(A) 1. NAME CARAVAN INDUSTRY ASSOCIATION WESTERN AUSTRALIA INCORPORATED CONSTITUTION The name of the Association is Caravan Industry Association Western Australia (Incorporated). The official abbreviation is CIAWA. 2. DEFINITIONS / INTERPRETATIONS a) Absolute Majority means a majority of all Board Members whether those Board Members are present at a Board Meeting or not. b) Act means the Associations Incorporations Act 1987 (WA). c) Associate Member means a person, firm, company or organisation that satisfies the requirements of sub-rule 5.B. and whose application for membership is accepted by the Board under sub-rule 5.F. d) Association means Caravan Industry Association Western Australia (Inc). e) Board means the Board of the Association elected under rule 6. f) Annual General Meeting is the meeting convened under rule 12. g) Caravan includes camper-trailer, tent-trailer, 5 th wheeler, slide-on-camper, campervan, motorhome, relocatable home or park home. h) Caravan Park or Parks or Camp Sites, includes tourist parks, mixed parks, residential parks, park home parks, lifestyle villages and camp sites currently operating under the Caravan Park and Camping Grounds Act 1995. i) Board Meeting is the meeting of the Board convened under rule 11. j) Board Member means a member of the Board elected under rule 6. k) Chief Executive Officer of the Association means the Chief Executive Officer appointed under rule 6. l) General Member means a person, firm, company or organisation that satisfies the requirements of sub-rule 5.A. and whose application for membership is accepted by the Board under sub-rule 5.F. m) Honorary Member means a person, firm, company or organisation that is appointed by the Board under sub-rule 5.D. n) Life Member means a person, firm, company or organisation that is elected by sub-rule 5.E. o) Member means a General Member, Associate Member, Reciprocal Member, Honorary Member or Life Member or his/her/their nominated representative under rule 5.F a) 2. p) Reciprocal Member means a person, firm, company or organisation that satisfies the requirements of sub-rule 5.C. and whose application for membership is accepted by the Board under sub-rule 5.F. 1 of 16
q) Register means the register of Members referred to in sub-rule 28 a). r) Special General Meeting is the meeting convened under rule 13. s) Special Resolution means a resolution passed by a majority of not less than threefourths of the Members at a General Meeting of the Association who are entitled under these rules to vote and vote in person or by postal vote, at the said meeting of the Association of which notice specifying the intention to propose the resolution as a special resolution was given in accordance with these rules. t) Code of Conduct means the Code of Conduct of the Association which may be amended or added to from time to time by the Board as it deems appropriate. u) Trades means persons, firms, companies or organisations who manufacture, repair, sell or hire caravans and camping equipment or caravan and camping accessories, or other products or services that are regarded by the Association as closely related to the caravan industry but excludes only those engaged with the ownership and/or operation of Caravan Park or Camp Site. v) In these rules 1. headings, underlining, numberings, typesetting styles and layouts are for convenience only and do not affect the interpretation of this constitution; 2. words importing the singular include the plural and vice versa; 3. words importing a gender include both genders; 4. a reference to a statute includes all statutes, regulations, proclamations, ordinances or by-laws varying, consolidating or replacing it and the reference to a statute includes all regulations, proclamations, ordinances or by-laws issued under that statute; 5. a reference to a function includes a reference to a power, authority and duty; and 6. a reference to the exercise of a function includes, where the function is a power, authority or duty, a reference to the exercise of the power or authority or the performance of the duty. 3. AIM AND PURPOSE OF THE ASSOCIATION The aim and purpose of the Association shall be: To protect and promote the interests of persons, firms, companies or organisations who promote the development of tourism in Western Australia in the caravan industry through either owning and/or operating of Caravan Parks and / or Camp sites or by the manufacture, repair, sale or hiring of caravans and camping equipment or caravan and camping accessories or by the provision of related products and services considered by the Association as closely related to the caravan industry for the development of caravan tourism. In furtherance of the Association s aim and purpose the Association shall provide Members with support and assistance in the following: a) To consider all matters connected with the manufacture, repair, sale or hire of caravans and camping equipment, caravan and camping accessories; the operation of caravan and tourist parks, park home parks and lifestyle villages and the provision of other closely related products or services to the caravan industry. b) To promote fair dealing and closer relations and co-operation between all sections of the caravan industry and with the public. 2 of 16
