Constitution of The Royal Automobile Club of Queensland Limited ACN Approved by members on 20 November 2014

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1 Constitution of The Royal Automobile Club of Queensland Limited ACN Approved by members on 20 November 2014

2 Table of contents 1 Preliminary Definitions Interpretation Application of the Corporations Act Exercising powers 3 2 Objects Objects of company Separate objects 4 3 No distributions Promotion of the objects Payment of income or property to a member 5 4 Membership Members Ordinary voting members Ordinary non-voting members Honorary membership Honorary life membership Other existing classes of membership New classes of membership Patron Application Admission to membership Notice by members Fees Resignation and termination of membership 8 5 Winding up Limited liability on winding up No distribution of profits to members on a winding up 9 6 General meetings Calling general meetings Postponing or cancelling a meeting Notice of general meetings Non-receipt of notice 10 Constitution of The Royal Automobile Club of Queensland Limited

3 6.5 Admission to general meetings Multiple venues Quorum at general meetings Chairman Acting chairman Conduct at general meetings Adjournment and postponement by the chairman Decisions at general meetings When poll may be demanded Voting rights Representation at general meetings Class meetings Voting where the member is of unsound mind 16 7 Proxies, attorneys and representatives Appointment instruments Revocation and postponement of the appointment Chairman may make a determination 19 8 Direct voting Board may decide direct voting to apply Counting of direct votes Withdrawal of direct vote Vote not affected by death, etc. of a member 20 9 Board Number of directors Power to appoint directors Qualification for directors Rotation of directors representing the South East Zone Rotation of directors representing the Far North Zone Rotation of directors representing the North Zone Rotation of directors representing the South West Zone Rotation of directors representing the Central Zone Rotation of directors for new Zone Rotation of directors where number of directors altered Term of directors appointed under rule Determination of directors to retire Eligible for re-election Retiring director stays for meeting Nomination for directorship 23 Constitution of The Royal Automobile Club of Queensland Limited ii

4 9.16 Form of nomination Nominations not in excess of positions Nominations in excess of Positions Persons not eligible to be directors Vacating office Removal of directors Remuneration Failure to re-elect a director Directors interests Powers and duties of directors General powers Power to borrow and give security Powers of appointment Proceedings of directors meetings Meetings of directors Calling meetings of directors Notice of meetings of directors Quorum at meetings of directors Chairman of directors Deputy chairman of directors Removal of chairman or deputy chairman Election and re-election of chairman and deputy chairman Absence of chairman or deputy chairman at board meeting Decisions of directors Resolutions Committees and delegation Committees of directors Appointment of advisory committee Delegation to a director Validity of acts Zones Number of Zones Creation/abolition and boundaries of the Zones Creation/abolition of a Zone Alteration of number of directors Executive officers Chief executive officer or deputy chief executive officer 33 Constitution of The Royal Automobile Club of Queensland Limited iii

5 14.2 Secretary Provisions applicable to all executive officers Indemnity and insurance Director s and officer s right of indemnity Indemnity Scope of indemnity Insurance Savings Contract Inspection of records Inspection by member Access by director Change of ownership approval procedure Approval procedure Additional procedure Notices Method of service Time of service Evidence of service Other communications and documents General Submission to jurisdiction Prohibition and enforceability 38 Constitution of The Royal Automobile Club of Queensland Limited iv

6 Constitution The Royal Automobile Club of Queensland Limited ACN Preliminary 1.1 Definitions In this constitution: Term Definition Acting Chairman has the meaning given to the term in rule 6.9. AGM board Business Day Corporations Act Demutualisation direct vote means an annual general meeting of the company that the Corporations Act requires to be held. means the board of directors of the company constituted in accordance with rule 9. means a day that is not a Saturday, Sunday or public holiday in Brisbane, Queensland. means Corporations Act 2001 (Cth). means any arrangement which would have the purpose or effect of: creating or issuing shares in the company; or the company agreeing to create or issue shares in it; or varying the rights of members, or a class of members, to: the company s reserves; or the company s assets on a winding up; or transferring, exhausting, surrendering, cancelling or terminating some or all rights of members (including the complete resignation of membership, whether in exchange for value or not), and includes: (e) any arrangement that would have the purpose or effect of authorising any of the matters set out in paragraphs to ; and (f) any proposed modification or repeal of any part of this definition or rule 17, but excludes an agreement for a Demutualisation entered into by the company and authorised by the board, provided that the agreement is conditional upon, and that the Demutualisation may only be carried out with, authorisation under rule 17. has the meaning given to the term in rule 8.1. Constitution of The Royal Automobile Club of Queensland Limited

