By-Laws of The Royal Automobile Club of Queensland Limited ACN 009 660 575 Adopted with effect from: 1 May 2015
Table of contents 1 Preliminary 3 1.1 Definitions and titles 1.2 Operation of by-laws 1.3 Suspension of by-laws 2 Meetings of members by-laws 4 2.1 Order of business 2.2 Chairman s rulings 2.3 Appropriate behaviour 3 Election by-laws 5 3.1 Nominations - board elections 3.2 Appointment of Returning Officer 3.3 Ballot 3.4 Ballot closing date 3.5 Register of members 3.6 Types of ballot 3.7 Conduct of ballot 3.8 Material to accompany paper and electronic ballot 3.9 Contents of paper and electronic ballot 3.10 Scrutineers 3.11 Procedure at close of ballot 3.12 Rejection of votes 3.13 Destruction of voting papers and records 4 Membership zones 9 5 Membership Classes 10 5.1 Classes of membership 5.2 Ordinary Membership 5.3 Associate Membership 5.4 Honorary Membership 5.5 Honorary Annual Membership 5.6 Honorary Temporary Membership 5.7 Honorary Life Membership9 5.8 Fleet Membership 5.9 Fleet Membership Business Fleet Members9 5.10 Fleet Membership Fee for Service Fleet Members 5.11 Absentee Membership 5.12 Free2Go Membership 5.13 Excess User Fee for Service Membership 5.14 Lifestyle Companion Membership 2
By-Laws The Royal Automobile Club of Queensland ACN 009 660 575 1: Preliminary 1.1 Definitions and titles (a) In these by-laws words and expressions shall have the meaning given in the company s constitution (unless otherwise stated). (b) As is customary, unless otherwise determined by the board, the chairman shall be called the President of the Club and the deputy chairman shall be called the Vice President of the Club. 1.2 Operation of by-laws (a) These by-laws are made pursuant to rules 8.1(c) and 10.1(b) of the constitution. (b) These by-laws and the constitution apply and govern: (i) procedure at all annual general meetings and general meetings of Eligible Members (section 2); (ii) the election and re-election of directors (section 3); and (iii) the delineation of applicable membership zones (section 4). (c) Subject to by-law 1.2(d), where there is any inconsistency between these by-laws and the constitution, the constitution shall prevail. The by-laws shall not be deemed to be inconsistent with the constitution merely because one shall deal with the same or a related subject more exhaustively than the other. (d) For the avoidance of doubt, the by-laws set out in section 3 override rules 9.15 to 9.18 (except rules 9.18(c) and (e) of the constitution for such period of time that those by-laws are in effect. 1.3 Suspension of by-laws Any one of these by-laws may be suspended as determined by a resolution of the board from time to time. 3
2: Meetings of members by-laws 2.1 Order of business The order of business of a meeting shall be the order in which such business stands in the notice of meeting or agenda for that meeting, but may be altered by the chairman for the expeditious or convenient conduct of the meeting. 2.2 Chairman s rulings (a) The chairman of any meeting is responsible to ensure the correct conduct of the meeting in accordance with the constitution and the Corporations Act. (b) The chairman may give directions concerning the conduct of the meeting and may, for the expeditious or convenient conduct of the meeting, limit the time during which any Eligible Member or other person may be heard or the time during which any subject before the meeting shall be open for debate. (c) Rulings or directions given by the chairman shall be based upon the chairman s view as to fairness and common sense in the circumstances and no special regard need be had by the chairman to any common commercial or other practices. (d) Any ruling of the chairman shall be final and conclusive. (e) The chairman may take or cause to be taken such steps as they deem necessary to enforce compliance with their rulings or directions. 2.3 Appropriate behaviour (a) Whenever any person behaves offensively or in a disorderly manner or makes use of any expression, which is disorderly or capable of being applied offensively to any other person, the offending person may be required by the chairman to cease such behaviour, or withdraw the expression, and to make a satisfactory apology to the meeting. (b) Any person behaving offensively or in a disorderly manner or using offensive or disorderly language, and having been twice called to order by the chairman or to withdraw or apologise for such conduct, and refusing so to do shall be guilty of a breach of the by-laws, and without prejudice to any other right, remedy or penalty contained in the constitution or in these by-laws, the chairman has the right to request that they leave the meeting. (c) Any person who refuses to leave any meeting, having been requested by the chairman to do so, may be immediately removed. 4