c) To promote support or oppose legislation or other measures affecting or likely to affect the business of Members. d) To collect and circulate statistics and other information as may be calculated to be of advantage to Members. e) To represent the interests of Members at any meetings with associations, government departments or other bodies. f) To form a code of practice whereby the transactions of business relating to the aforesaid matters may be simplified or facilitated. g) To do all such lawful things as may be conducive to the extension of such business or trade or incidental to the attainment of the aforesaid roles. h) To establish industry standards and practices which will enhance the promotion and development of tourism through caravanning and camping. 4. POWERS OF ASSOCIATION & NOT FOR PROFIT A. POWERS The powers conferred on the Association are the same as those conferred by section 13 of the Act, so that subject to the Act and any additions, exclusions or modifications inserted below, the Association may do all things necessary or convenient for carrying out its aims and purposes, and in particular, may a) acquire, hold, deal with, and dispose of any real or personal property; b) open and operate bank accounts; c) invest its money 1. in any security in which trust monies may be lawfully invested; or 2. in any other manner authorised by the rules of the Association; d) borrow money upon such terms and conditions as the Association thinks fit; e) give such security for the discharge of liabilities incurred by the Association as the Association thinks fit; f) appoint agents to transact any business of the Association on its behalf; g) enter into any other contract it considers necessary or desirable; and h) may act as trustee and accept and hold real and personal property upon trust, but does not have power to do any act or thing as a trustee that, if done otherwise, would contravene this Act or the rules of the Association. B. NOT FOR PROFIT a) The property and income of the Association must be applied solely towards promoting the aim and purpose of the Association and no part of that property or income may be paid or otherwise distributed, directly or indirectly to any Member, except those made in good faith in promoting the aim and purpose of the Association and in compliance with the Act. 5. MEMBERSHIP A. GENERAL MEMBER Any person, firm, company or organisation whose principal business activity is: a) 1. the manufacture or repair of caravans and camping equipment or caravan and camping accessories; 2. the hiring, insuring and financing of caravans and camping equipment or caravan and camping accessories; 3. the selling of caravans and camping equipment; 4. the ownership and / or operation of a caravan park or camp site; or 3 of 16
b) the provision of products or services to the caravan industry (where the principal business activity is regarded by the Association to be closely related to the caravan industry) may apply to be a General Member of the Association. B. ASSOCIATE MEMBER An Associate Member may be any person, firm, company or organisation, not eligible to be a General Member, that is engaged in or associated with providing products or services to the caravan industry or uses the products or services of the caravan industry, who has applied to be an Associate Member and who has been accepted by the Board of the Association as a Member under rule 5.F.; An Associate Member shall enjoy the same privileges and be subject to the same obligations as a General Member save that he / she shall have no voting rights. An Associate Member is not eligible for nomination or appointment to the Board or to nominate a person to the Board. C. RECIPROCAL MEMBER A Reciprocal Member may be any person, firm, company or organisation, not eligible to be a General Member, who: a) provides membership of their firm, company or organisation in exchange for membership of the Association; or b) provides goods or services in exchange for membership of the Association. A Reciprocal Member shall enjoy all the same privileges and be subject to the same obligations as a General Member save that he/she shall be exempt from payment of the annual subscription and have no voting rights. A Reciprocal Member is not eligible for nomination or appointment to the Board or to nominate a person to the Board. D. HONORARY MEMBER The Board may for outstanding services rendered to the Association elect, by Absolute Majority any person or nominee of any firm, company or organisation who has satisfied the prescribed qualifications set by the Board for selection of Honorary Members, to be an Honorary Member of the Association for life, or any lesser period. An Honorary Member shall enjoy the same privileges and be subject to the same obligations as a General Member save that he/she shall be exempt from payment of the annual subscription, shall have no voting rights and is not eligible for nomination or appointment to the Board or to nominate a person to the Board. The Board may at any time, without being obliged to give any reason for so doing, cancel the membership of an Honorary Member by Absolute Majority. E. LIFE MEMBER The Board may, for distinguished services rendered to the Association, propose for election at the Annual General Meeting, any person or the nominee of any company or organisation who is a General Member and who has satisfied the prescribed qualifications set by the Board for election of Life Members, to be a Life Member of the Association for life. 4 of 16