7 Term Definition director has the meaning given to the term in section 9 Corporations Act. Eligible Member means an ordinary voting member, honorary life member and any other class of members whom the board determines are entitled to attend and vote at meetings of members, provided such member (except an honorary life member) has paid in full any required application or membership fee. Indemnified Person has the meaning given to the term in rule Liabilities has the meaning given to the term in rule officer has the meaning given to the term in section 9 Corporations Act and includes a director. Representative Returning Officer Zones 1.2 Interpretation In this constitution: has the meaning given to the term in rule 4.9. means the secretary or such other person selected by the board from time to time. means the zones set out in rule 13 as amended from time to time. a reference to a member present at a general meeting is a reference to a member present in person or by proxy, attorney or Representative; a reference to a person holding or occupying a particular office or position is a reference to any person who occupies or performs the duties of that office or position; unless the contrary intention appears: (iv) (v) (vi) a reference to a person includes a corporation, trust, partnership, unincorporated body, government and local authority or agency, or other entity whether or not it comprises a separate legal entity; a reference to a person includes that person's successors, legal personal representatives, permitted substitutes and permitted assigns; a reference to legislation or to a provision of legislation (including subordinate legislation) is to that legislation as amended, re-enacted or replaced, and includes any subordinate legislation issued under it; if a word or phrase is defined, its other grammatical forms have a corresponding meaning; a reference to a rule is a reference to a rule of this constitution; a reference to a document or agreement (including a reference to this document) is to that document or agreement as amended, supplemented, varied or replaced; and Constitution of The Royal Automobile Club of Queensland Limited 2

8 (vii) if any day on or by which a person must do something under this document is not a Business Day, then the person must do it on or by the next Business Day; and headings are for convenience only and do not affect interpretation. 1.3 Application of the Corporations Act The replaceable rules in the Corporations Act do not apply to the company. Where an expression is used in a manner consistent with a provision of the Corporations Act, the expression has the same meaning as in that provision. 1.4 Exercising powers The company may exercise any power, take any action or engage in any conduct which the Corporations Act permits a company limited by guarantee to exercise, take or engage in. A power conferred on a person to do a particular act or thing under this constitution includes, unless the contrary intention appears, a power (exercisable in the same way and subject to the same conditions) to repeal, rescind, revoke, amend or vary that act or thing. A power conferred under this constitution to do a particular act or thing: may be exercised from time to time and subject to conditions; and may, where the power concerns particular matters, be exercised for only some of those matters or as to a particular class of those matters, and to make different provision concerning different matters or different classes of matters. Where a power to appoint a person to an office or position is conferred under this constitution (except the power to appoint a director under rule 9.2) the power includes, unless the contrary intention appears, a power to: appoint a person to act in the office or position until a person is appointed to the office or position; remove or suspend any person appointed (without prejudice to any rights or obligations under any contract between the person and the company); and appoint another person temporarily in the place of any person removed or suspended or in the place of any sick or absent holder of the office or position. (e) Where this constitution gives power to a person to delegate a function or power: the delegation may be concurrent with, or (except in the case of a delegation by the board) to the exclusion of, the performance or exercise of that function or power by the person; the delegation may be either general or limited in any way provided in the terms of delegation; the delegation need not be to a specified person but may be to any person holding, occupying or performing the duties of a specified office or position; Constitution of The Royal Automobile Club of Queensland Limited 3

9 (iv) (v) the delegation may include the power to delegate; and where performing or exercising that function or power depends on that person s opinion, belief or state of mind about a matter, that function or power may be performed or exercised by the delegate on the delegate s opinion, belief or state of mind about that matter. 2 Objects 2.1 Objects of company Operating as a mutual, the company s objects are to: (iv) (v) advance the interests of its members, motorists, motoring and mobility generally by building on the company's origins as a motoring club; provide members and other persons as the board deems appropriate with benefits, information, goods and services (subject to rule 3.2); advocate on behalf of its members, matters of public policy in relation to motoring, roads and safety, tourism, travel, transport and other matters the board determines to be relevant to members; develop and make available educational services and programmes to its members and the community relating to motoring, road use and other matters the board determines to be relevant to members; and support organisations and activities consistent with the above purposes or for the public good. To achieve these objects, the company may, without limitation: (iv) (v) harness the resources of the community in support of the objects in rule 2.1; establish and maintain affiliations and information exchange with other organisations having similar objects to those in rule 2.1; act as trustee of any trust the purpose of which relates to the objects in rule 2.1; promote the objects in rule 2.1; and do all other things incidental or conducive to the attainment of the objects in rule Separate objects Each of the objects in rule 2.1 is a separate object and the interpretation of each object is not to be limited by reference to any other object. Constitution of The Royal Automobile Club of Queensland Limited 4

