officer, or Attorney, may be appointed. Such Legal Officer, or Attorney, will be fully and effectually indemnified by the organsiation for all work(s) and actions undertaken at the instruction of the organisation.
105.4 Such Legal Officer, or Attorney may also be a Director of the organsiation with the usual rights and obligations of a Director as set out in this Constitution.
EXECUTION OF DOCUMENTS
106. Common Seal
106.1 The Organisation may, but need not, have a Seal.
107. Use of Common Seal
107.1 If the Organisation has a Seal the Board must provide for its safe custody.
107.2 The Seal may not be fixed to any document except by the authority of a resolution of the Board or of a committee of the Board duly authorised by the Board.
107.3 The Organisation executes a document with its Seal if the fixing of the Seal is witnessed by:
(1) 2 Directors of the Organisation; or
(2) a Director and Secretary of the Organisation.
108. Execution of Documents Without Common Seal
108.1 The Organisation may execute a document without using the Seal if the document is signed by:
(1) 2 Directors of the Organisation; or
(2) a Director and Secretary of the Organisation.
109. Execution of Document as a Deed
109.1 The Organisation may execute a document as a deed if the document is expressed to be executed as a deed and is executed in accordance with clause 116 or clause 117.
110. Execution – General
110.1 The same person may not sign in the dual capacities of Director and Secretary.
110.2 A Director may sign any document as Director, with or without the Seal, although the document relates to a contract, arrangement, dealing or other transaction in which he or she is interested and his or her signature complies with the requirements of this Constitution as to execution despite his or her interest.
INADVERTENT OMISSIONS
111. Formalities Omitted
111.1 If some formality required by this Constitution is inadvertently omitted or is not carried out the omission does not invalidate anything, including any resolution, which but for the omission would have been valid unless it is proved to the satisfaction of the Board that the omission has directly prejudiced any member financially. The decision of the Board is final and binding on all members.
ALTERATIONS
112. Alterations to Constitution
112.1 This Constitution may be repealed or modified by special resolution.
WINDING UP
113. Winding Up
113.1 If upon the winding up or dissolution of the Organisation any property remains, after satisfaction of all its debts and liabilities, that property must not be paid to or distributed among the members of the Organisation but must be given or transferred to some other institution or institutions determined by the members of the Organisation at or before the time of dissolution which has similar Objects to the Organisation and which is approved by the relevant taxation authority as a public benevolent institution ( or similar) for the purposes of the law.
113.2 If the members do not make the necessary determination under this Constitution then the Organisation may apply to the relevant Court to determine the institution or institutions.
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