A Life Member shall enjoy the same privileges and be subject to the same obligations as a General Member save that he / she shall be exempt from payment of the annual subscription. Life members may hold office and have full voting rights. An Absolute Majority of the Board must be obtained on any particular nominee, who is proposed for election by Members at an Annual General Meeting. The Board may at any time, without being obliged to give any reason for so doing, cancel the membership of the Life Member by Absolute Majority. F. APPLICATION FOR MEMBERSHIP All applications for membership: a) Shall be in writing in the prescribed form accompanied by the annual membership fee and shall state: 1. the name and address of the applicant; and 2. if applicable, the name of at least one representative who is a principal of the applicant and who is authorised to commit his or her organisation in matters pertaining to the affairs of the Association. 3. the principal objects and activities of the applicant s business together with a profile of the applicant. b) Shall be subject to acceptance by an Absolute Majority of the Board providing that the applicant qualifies for the membership and pays the annual subscription prescribed for that class of membership (if any) and providing that the Board shall not be bound to assign any reason for refusing to accept any person, firm, company or organisation as a Member and the decision of the Board shall be final. If the representative of the Member as nominated in accordance with subrule 5.F. a) 2. above changes during the term of membership, the Member must notify the Association of the new representative. 6. THE BOARD AND THE EXECUTIVE AND THEIR POWERS A. THE BOARD AND THE EXECUTIVE a) The members of the Association who are eligible to vote shall elect a Board to fulfil the aim and purpose of the Association. Subject to this rule, the Board shall consist of a President, a Vice-President (Parks), a Vice-President (Trades), six (6 )other members and the Immediate Past President. b) Any financial General Member of the Association or a duly appointed representative of a financial General Member, appointed under clause 5.F. a) 2. (hereinafter referred to collectively as General Member in this rule) shall be eligible for any position on the Board. c) The President and the two (2) Vice-Presidents shall be elected for a term of one year. The remaining six (6) Board members shall be elected for two year terms, with three (3) such members being elected in alternate years. d) The President, the two (2) Vice-Presidents and three (3) Board members shall be elected at the Annual General Meeting of the Association by Members eligible to vote at that meeting. 5 of 16
e) The Chief Executive Officer shall cause a request for nominations for the available positions on the Board to be sent to General Members at least twenty-one (21) days before the day on which the Annual General Meeting is to be held. f) A General Member is not eligible for election to the Board unless another General member has nominated him or her for election by delivering notice in writing of that nomination signed by: 1. the nominator; and 2. the nominee (to signify his or her willingness to stand for election) to the Chief Executive Officer at least fourteen (14) days before the day on which the Annual General Meeting is to be held. g) A General Member who is eligible for election or re-election under this rule may: 1. propose or second himself or herself for election or re-election; and 2. vote for himself or herself. h) A retiring Board member is eligible for re-election, provided that a President shall not serve for more than three (3) consecutive terms on the Board and shall not seek nomination for the post of President for a period of at least two (2) years following the end of his / her third term. i) A sitting Board member (whose position is not up for election) may nominate for the position of President or of Vice-President (Parks) or Vice- President (Trades). In the event the sitting Board member is not elected to the position nominated, that Board member shall retain his / her position as a Board member until the end of his / her original term. j) The Chief Executive Officer shall cause the list of nominees for the available positions on the Board to be sent to Members at least eight (8) days before the day on which the Annual General Meeting is to be held. k) If the number of General Members