10 3 No distributions 3.1 Promotion of the objects The company s income and property must only be applied towards promoting the company s objects set out in rule Payment of income or property to a member The company s income or property may only be paid or transferred, directly or indirectly, to a member for payments to a member: in return for services rendered by, or goods supplied, by the member to the company in the ordinary and usual course of business; or as principal payments on money lent by the member and interest payments if the interest is at a commercial rate. 4 Membership 4.1 Members The members are persons admitted to membership in accordance with this constitution. There is no limit to the number of members. The board (or its delegate) may in its absolute discretion make rules concerning: membership in a joint, group, primary and ancillary, or direct and indirect capacity; transfer between membership classes; whole or partial suspension of membership (including absentee member arrangements). In the event of concurrent admissions to membership: if one of the memberships is an ordinary voting membership - the ordinary voting membership shall prevail during the period of that ordinary voting membership and the member shall be deemed an ordinary voting member only; and if the memberships do not include an ordinary voting membership the membership class in which they have most recently been admitted shall prevail during the period of such membership class and the member shall be deemed a member in that class of membership only, unless the board (or its delegate) in its absolute discretion determines otherwise. 4.2 Ordinary voting members An ordinary voting member has the right to: receive notice of and to attend general meetings of the company; and Constitution of The Royal Automobile Club of Queensland Limited 5

11 vote at a general meeting of the company. 4.3 Ordinary non-voting members An ordinary non-voting member has the right to receive notice of and attend any general meeting of the company but is not entitled to: vote at any general meeting of the company; or call a general meeting of the company or be counted in determining the rights of members to call a general meeting. 4.4 Honorary membership The board may approve a person as an honorary member for such period as the board determines. An honorary member does not have the right to receive notice of, attend, or vote at any general meeting of the company. 4.5 Honorary life membership A member may be nominated to be an honorary life member by the board: by its own motion; or as a consequence of at least 30 Eligible Members making a recommendation to the board in that regard. A recommendation for the purposes of rule 4.5 must: (iv) be in writing addressed to the board; state the grounds upon which the recommendation is made; be signed by each member making the recommendation; and be received by the board, at the company s registered office by the date determined by the board from time to time or, if a date is not specified, not less than 120 days before the AGM at which approval of the honorary life member nomination is to be considered. The board may accept or reject any recommendation made for the purposes of rule 4.5. Where the board rejects a recommendation, an approval of that member as an honorary life member will not be considered at the AGM. If the board nominates a member to be considered for an honorary life member, or approve a member nomination, the notice of meeting convening the AGM: must state the name of the member who has been so nominated; and the grounds for the nomination. (e) A member may be approved as an honorary life member by a special resolution passed at the AGM. Constitution of The Royal Automobile Club of Queensland Limited 6

12 (f) An honorary life member has the same rights as ordinary voting members, except that such a member will not be required to pay any application or membership fees. 4.6 Other existing classes of membership Any other class of membership which exists at the date of the adoption of this constitution will continue to have the same rights and entitlements that existed prior to that date, unless otherwise determined in accordance with this constitution and the Corporations Act. 4.7 New classes of membership Without affecting any special rights previously conferred on existing members or class of members, but subject to the Corporations Act, the board may create new classes of membership with such preferred, deferred or other special rights or such restrictions, whether with regard to voting or otherwise, as the board determines from time to time. The rights attached to any class of membership are not varied by the creation of any new class of membership. 4.8 Patron The board may: appoint a patron at such time and for such periods as it deems fit; and remove any such patron at any time. 4.9 Application The board (or its delegate) may in its discretion determine qualifications for membership. An application for membership must be in a form the board approves together with: any other documents or evidence as to qualification for membership that the board requires; and any application fee and membership fee as required by the board from time to time. If the applicant is a body corporate it may upon application, and from time to time, nominate one individual (Representative) as the person authorised under the Corporations Act to represent it at meetings of members Admission to membership The board (or its delegate) may accept or reject an application for membership. The board (or its delegate) need not give a reason for rejecting an application for membership. If an application for membership is rejected, the secretary or their delegate must: give written notice of the rejection to the applicant; and refund any application fee and membership fee paid by the applicant, Constitution of The Royal Automobile Club of Queensland Limited 7