3: Election by-laws 3.1 Nominations - board elections (a) All nominations of candidates for election as directors shall be in the form determined by the board. (b) Nomination forms shall be provided by the secretary to any Eligible Member upon request. (c) The board may by a resolution at its discretion declare invalid any nomination which does not strictly comply with the following conditions: (i) all blank spaces shall be completed in the English language; (ii) the nomination shall be either signed by the candidate and each nominator in their own handwriting or completed electronically in such form as determined by the Board; (iii) the candidate must be an Eligible Member of the company and satisfy any other conditions for election as a director under the constitution; (iv) a candidate must be nominated by not less than 30 Eligible Members; and (v) the duly completed nomination form shall be lodged with the Returning Officer and nominations shall close on a date to be fixed by the board, not being later than 42 clear days before the date fixed for the holding of the annual general meeting. (d) The Returning Officer may treat a nomination as authority to include the same in any ballot paper to be prepared and circulated by them unless the candidate withdraws that nomination by signed notification in writing to the Returning Officer under by-law 3.1(e). (e) A candidate may withdraw their nomination at any time after the date of closing of nominations, provided they give reasonable notice to the Returning Officer, by signed notification in writing to the Returning Officer, whereupon the Returning Officer shall disregard the lodgement of the nomination. 3.2 Appointment of Returning Officer (a) The board may by resolution appoint a Returning Officer and, in addition, an Assistant Returning Officer for each Zone in which an election is required. (b) The Returning Officer will be the secretary of RACQ unless otherwise determined by the board. (c) An Assistant Returning Officer will be: (i) the secretary of RACQ, if the secretary is not acting as the Returning Officer; and (ii) the assistant secretary of RACQ, in any other circumstance. (d) The Returning Officer will supervise the counting of the votes for all Zones. (e) Any reference in the constitution or these by-laws to the Returning Officer shall be construed to mean and include an Assistant Returning Officer in respect of an election conducted in a Zone. 3.3 Ballot If the number of properly nominated candidates exceeds the vacancies for a particular Zone then the board will hold an election either by ballot in accordance with these by-laws or by such other means as the board determines (in each case as determined in accordance with rule 8.1(c) of the constitution). 5
3.4 Ballot closing date In the event of an election by ballot, the ballot will close at least ten clear days prior to the date of the annual general meeting at which certain directors retire pursuant to the constitution. 3.5 Register of members The Returning Officer shall have available to them a register of members showing the name, membership number and registered address of Eligible Members entitled to vote in each Zone in which an election is to be held pursuant to this by-law. 3.6 Types of ballot (a) A ballot may be conducted by: (i) distributing ballot papers by post to Eligible Members entitled to vote; and/or (ii) informing Eligible Members entitled to vote that they may access a voting site. (b) The board may decide that a ballot is to be completed both by post and electronically and, in such circumstances, the by-laws relating to postal ballots and electronic ballots apply equally to the election process. 3.7 Conduct of ballot (a) If a ballot is conducted by post the Returning Officer is to ensure that a ballot paper is posted by prepaid ordinary post to each Eligible Member entitled to vote, at their registered address, no less than 14 days before the close of the ballot. (b) If the ballot is conducted electronically, the Returning Officer must ensure that each Eligible Member entitled to vote is provided with all necessary information required to vote in the election including: (i) the internet address of any voting site, and (ii) any password required to access the voting site, not less than 14 days before the close of the electronic ballot. 3.8 Material to accompany paper and electronic ballot (a) If a ballot is conducted by post, each ballot paper is to be accompanied by instructions for voting, a method of declaration of identity and entitlement to vote and any other information which the Returning Officer considers appropriate. (b) If a ballot is conducted electronically, the voting site must provide instructions for voting, a method of declaration of identity and entitlement to vote, and any other information which the Returning Officer considers appropriate. 6
3.9 Contents of paper and electronic ballot (a) Each ballot paper and any voting site are to contain the names of the candidates in alphabetical order. (b) The board may prescribe that information concerning each candidate be provided to Eligible Members, and may prescribe the maximum number of words to be published concerning each candidate. The Returning Officer may decline to allow to be published any words that they consider defamatory, inaccurate, misleading, irrelevant or offensive. (c) When retiring directors are candidates for re-election, their names shall be distinguished by an asterisk and a note drawing attention to that fact shall appear at the foot of the ballot paper or voting site (as applicable). (d) The publication in paper or electronic form in The Road Ahead or any other company publication or correspondence of any material relating to the candidature of a nominee for election to the board, other than in terms of by-law 3.9(b), is prohibited. Any dispute as to the nature of such material shall be resolved by the Returning Officer. 