nominated in accordance with sub-rule 6 f) for election to the available positions on the Board does not exceed the number of vacancies in those positions to be filled, the chairperson of the Annual General Meeting must declare those Members to be duly elected to those positions as members of the Board. l) If vacancies remain on the Board after the declaration under sub-rule 6 k), additional nominations for the available positions on the Board may be accepted from the floor of the Annual General Meeting. If such nominations from the floor do not exceed the number of vacancies, the chairperson must declare those persons to be duly elected to the Board. Where the number of nominations from the floor or in accordance with sub-rule 6 f) exceeds the remaining number of vacancies for the available positions on the Board, elections for those positions must be conducted by secret ballot at the Annual General Meeting. If any candidates receive an equal number of votes, the successful candidate shall be determined by a second ballot or further ballots between the candidates with the equal number of votes until a clear winner is determined. m) The Board shall appoint from the Board members a Treasurer at the next Board meeting following the Annual General Meeting, provided that a Board member shall not be appointed for more than two (2) consecutive years as Treasurer. 6 of 16
n) The Board may from time to time appoint at its discretion any General Member to the Board for specific purposes for no longer than a two year period. Any persons appointed in this manner do not have voting rights on any matter before the Board. o) A casual vacancy occurs in the office of a Board member and that office of the Board member becomes vacant if the Board member: 1. dies; 2. resigns by notice in writing delivered to the Chief Executive Officer; 3. is convicted of an offence under the Act or of a serious criminal offence; 4. is permanently incapacitated by mental or physical ill-health; 5. fails to comply with the provisions of this Constitution, the Association s Code of Conduct or the Act; 6. is absent from more than; i. three (3) consecutive Board meetings without leave of absence that has been granted by the Board; or ii. two (2) Board meetings in the same financial year without tendering an apology to the person presiding at each of those Board meetings; of which meetings the Board member received notice, and the Board has resolved to declare the office vacant. p) The Board may co-opt General Members onto the Board from time to time to fill casual vacancies. The co-opted Member is co-opted until the date of the next Annual General Meeting only and is thereafter eligible to nominate for a position on the Board. Any co-opted Member has full voting rights on any matter before the Board. q) a retiring President will serve on the Board as the Immediate Past President for a one (1) year term immediately following his/her retirement and have full voting rights on all matters before the Board. r) THE EXECUTIVE There shall be an Executive comprising the following persons: 1. The President 2. The Vice-President (Trades) 3. The Vice-President (Parks) 4. The Treasurer 5. One (1) Board Member elected by the Board annually at the next Board meeting following the Annual General Meeting. s) THE PRESIDENT 1. The President will preside at all meetings of the Board and the Executive. If the President is not present within 15 minutes of the time appointed for the meeting or is unable or unwilling to preside, the following may preside in the following order: i) Vice-President (Trades) ii) Vice-President (Parks) iii) Treasurer iv) A Board Member chosen by a majority of Board members present at the Board or Executive meeting. 7 of 16
2. The President i) will be responsible for the general conduct of and for the procedures to be adopted at all Board and Executive meetings including the application of Standing Orders and may make rulings on any points of procedure or order which in his/her opinion are desirable or necessary for proper and orderly debate or discussion at the meetings. ii) may admit observers to and may exclude observers from any Board or Executive meetings. iii) may, subject to the Act, terminate debate or discussion on any matter or defer a motion to a later date whenever he/she considers it necessary or desirable for the proper conduct of a Board or Executive meeting. A decision by the President under this rule (rule 6A s) 2. i), ii) and iii) ) is final. 