13 as soon as reasonably practicable. (e) If an application for membership is accepted, the secretary or their delegate must enter the member s name and details in the register of members. Admission to membership may be for such period as the board (or its delegate) in its discretion determines Notice by members Each member must promptly notify the secretary in writing of any change in their qualification to be a member. Each body corporate member must promptly notify the secretary in writing of any change in its Representative Fees Any application fee and membership fee payable by a member are determined by the board for each class of membership from time to time Resignation and termination of membership A person ceases to be a member if: (iv) they no longer meet the qualification requirements; they resign as a member by giving one months written notice to the company; they die; the board terminates their membership under rule The board (or its delegate) may in its discretion terminate a member s membership. Without limitation, the board may do so if the member: (iv) has membership fees in arrears; refuses or neglects to comply with this constitution, or rules or decisions under it; conducts themselves in a way the board (or its delegate) considers to be injurious or prejudicial to the company s character or interests; acts in a manner which is harmful, threatening or offensive towards the company, its officers, employees or agents, or another member in their capacity as a member. (e) The board (or its delegate) may in its discretion immediately suspend a member and their rights and privileges, or provision of some or all relevant member services, pending consideration of that member s future membership. The company must give the member written notice of a member s termination under rule A member whose membership ceases under rules 4.13 or 4.13 shall, unless the board determines otherwise, forfeit any application and membership fees they have paid Constitution of The Royal Automobile Club of Queensland Limited 8

14 and must if requested return to the company any property of the company which is in that member's possession, care or control. (f) (g) The board (or its delegate) may in its discretion decline to accept the renewal of any membership notwithstanding that payment may have been received by or on behalf of the company. Upon such refusal the person concerned shall cease to be a member of the company and shall forfeit all claims upon the company and its property and funds, other than a claim to a refund of the moneys (if any) paid in respect of the renewal which has been refused. Membership is not transferable other than as determined by the board (or its delegate). 5 Winding up 5.1 Limited liability on winding up If the company is wound up while a person is a member, or within one year after the person ceases to be a member, the person must contribute to the company s assets for the: payment of the company s debts and liabilities contracted before the person ceased to be a member; and costs of winding up. The maximum liability of each member under rule 5.1 is $ No distribution of profits to members on a winding up Any property remaining after the company s winding-up or dissolution and satisfaction of all its debts and liabilities, must not be distributed among members. Property referred to in rule 5.2 must be given to another fund, authority or institution: with objects similar to the company s objects; and whose constitution prohibits the distribution of its income and property among its members to an extent at least as great as is imposed on the company under this constitution. The fund, authority or institution to receive property under rule 5.2 must be decided upon: by the board at or before the time of the winding up or dissolution; or if no decision is made under rule 5.2, by the members by ordinary resolution; or if no decision is made under rules 5.2 and 5.2, by applying to the Supreme Court of Queensland for determination. Constitution of The Royal Automobile Club of Queensland Limited 9

15 6 General meetings 6.1 Calling general meetings A general meeting may only be called: by a directors resolution; or as otherwise provided in the Corporations Act. 6.2 Postponing or cancelling a meeting Subject to the Corporations Act, the board may in its discretion: adjourn or postpone a meeting of members; cancel a meeting of members; or change the place for a general meeting. 6.3 Notice of general meetings Notice of a general meeting must be given to each person who at the time of giving the notice is a member eligible to receive such notice under this constitution, a director or auditor of the company. The board may decide the content of a notice of a general meeting, but the notice must include the general nature of the business to be transacted at the meeting and any other matters required by the Corporations Act. Unless the Corporations Act provides otherwise: no business may be transacted at a general meeting unless the general nature of the business is stated in the notice calling the meeting; and except with the approval of the board or the chairman, no person may move any amendment to a proposed resolution the terms of which are set out in the notice calling the meeting or to a document which relates to that resolution and a copy of which has been made available to members to inspect or obtain. A person may waive notice of any general meeting by written notice to the company. 6.4 Non-receipt of notice Subject to the Corporations Act, the: non-receipt of a notice of any general meeting by; or accidental omission to give notice to, any person entitled to notice does not invalidate anything done (including the passing of a resolution) at that meeting. A person s attendance at a general meeting waives any objection that person may have to: Constitution of The Royal Automobile Club of Queensland Limited 10