3.10 Scrutineers (a) Not less than seven clear days before the date on which the poll closes, a candidate may, by endorsement on the nomination paper or by separate notification to the Returning Officer, nominate an Eligible Member who is not a candidate for election, to act as a scrutineer on the candidate s behalf. (b) The role of the scrutineer is to check against any possible irregularities when the ballots are opened or accessed, and when the votes are sorted and counted, to ensure the ballot is conducted fairly and in accordance with these by-laws and to raise any concerns with the Returning Officer prior to the declaration of the result. (c) On the day after the date on which the ballot closes and at a time notified at least 48 hours previously by the Returning Officer to all scrutineers duly appointed under this by-law 3.11, the Returning Officer shall collate the votes in the presence of the scrutineers duly appointed by the candidates and who are present at the notified time. 3.11 Procedure at close of ballot (a) Votes may be received at any time up to 12 noon on the day of the close of the ballot, at which time the ballot will close. (b) Prior to recording the number of votes each candidate has received, the Returning Officer will count the votes to determine whether the minimum number of votes required by rule 9.18(c) of the constitution for the election of any director has been cast and may as part of the process: (i) confirm that each declaration of identity and entitlement to vote has been signed or completed by an Eligible Member; (ii) separate those declarations from any ballot papers (if applicable); and (iii) review all relevant information and reports about any electronic ballot and any voting site (if applicable). (c) If the minimum number of votes required by rule 9.18(c) of the constitution has not been cast, the Returning Officer shall notify the chairman in writing and no further count shall proceed. (d) If the Returning Officer determines that the minimum number of votes required by rule 9.18(c) of the constitution may have been cast, the Returning Officer shall then examine all votes to determine the validity of the each vote and the number of votes each candidate has received. 7
3.12 Rejection of votes (a) On examination, the Returning Officer shall reject as invalid every vote, which is: (i) not in the form as determined by the board; (ii) if the ballot is conducted by post, not signed by the Eligible Member; (iii) if the ballot is conducted electronically, not accompanied by any identification required by the voting site; (iv) so imperfectly marked that the intention of the Eligible Member cannot with certainty be ascertained; or (v) manifestly irregular. (b) Provided by-laws 3.12(b), 3.12(c) and 3.13(a) have been complied with, the Returning Officer and their staff shall count the number of votes recorded for each candidate. (c) At the conclusion of the count, the Returning Officer shall certify in writing to the chairman the number of valid votes received, the name of each candidate and the number of votes received by each candidate. The candidate or candidates (as applicable), with the greatest number of votes received shall, subject to rules 9.18(c) and 9.18(e) of the constitution, fill the vacant place or places (as applicable) on the board. (d) No ballot shall be invalid by reason of any accidental omission to send to any Eligible Member entitled to vote any voting paper or accompanying documents, or the necessary information to use or access a voting site. 3.13 Destruction of voting papers and records Immediately after the completion of a ballot the Returning Officer shall cause all voting papers (or electronic records), envelopes (if applicable) and lists of Eligible Members to be secured and safely kept until after the conclusion of the applicable annual general meeting. Unless otherwise resolved at the annual general meeting at which the result of the election is announced, the Returning Officer shall destroy all voting papers (or electronic records) relating to the election one month after the conclusion of the annual general meeting. 8
4: Membership zones (a) In accordance with rule 13.2 of the constitution, Queensland is divided into the following Zones: Zone South East Australia Post Postcode Numbers 4000 to 4349, 4500 to 4569, 4571 to 4575, 9000 to 9299, 9400 to 9599, and 9700 to 9799 South West 4350 to 4499, 2406 and 9880 to 9899 Central 4570, 4580, 4581, 4600 to 4736, and 9920 to 9939 North 4737 to 4851 and 9940 to 9979 Far North 4852 to 4895 and 9980 to 9999 (b) Subject to any qualification imposed under the constitution, each Eligible Member may cast one vote for each director position representing the Zone in which the member s registered address is contained. 9
5: Membership classes 5.1 Classes of membership (a) The categories of membership of the Company shall consist of the following classes of membership: (i) Ordinary Membership; (ii) Associate Membership; (iii) Honorary Annual Membership; (iv) Honorary Temporary Membership; (v) Honorary Life Membership; (vi) Fleet Membership; (vii) Absentee Membership; (viii) Free2go Membership; (ix) Excess User Fee for Service Membership; (x) Companion Card Membership; and (xi) such other classes of Membership as the Board may from time to time prescribe. 5.2 Ordinary Membership (a) Ordinary Membership may be awarded to individual persons who apply for such membership and meet eligibility criteria (as defined in the RACQ Regulations). Members of this class of membership have the following rights and obligations: (i) right to receive notice of meetings of members, attend meetings of members, and voting rights once the membership has been approved by the Board; (ii) entitlement to RACQ Road Service (as defined in the RACQ Regulations); (iii) entitlement to Office Services (as defined in the RACQ Regulations); (iv) the obligation to pay appropriate entrance fees; (v) the obligation to pay the annual subscription; and (vi) entitlement to a membership identifier. 5.3 Associate Membership (a) Associate Membership may be awarded to individual persons who apply for such membership and meet eligibility criteria (as defined in the RACQ Regulations). Members of this class of membership have the following rights and obligations: (i) entitlement to Office Services (as defined in the RACQ Regulations); (ii) the obligation to pay appropriate entrance fees; (iii) the obligation to pay the annual subscription; and (iv) entitlement to a membership identifier. 10