3. If there is an equality of votes at a Board or Executive meeting, the President is entitled to a casting vote in addition to his entitled vote. 4. The President will be the spokesperson for the Board and the Association. The President can nominate another Board member or the Chief Executive Officer to represent him/her as the spokesperson in his/her absence or when deemed necessary. t) VICE-PRESIDENT (TRADES) 1. The Vice-President (Trades) will be the chair of and preside at all meetings of the Trades Standing Committee. In his/her absence a Board Member chosen by the majority of members present at the Trades Standing Committee meeting, may preside at that meeting. u) VICE-PRESIDENT (PARKS) 1. The Vice-President (Parks) will be the chair of and preside at all meetings of the Parks Standing Committee. In his/her absence a Board Member chosen by a majority of members present at a Parks Standing Committee meeting, may preside at that meeting. v) TREASURER 1. The Treasurer is primarily responsible for managing the finances of the Association and is responsible to the Association and the Board for; i) maintaining all financial records ii) monitoring the income and expenditure of the Association. iii) keeping the Association and the Board informed of the financial position of the Association and presenting the financial report to the Annual General Meeting. 2. The Treasurer i) will chair and preside at all meetings of the Finance & Audit Standing Committee. 8 of 16
ii) together with the Chief Executive Officer and the Finance & Audit Standing Committee will be responsible for developing and preparing the Association s annual budget and the budgets for all events and projects. iii) together with the Finance & Audit Standing Committee will be responsible for : the allocation of funds; monitoring and scrutinizing all income and expenditure of the Association; ensuring compliance with the requirements of the Act and this Constitution in relation to financial accounting and reporting to members. w) CHIEF EXECUTIVE OFFICER 1. The Board shall appoint from time to time a Chief Executive Officer for the Association and any other paid officers or staff as may be required to conduct the affairs of the Association and may also terminate such appointments. 2. The Chief Executive Officer shall be responsible for fulfilling the directives of the Board and the Executive and implementing the policies, plans and decisions of the Association and the Board in accordance with directions from the Executive and will assist the Board, the Executive, the President and the Committees in their conduct of the various activities of the Association and may be delegated the responsibility for managing the day to day operations of the Association, which include; i. managing the administrative affairs of the Association and the Board. ii. managing, supervising and assessing the work and performance of all other staff employed by the Association and directing their work in the conduct of the Association s operations in accordance with directions from the Executive. 3. The Board may confer on the Chief Executive Officer such other responsibilities, duties, powers and authorities as may be appropriate and can vary or withdraw these responsibilities, duties, powers and authorities as it deems fit. 4. The Chief Executive Officer in the exercise of his/her responsibilities, duties, powers and authorities is subject to the control of the Board and is responsible and reports to the Board generally and to the President specifically, on all matters relating to the Association. B. POWERS OF THE BOARD a) The aim and purpose and the objects of the Association are to be fulfilled by the Board. The Board is empowered to conduct and manage the affairs and business of the Association and can exercise all the powers of the Association that this Constitution and the Act do not expressly require to be exercised by members at a General Meeting. b) The Board may, without limiting its powers; 1. exercise all the powers of the Association as enumerated in rule 4A herein. 9 of 16
2. employ and dismiss staff, including the Chief Executive Officer, that are required for the conduct of the Association s business and shall determine the terms and conditions of their employment and also contract out work to independent contractors or consultants when deemed necessary. 3. acquire and operate equipment and incur all necessary expenses for the effective operation of the Association s activities. 4. refer any matter before it for further consideration and report by the Executive or any of its Committees and may confer such of its powers or authorities as may be appropriate and lawful on the Executive or the Chief Executive Officer, where appropriate, and can vary or withdraw any of these powers or authorities as it deems fit. C. POWERS OF THE EXECUTIVE a) The day to day operations of the Association will be directed by the Executive. It can exercise all the powers of the Association as enumerated in rule 4A herein that this Constitution and the Act do not require to be exercised by the Board or by members at a General Meeting. A meeting of the Executive can be convened on one (1) days notice or on an urgent basis. b) The Executive 1. must manage and attempt to resolve all matters of an urgent nature affecting the Association or its members, occurring between Board meetings. 2. can scrutinize any decisions that are to be made or are made on behalf of the Association, together with the Constitution and Governance Standing Committee or on its own and advise and make recommendations to the Board and/ or the members of the Association accordingly, as deemed necessary. 