16 a failure to give notice, or the giving of a defective notice, of the meeting unless the person at the beginning of the meeting objects to the holding of the meeting; and the consideration of a particular matter at the meeting which is not within the business referred to in the notice of the meeting, unless the person objects to considering the matter when it is presented. 6.5 Admission to general meetings The chairman of a general meeting may refuse admission to, or require to leave and remain out of, the meeting any person: (iv) (v) (vi) in possession of a pictorial-recording or sound-recording device; in possession of a placard or banner; in possession of an article considered by the chairman to be dangerous, offensive or liable to cause disruption; who refuses to produce or permit examination of any article, or the contents of any article, in the person s possession; who behaves or threatens to behave in a dangerous, offensive or disruptive way; or who is not entitled to receive notice of the meeting. The chairman may delegate the powers conferred by this rule to any person. A person, whether a member or not, requested by the board or the chairman to attend a general meeting is entitled to be present and, at the request of the chairman, to speak at the meeting. 6.6 Multiple venues If the chairman of a general meeting considers that there is not enough room for the members who wish to attend the meeting, they may arrange for any person whom they consider cannot be seated in the main meeting room to observe or attend the general meeting in a separate room. Even if the members present in the separate room are not able to participate in the conduct of the meeting, the meeting is nevertheless treated as validly held in the main room. If a separate meeting place is linked to the main place of a general meeting by an instantaneous audio-visual communication device which, by itself or in conjunction with other arrangements: gives the general body of members in the separate meeting place a reasonable opportunity to participate in proceedings in the main place; enables the chairman to be aware of proceedings in the other place; and enables the members in the separate meeting place to vote on a show of hands or on a poll, Constitution of The Royal Automobile Club of Queensland Limited 11

17 a member present at the separate meeting place is taken to be present at the general meeting and entitled to exercise all rights as if he or she was present at the main place. If, before or during the meeting, any technical difficulty occurs where one or more of the matters set out in rule 6.6 is not satisfied, the chairman may: adjourn the meeting until the difficulty is remedied; or continue to hold the meeting in the main place (and any other place which is linked under rule 6.6) and transact business, and no member may object to the meeting being held or continuing. Nothing in rule 6.6 or rule 6.10 is to be taken to limit the powers conferred on the chairman by law. 6.7 Quorum at general meetings No business may be transacted at a general meeting, except the election of a chairman and the adjournment of the meeting, unless a quorum of members is present when the meeting proceeds to business. A quorum for a general meeting is ten Eligible Members. If a quorum is not present within 30 minutes after the time appointed for the general meeting: where the meeting was called at the request of members, the meeting must be dissolved; or in any other case: (A) (B) the meeting stands adjourned to the day, and at the time and place, the directors present decide; or if they do not make a decision, to the same day in the next week at the same time and place. At an adjourned meeting, if a quorum is not present within 30 minutes after the time appointed for the meeting, the meeting must be dissolved. 6.8 Chairman The chairman of the board is entitled to take the chair at every general meeting. If at any general meeting: the chairman of the board is not present at the specified time for holding the meeting; or the chairman of the board is present but is unwilling to act as chairman of the meeting, the chairman of the board wishes to appoint an acting chairman for any item of business or discrete part of the meeting under rule 6.9; Constitution of The Royal Automobile Club of Queensland Limited 12

18 the deputy chairman of the board is entitled to take the chair at, or for the relevant portion of, the meeting. If at any general meeting: there is no chairman of the board or deputy chairman of the board; the chairman of the board and deputy chairman of the board are not present at the specified time for holding the meeting; or the chairman of the board and the deputy chairman of the board are present but each is unwilling to act as chairman of the meeting, 6.9 Acting chairman the directors present may choose another director as chairman of the meeting and if no director is present or if each of the directors present are unwilling to act as chairman of the meeting, a member chosen by the members present is entitled to take the chair at the meeting. A chairman of a general meeting may, for any item of business or discrete part of the meeting, vacate the chair in favour of another person nominated by him or her (Acting Chairman). Where an instrument of proxy appoints the chairman as proxy for part of the proceedings for which an Acting Chairman has been nominated, the instrument of proxy is taken to be in favour of the Acting Chairman for the relevant part of the proceedings Conduct at general meetings The chairman of a general meeting: has charge of the general conduct of the meeting and the procedures applicable to the meeting; may require the adoption of any procedure which is in the chairman s opinion necessary or desirable for proper and orderly debate or discussion and the proper and orderly casting or recording of votes at the general meeting; and may, having regard where necessary to the Corporations Act, terminate discussion or debate on any matter whenever the chairman considers it necessary or desirable for the proper conduct of the meeting, and a decision by the chairman under this rule is final Adjournment and postponement by the chairman Despite rule 6.2, where the chairman considers that: there is not enough room for the number of members who wish to attend the meeting; or a postponement is necessary in light of the behaviour of persons present or for any other reason so that the business of the meeting can be properly carried out, Constitution of The Royal Automobile Club of Queensland Limited 13