5.4 Honorary Membership (a) Honorary Memberships include annual, life and temporary Honorary Members and other such classes as determined by the Board. 5.5 Honorary Annual Membership (a) Honorary Annual Members are appointed and reviewed annually by the Board. (b) Honorary Annual Members are entitled to the rights of Ordinary Membership with the exception of the right to receive notice of meetings of members, attend meetings of members and voting rights. (c) The annual subscription is not required to be paid during the year that a person is a member of this class. 5.6 Honorary Temporary Membership (a) Honorary Temporary Members are appointed and reviewed by the Board. (b) Honorary Temporary Members are entitled to the rights of Ordinary Membership with the exception of the right to receive notice of meetings of members, attend meetings of members and voting rights. The annual subscription is not required to be paid during the time that a person is a member of this class. 5.7 Honorary Life Membership (a) Honorary Life Members are elected at an Annual General Meeting. (b) Honorary Life Members are entitled to the rights of Ordinary Membership and are not required to pay the annual subscription. 5.8 Fleet Membership (a) Fleet Memberships include Business Fleet Members and Fee for Service Fleet Members and other such classes as determined by the Board. 5.9 Fleet Membership Business Fleet Members (a) Business Membership may be awarded to owners of registered businesses or companies that apply for such membership and meet eligibility criteria (as defined in the RACQ Regulations). Membership is to be held in the name of a nominated owner of the business or in the name of the company. Members of this class of membership have the following rights and obligations: (i) right to receive notice of meetings of members, attend meetings of members, and voting rights once the membership has been approved by the Board; (ii) entitlement to RACQ Road Service (as defined in the RACQ Regulations); (iii) entitlement to Office Services (as defined in the RACQ Regulations); (iv) the obligation to pay appropriate entrance fees; (v) the obligation to pay the annual subscription; and (vi) entitlement to a membership identifier. 11
5.10 Fleet Membership Fee for Service Fleet Members (a) Fee for Service Fleet Membership may be awarded to owners of registered businesses or companies that apply for such membership and meet eligibility criteria (as defined in the RACQ Regulations). Membership is to be held in the name of a nominated owner of the business or in the name of the company. Members of this class of membership have the following rights and obligations: (i) entitlement to RACQ Road Service (as defined in the RACQ Regulations); (ii) the obligation to pay appropriate entrance fees; (iii) the obligation to pay the annual subscription and applicable service fees; and (iv) entitlement to a membership identifier. 5.11 Absentee Membership (a) Absentee Membership may be awarded to individual persons who apply for such membership and meet eligibility criteria (as defined in the RACQ Regulations). Members of this class of membership have the following rights and obligations: (i) the right to be exempt from payment of a further annual subscription fee (as defined in the RACQ Regulations); and (ii) the right to retain membership years. 5.12 Free2Go Membership (a) Free2Go Membership may be awarded to individual persons who apply for such membership and meet eligibility criteria (as defined in the RACQ Regulations). Members of this class of membership have the following rights and obligations: (i) entitlement to RACQ Road Service where the appropriate annual subscription has been paid (as defined in the RACQ Regulations); (ii) entitlement to Office Services (as defined in the RACQ Regulations); and (iii) entitlement to a membership identifier. 5.13 Excess User Fee for Service Membership (a) Excess User Membership may be offered to members, who have been identified by officers of RACQ as excessively using RACQ services and facilities (as defined in the RACQ Regulations). Members of this class of membership have the following rights and obligations: (i) right to receive notice of meetings of members, attend meetings of members, and voting rights; (ii) entitlement to RACQ Road Service (as defined in the RACQ Regulations); (iii) entitlement to Office Services (as defined in the RACQ Regulations); (iv) obligation to pay appropriate entrance fees; (v) the obligation to pay the annual subscription, and any service fees; and (vi) entitlement to a membership identifier. 12
5.14 Lifestyle Companion Membership (a) Lifestyle Companion Membership may be offered to the spouse or partner of a current Ordinary Member upon payment of an additional annual subscription fee (as determined by RACQ from time to time) provided that both the prospective Lifestyle Companion Member and the current Ordinary Member reside at the same residential address. Members of this class of membership have the following rights and obligations: (i) entitlement to Office Services (as defined in the RACQ Regulations); (ii) the obligation to pay the annual subscription; and (iii) entitlement to a membership identifier. 13