3. must attend to matters that are specifically directed to it by the Board, the President or by members at a General Meeting. 4. will have the primary responsibility to direct, manage and assess the work and performance of the Chief Executive Officer in the conduct of the Association s activities and the implementation of the policies, plans and decisions of the Association and the Board and determine the terms and conditions of his/her employment and will be responsible for directing the Chief Executive Officer with regards to the performance and conduct of work by all other staff employed by the Association and all independent contractors and consultants engaged by the Association. 7. STANDING COMMITTEES AND SUB-COMMITTEES a) The Board shall appoint the following Standing Committees annually to examine and report on matters under their purview: 1. Constitution and Governance Standing Committee; 2. Finance and Audit Standing Committee; 3. Parks Standing Committee; 4. Trades Standing Committee 5. Show Standing Committee; 6. Tourism and Promotions Standing Committee; and 10 of 16
7. Training and Standards Standing Committee. The Board shall appoint the Chairpersons of 7(a) 1, 5, 6 & 7 and the members of each of the Standing Committees. b) The Board may from time to time appoint Sub Committees to examine and report on any matter or for a specific purpose. 8. FISCAL AND MEMBERSHIP YEAR The fiscal year and the membership year shall be from the 1 st July to the 30 th June in each year. 9. MEMBERSHIP FEES The Board shall determine the initial application fee & the annual subscription fee applicable to each category of membership from time to time. The Board shall also determine any other fees payable by Members for specific purposes. 10. LEVIES a) The Association may from time to time apply such levies on its Members as decided by a resolution at an Annual General Meeting or Special General Meeting. b) The Chief Executive Officer shall give notice in writing to each Member of the application of any levy and of the amount payable. 11. BOARD MEETINGS a) Board meetings shall be held at least six (6) times per year, with not more than two (2) months between meetings. b) Due notice of all Board meetings shall be given in writing by the Chief Executive Officer at least two (2) days before the date thereof. 12. ANNUAL GENERAL MEETING a) An Annual General Meeting of the Association shall be held within four (4) months of the end of the Association s fiscal year. b) The Chief Executive Officer must give a minimum of twenty-one (21) days notice to Members of an Annual General Meeting, specifying the place, date and time of the meeting and the particulars and order of the business to be conducted at the meeting. c) If, within thirty (30) minutes after the time specified for the holding of an Annual General Meeting a quorum is not present, the Annual General Meeting lapses and the Annual General Meeting stands adjourned to the same time on the same day in the following week and to the same venue. d) If, within thirty (30) minutes of the time appointed in sub-rule 12 c) for the resumption of an adjourned Annual General Meeting a quorum is not present, the Members who are present in person may nevertheless proceed with the business of that Annual General Meeting as if a quorum were present. e) The Members present at the Annual General Meeting and who are eligible to vote shall elect a Chairperson for the meeting. 11 of 16
13. SPECIAL GENERAL MEETINGS a) A Special General Meeting may be called by the Board for any reason or by any ten (10) General Members requesting in writing a Special General Meeting stating the reason for which the meeting is to be held. b) The Chief Executive Officer must give a minimum of fourteen (14) days notice of a Special General Meeting, specifying the place, date and time of the meeting and the particulars and order of the business to be conducted at the meeting. c) If, within thirty (30) minutes after the time specified for the holding of a Special General Meeting a quorum is not present, the Special General Meeting lapses and the Special General Meeting stands adjourned to the same time on the same day in the following week and to the same venue. d) If, within thirty (30) minutes of the time appointed in sub-rule 13 c) for the resumption of an adjourned Special General Meeting a quorum is not present, the Chief Executive Officer must give notice of a new Special General Meeting as outlined in sub-rule 13 b) on a date as determined by the Board. e) The Members present at the Special General Meeting and who are eligible to vote shall elect a Chairperson for the meeting. 14. QUORUMS a) The quorum for all Annual General Meetings and Special General Meetings shall be thirty (30) Members who are eligible to vote or 25% of the total membership of General Members whichever shall be less. b) The quorum for the Board meetings shall be six (6)and for the Executive meetings shall be three (3). 