19 the chairman may postpone the meeting before it has started, whether or not a quorum is present. A postponement under rule 6.11 is to another time, which may be on the same day as the meeting, and may be to another place (and the new time and place is taken to be the time and place for the meeting as if specified in the notice which called the meeting originally). The chairman may at any time during the course of the meeting: adjourn the meeting or any business, motion, question or resolution being considered or remaining to be considered by the meeting either to a later time at the same meeting or to an adjourned meeting; and for the purpose of allowing any poll to be taken or determined, suspend the proceedings of the meeting for any period or periods he or she decides without effecting an adjournment. No business may be transacted and no discussion may take place during any suspension of proceedings unless the chairman otherwise allows. (e) (f) The chairman s rights under rules 6.11 and 6.11 are exclusive and, unless the chairman requires otherwise, no vote may be taken or demanded by the members present about any postponement, adjournment or suspension of proceedings. Only unfinished business may be transacted at a meeting resumed after an adjournment. Where a meeting is postponed or adjourned for 30 days or more, details of the postponed or adjourned meeting may be given by posting them on the company s website or an advertisement in a newspaper or newspapers circulating in the districts of the member's registered addresses Decisions at general meetings Except where a resolution requires a special majority, questions arising at a general meeting must be decided by a majority of votes cast by the members present at the meeting. A decision made in this way is, for all purposes, a decision of the members. If the votes are equal on a proposed resolution, the chairman of the meeting has a casting vote, in addition to any deliberative vote. A resolution put to the vote of a general meeting must be decided on a show of hands unless a poll is demanded: before the show of hands is taken; before the result of the show of hands is declared; or immediately after the result of the show of hands is declared When poll may be demanded No poll may be demanded on the election of a chairman of a meeting. Otherwise, a poll may be demanded by: the chairman; Constitution of The Royal Automobile Club of Queensland Limited 14

20 at least five Eligible Members; or by Eligible Members with at least 5% of the votes of the Eligible Members present at the meeting, in person or by proxy, attorney or Representative, that may be cast on the resolution on a poll. (e) (f) A demand for a poll does not prevent a general meeting continuing to transact any business except the question on which the poll is demanded. Unless a poll is duly demanded, a declaration by the chairman of a general meeting that a resolution has on a show of hands been carried or carried unanimously, or carried by a particular majority, or lost, and an entry to that effect in the company s minute book is conclusive evidence of the fact without proof of the number or proportion of the votes recorded for or against the resolution. If a poll is duly demanded at a general meeting, it must be taken in the way and either at once or after an interval or adjournment as the chairman of the meeting directs. The result of the poll as declared by the chairman is the resolution of the meeting at which the poll was demanded. The demand for a poll may be withdrawn with the chairman s consent. Despite anything to the contrary in this constitution, the board may decide that, at any general meeting or class meeting, a member who is entitled to attend and vote on a resolution at that meeting is entitled to a direct vote for that resolution to be conducted in accordance with rule Voting rights Subject to this constitution and to any rights or restrictions attached to any class of membership, at a general meeting: (iv) on a show of hands, each member present has one vote; where a person is entitled to vote by virtue of rule 7.1 in more than one capacity, that person is entitled only to one vote on a show of hands; if the person appointed as proxy has two or more appointments that specify different ways to vote on a resolution, the proxy must not vote on a show of hands; and on a poll, each member present in person or by proxy, attorney or Representative has one vote. A member is not entitled to vote: if the membership fee or other amount payable to the company has not been duly paid by that member; during a period of three months after the date of their approval as a member under rule 4.10; on a resolution if, under the Corporations Act, the notice which called the meeting specified that: Constitution of The Royal Automobile Club of Queensland Limited 15