15. VOTING a) At all Board meetings each Board member shall have one (1) vote and all questions, except as otherwise provided in the Constitution, shall be decided by a simple majority of Board members present at the Board meeting. b) At all Annual General Meetings and Special General Meetings each Member eligible to vote shall have one (1) vote and all questions, except as otherwise provided in the Constitution, shall be decided by a simple majority of all Members eligible to vote who are present and voting at the Annual General Meeting and Special General Meeting. 16. POSTAL VOTING Any Member entitled to vote, but unable to attend any Annual General Meeting or Special General Meeting may, provided that Member has requested in writing at least six (6) days prior to the Annual General Meeting or Special General Meeting that the Chief Executive Officer provide a postal vote form, exercise his / her / its vote by such postal vote in the prescribed form sent by the Chief Executive Officer to the Member for that purpose and returning it marked and signed as prescribed (marked postal vote ) in a sealed envelope to the Chief Executive Officer at least forty-eight (48) hours before the date and time set for the Annual General Meeting or Special General Meeting. Such postal votes will be counted prior to the commencement of the Annual General Meeting or Special General Meeting by a returning officer appointed for such purpose by the Board. 12 of 16
17. ADDRESS The address of the Association shall be Unit 15 64/66 Kent St, Cannington WA 6107 or such other place as the Association may from time to time determine. Due notice of any change of address shall be given by the Chief Executive Officer to all Members. 18. INDEMNITY OF MEMBERS OF THE BOARD AND CHIEF EXECUTIVE OFFICER The Chief Executive Officer and members of the Board of the Association, who upon authority of the Association accept or incur any pecuniary liability on behalf of the Association, shall be indemnified by the Association against any loss in respect thereof. 19. RESIGNATION A Member must give notice in writing to the Chief Executive Officer of the Association of his / her / its intention to resign from membership of the Association, but shall continue to be liable for any fee, subscription or levy due or unpaid at the date of such resignation and shall not be entitled to any refund of any subscription or levy paid, and shall not be entitled to make any claim on the funds of the Association. 20. TERMINATION OF MEMBERSHIP A Member s membership of the Association shall be terminated where a Member: a) is declared bankrupt or insane or in the case of a company, if a resolution is passed or an application to a court is taken for the winding up, dissolution, official management or administration of a Member, otherwise than for the purpose of reconstruction; or b) fails to pay within three (3) calendar months after the due date of any subscription or levy made upon the Member provided the Association shall have the power to reinstate such Member upon payment of any subscription or levy in arrears; or c) in the opinion of the Board, the Member has: 1. breached the rules of this Constitution or the Association s Code of Conduct; or 2. brought the Association and / or the caravan industry into disrepute; or 3. brought discredit on the Association; or 4. is an undischarged bankrupt; or 5. applied for and obtained membership by providing false or misleading information or was granted membership in error. 6. changed its principal business activity resulting in the business not being compliant with rule 5A herein and the Board, after due consideration, determines by an Absolute Majority that the Member s membership of the Association shall be terminated. 21. APPOINTMENT OF AUDITOR The Association shall appoint an Auditor at the Annual General Meeting or from time to time as necessary. The Association shall not appoint the same Auditor for more than three (3) consecutive years. 13 of 16
22. AMENDMENTS Any of the provisions of the Constitution may be added to, altered or otherwise amended by a Special Resolution of Members at a General Meeting or Special General Meeting of the Association of which at least twenty one (21) days notice shall be given of the proposed amendment. 23. BANK / FINANCIAL CONTROL The Chief Executive Officer shall open and maintain bank accounts in the name of the Association and shall have all monies received by the Association placed into such account. Cheques drawn on the Association s account shall be signed by the Chief Executive Officer or in his / her absence by a duly authorised Board member and shall be countersigned by another duly authorised Board member. The Chief Executive Officer may open investment bank accounts in the name of the Association for the investment of Association monies received into the Association bank account. Monies drawn from the investment account shall be signed by the Chief Executive Officer or in his / her absence by a duly authorised Board member and shall be countersigned by another duly authorised Board member. 