21 (A) (B) the member must not vote or must abstain from voting on the resolution; or a vote on the resolution by the member must be disregarded for any purposes. If the member referred to in rule 6.14, in person or by acting as proxy, attorney or Representative, tenders a vote, their vote must not be counted. An objection to the validity of a vote tendered at a general meeting must be: raised before or immediately after the result of the vote is declared; and referred to the chairman of the meeting, whose decision is final. (e) (f) A vote tendered, but not disallowed by the chairman of a meeting under rule 6.14, is valid for all purposes, even if it would not otherwise have been valid. The chairman may decide any difficulty or dispute which arises as to the number of votes which may be cast by or on behalf of any member and the decision of the chairman is final Representation at general meetings Subject to this constitution, each Eligible Member may vote: in person or, where a member is a body corporate, by its Representative; by not more than one proxy; or by not more than one attorney. A proxy, attorney or Representative may, but need not, be a member Class meetings The provisions of this constitution about general meetings apply, with necessary changes, to separate class meetings as if they were general meetings Voting where the member is of unsound mind If a member is: of unsound mind; a patient under laws relating to mental health; or whose estate is administered under the laws about mental health, their trustee or guardian or other person who has the management of their property, may exercise the rights of the member at a general meeting as if the trustee or guardian or other person were the member. The trustee, guardian or other person must first give the board the information they reasonably require to establish their entitlement to act on behalf of the member. Constitution of The Royal Automobile Club of Queensland Limited 16

22 7 Proxies, attorneys and representatives 7.1 Appointment instruments An instrument appointing a proxy, attorney or Representative is valid if it is under the Corporations Act or in any form approved by the board. For the purposes of rule 7.1, a proxy appointment received at an electronic address specified in the notice of general meeting for the receipt of a proxy appointment or otherwise received by the company under the Corporations Act is taken to have been signed if the appointment: includes or is accompanied by a personal identification code allocated by the company to the member making the appointment; has been authorised by the member in another manner approved by the board and specified in or with the notice of meeting; or is otherwise authenticated under the Corporations Act. Unless the instrument or resolution appointing a proxy, attorney or Representative provides otherwise, the proxy, attorney or Representative has the same rights to speak, demand a poll, join in demanding a poll or act generally at the meeting as the member would have had if the member was present. Unless otherwise provided in the appointment of a proxy, attorney or Representative, an appointment is taken to confer authority: to do any of the acts specified in rule 7.1(e), even though the instrument may refer to specific resolutions and may direct the proxy, attorney or Representative how to vote on those resolutions; and to attend and vote at a rescheduled or adjourned meeting or at a new venue, even though the instrument may refer to a specific meeting to be held at a specified time or venue, where the meeting is rescheduled or adjourned to another time or changed to another venue. (e) The acts referred to in rule 7.1 are: to vote on any amendment moved to the proposed resolutions and on any motion that the proposed resolutions not be put or any similar motion; to vote on any procedural motion, including any motion to elect the chairman, to vacate the chair or to adjourn the meeting; and to act generally at the meeting. (f) (g) A proxy form issued by the company must allow for the insertion of the name of the person to be primarily appointed as proxy and may provide that, in circumstances and on conditions specified in the form that are not inconsistent with this constitution, the chairman of the relevant meeting (or another person specified in the form) is appointed as proxy. A proxy or attorney may not vote at a general meeting or adjourned or postponed meeting or on a poll unless the instrument appointing the proxy or attorney, and the Constitution of The Royal Automobile Club of Queensland Limited 17

23 authority under which the instrument is signed or a certified copy of the authority, are received by the company: at least 48 hours (or, in the case of an adjournment or postponement of a meeting, including an adjourned meeting, any lesser time that the board or the chairman of the meeting decides) before the time for holding the meeting or adjourned or postponed meeting or taking the poll, as applicable; or where rule 7.1(j) applies, any shorter period before the time for holding the meeting or adjourned or postponed meeting or taking the poll, as applicable, as the board (or its delegate) determines in its discretion. (h) (j) A document is received by the company under rule 7.1(g) when it is received under the Corporations Act, and to the extent permitted by the Corporations Act, if the document is produced or the transmission of the document is otherwise verified to the company in the way specified in the notice of meeting. The board (or its delegate) may clarify with a member any instruction on an appointment of proxy or attorney which is received by the company within a period referred to in rule 7.1(g) or 7.1(g) as applicable by written or verbal communication. The board (or its delegate), at its discretion, is entitled to amend the contents of any appointment of proxy or attorney to reflect any clarification in instruction and the member at that time is taken to have appointed any director or the secretary as its attorney for this purpose. Where an instrument appointing a proxy or attorney has been received by the company within the period specified in rule 7.1(g) and the board (or its delegate) considers that the instrument has not been duly signed, the board (or its delegate), in its discretion, may: return the instrument appointing the proxy or attorney to the appointing member; and request that the member duly sign the appointment and return it to the company within the period determined by the board (or its delegate) under rule 7.1(g) and notified to the member. (k) (l) An instrument appointing a proxy or attorney which is received by the company under rule 7.1(j) is taken to have been validly received by the company. The appointment of a proxy or attorney is not revoked by the appointer attending and taking part in the general meeting, but if the appointer votes on a resolution, the proxy or attorney is not entitled to vote, and must not vote, as the appointer s proxy or attorney on the resolution. 7.2 Revocation and postponement of the appointment Unless written notice of the matter has been received at the company s registered office (or at another place specified for lodging an appointment of a proxy or attorney for the meeting) at least 48 hours (or, in the case of an adjournment or postponement of a meeting, any lesser time that the board or the chairman of the meeting decide) before the time for holding a meeting, adjourned meeting or poll, a vote cast by a proxy or attorney is valid even if, before the vote is cast: an event described in rules 4.13 to 4.13(iv) occurs to the member; Constitution of The Royal Automobile Club of Queensland Limited 18