24. DISCIPLINE Where a Member has, in the opinion of the Board: a) breached the rules of this Constitution or the Association s Code of Conduct; or b) brought the Association and / or the caravan industry into disrepute; or c) brought discredit on the Association; the Board may after due consideration, as an alternative to its right to terminate the Member s membership under rule 20, at its discretion, discipline the Member by any means considered appropriate, which may include reprimanding the Member or requesting that the Member resign from the Association. 25. DISSOLUTION At a Special General Meeting of the Association called for that purpose, the Association may be dissolved by a Resolution to Dissolve the Association, passed at that meeting by a majority of not less than three fourths of the total number of all the General Members and Life Members of the Association who are on the Register of Members and who are eligible to vote under the rules of this Constitution and vote in person or by postal vote at the said meeting. Upon dissolution the Association shall wind up the affairs of the Association and distribute the assets in a manner determined by the meeting provided that any surplus funds or property whatsoever shall not be paid or distributed among the Members of the Association but shall be given or transferred to an association or associations incorporated under the Act having objects similar to the objects of the Association and which also prohibits the distribution of its income or property among its Members. Such association or associations to be determined by the Association at or before the time of dissolution. If and so far as effect cannot be given to the aforesaid provision, then to a charitable entity meeting the requirements of subdivision 50-B of the Income Tax Assessment Act 1997 (Cth). 14 of 16
26. COMMON SEAL a) The Common Seal shall be kept in the custody of the Chief Executive Officer of the Association. b) Any deed, document, debenture, security or instrument, negotiable or otherwise, which the Board may by resolution determine on executing shall be under the Common Seal of the Association signed by at least two duly authorised persons, with the exception of cheques drawn on the Association s Bank Account as provided for in rule 23. The President, Vice-Presidents and Chief Executive Officer are authorised to use such seal on behalf of the Association, the signature of any two of them being sufficient. 27. BOARD MEMBER S CONFLICT OF INTEREST As required under sections 21 and 22 of the Act, a Board member having any direct or indirect pecuniary interest in a contract, or proposed contract, made by or being contemplated by the Board (except if that pecuniary interest exists only by virtue of the fact that the Board member is a member of a class of persons for whose benefit the Association is established), must: a) as soon as he or she becomes aware of that interest, disclose the nature and extent of his or her interest to the Board; and b) not take part in any deliberations or decision of the Board with respect to that contract. 28. REGISTER OF MEMBERS a) The Chief Executive Officer shall keep an up-to-date register of the names, addresses, electronic mail addresses and telephone numbers (where applicable) of all Members and where applicable the Member s duly appointed representative ( Register ). b) The Register is to be made available to Members for inspection upon request in accordance with the requirements of the Act. c) If a Member s membership is terminated for any reason, the Chief Executive Officer must remove the name of the Member from the Register. 29. RECORD OF OFFICERS The Chief Executive Officer shall keep an up-to-date record of the names, addresses, electronic mail addresses and telephone numbers (where applicable) of the persons who hold the officers of the Association, including Board members. 30. CUSTODY OF ASSOCIATION S RECORDS AND DOCUMENTS The Association shall keep its records, books, documents and securities at its office at the address stated in Rule 17 under the control of the Chief Executive Officer. 31. INSPECTION OF RECORDS OF THE ASSOCIATION A Member may at any reasonable time inspect without charge the records, books, documents and securities of the Association in accordance with the requirements of the Act. 32. NOTICE a) Any notice required to be given to a Member in these rules, must be given by: 15 of 16
1. sending it by post to a Member at the address of the Member appearing in the Register; or 2. sending it by electronic mail to a Member at the electronic mail address of the Member appearing in the Register. b) When a notice is sent by: 1. post under sub-rule 32 a) 1, sending of the notice will be deemed to be properly served if the notice is sufficiently addressed and posted to the Member concerned by ordinary pre-paid mail; or 2. electronic mail under sub-rule 32 a) 2, sending of the notice will be deemed to be properly served if the notice is sent by electronic mail to the address in the Register and the person sending the notice does not receive a transmission notice indicating the transmission failed or that the electronic mail was not received by the recipient. Ends 16 of 16