24 the member revokes the appointment of the proxy or attorney or revokes the authority under which a third party appointed the proxy or attorney; or the member has issued a clarifying instruction under rule 7.1. Where authority is given to a proxy, attorney or Representative for a meeting to be held on or before a specified date or at a specified place and that meeting is postponed to a later date or the meeting place is changed, the authority is taken to include authority to act at the rescheduled meeting unless the member granting the authority gives the company notice to the contrary under rule 7.1(g). 7.3 Chairman may make a determination The chairman of a meeting may require a person acting as a proxy, attorney or Representative to establish to the chairman s satisfaction that the person is the person duly appointed to act. If the person fails to satisfy the requirement, the chairman may exclude the person from attending or voting at the meeting. The chairman may delegate his or her powers under rule 7.3 to any person. 8 Direct voting 8.1 Board may decide direct voting to apply A direct vote includes a vote delivered to the company by post, fax or other electronic means approved by the board. The board may determine that members may cast votes to which they are entitled on any or all of the resolutions (including special resolutions) proposed to be considered at, and specified in the notice convening, a meeting of members, by direct vote. If the board decides that votes may be cast by direct vote, the board may make the regulations, rules and procedures it considers appropriate for the casting of direct votes, including specifying the form, method and timing of giving a direct vote at a meeting for the vote to be valid. 8.2 Counting of direct votes Unless otherwise determined by the board, direct votes are not counted if a resolution is decided on a show of hands. Subject to rules 8.3 and 8.4, if a poll is held on a resolution, votes cast by direct vote by a member entitled to vote on the resolution are taken to have been cast on the poll as if the member had cast the votes on the poll at the meeting, and the votes of the member are to be counted accordingly. A direct vote received by the company on a resolution is taken to be a direct vote on that resolution as amended, if the chairman of the meeting decides this is appropriate. Receipt of a direct vote from a member has the effect of revoking (or, in the case of a standing appointment, suspending) the appointment of a proxy, attorney or representative made by the member under an instrument received by the company before the direct vote was received. Constitution of The Royal Automobile Club of Queensland Limited 19

25 8.3 Withdrawal of direct vote A direct vote received by the company: may be withdrawn by the member by written notice received by the company before the time appointed for the commencement of the meeting (or in the case of any adjournment, the resumption of the meeting); and is automatically withdrawn if: the member attends the meeting in person (including, in the case of a body corporate, by Representative); the company receives from the member a further direct vote or direct votes (in which case the most recent direct vote is, subject to this rule, counted in lieu of the prior direct vote); or the company receives, after the member s direct vote is received, an instrument under which a proxy, attorney or representative is appointed to act for the member at the meeting under rule 7.1(g). A direct vote withdrawn under this rule is not counted. 8.4 Vote not affected by death, etc. of a member A direct vote received by the company is valid even if, before the meeting, the member: dies or becomes mentally incapacitated; become bankrupt or an insolvent under administration or is wound up; or where the direct vote is cast on behalf of the member by an attorney, revokes the appointment of the attorney or the authority under which the appointment was made by a third party, unless the company has received written notice of the matter before the start or resumption of the meeting at which the vote is cast. 9 Board 9.1 Number of directors Subject to rules 9.1 and 9.1, the minimum number of directors is six. The company, in a general meeting, may resolve to increase or decrease the minimum number of directors. The maximum number of directors that may be appointed by the board pursuant to rule 9.3 is three, provided that at all times directors representing a Zone must constitute a majority of the board. 9.2 Power to appoint directors The board may appoint a person who is eligible under rule 9.3 to be a director (and in respect of rule 9.3 as if the reference to be elected in rule 9.3 was replaced by Constitution of The Royal Automobile Club of Queensland Limited 20

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