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BYCC Constitution AS voted on and passed on 15th june 2018

Rules of

Beenleigh Yatala Chamber of Commerce Incorporated

NAME AND OPERATION

1 This Incorporated Association shall be called "Beenleigh Yatala Chamber of Commerce" (the Local Chamber) or such other name as the Local Chamber shall determine from time to time.

2 The general area of operation of the Local Chamber will be within the area (the Area) identified in Schedule 1.

INTERPRETATION

3 Any reference to "the Act" means reference to the Associations Incorporation Act 1981 of the State of Queensland as amended.

4 In this Constitution the following words shall have the following meanings:

4.1 Annual General Meeting means the annual general meeting of the Local Chamber.

4.2 Area means the area identified in the Schedule 1.

4.3 CCIQ means Chamber of Commerce and Industry Queensland and its successors and assigns.

4.4 Chief Executive Officer means a paid employee of the Local Chamber responsible for the day to day administration of the Local Chamber.

4.5 Committee means the committee of the Local Chamber which shall be responsible for the governance of the Local Chamber.

4.6 Committee Member means a Member appointed to the Committee of the Local Chamber from time to time.

4.7 Committee Meeting means a meeting of the members of the Committee.

4.8 Delegate has the meaning set out in clause 8

4.9 Financial Member means a Member who has paid any Membership Fees by the anniversary of their initial joining date.

4.10 Financial Member’s Representative means the person having authority to act or speak on behalf of a Financial Member.

4.11 Member means a member of the Local Chamber admitted pursuant to clause 9

4.12 Membership Fees means the fees payable by the Member to become or continue to be a Member of the Local Chamber, as identified in clauses 13 and 14

4.13 Objects means the objects of the Local Chamber identified in clause 5.

4.14 President means the president of the Local Chamber from time to time.

4.15 Secretary means the Secretary of the Local Chamber from time to time.

4.16 Special General Meeting means a meeting of Financial Members of the Local Chamber called by the Committee to facilitate Local Chamber Objects.

4.17 Special Resolution means a resolution of the Local Chamber that has been passed by at least seventy-five (75%) per cent of the votes cast by Members entitled to vote on the issue.

4.18 Treasurer means the Treasurer of the Local Chamber from time to time.

4.19 Junior Chamber means the student sub-committee from Local Chamber.

4.20 Unless otherwise stated:

(a) headings are included for convenience only and do not affect the interpretation of this Constitution.

(b) references to clauses or parts are to clauses and parts of this Constitution.

(c) references to dates and times are to Brisbane time.

(d) references to "$" and "dollars" are to Australian dollars.

(e) references to any legislation includes any legislative provision which amends, extends, consolidates or replaces it and any orders, regulations, instruments, proclamations or other subordinate legislation made under it.

5 OBJECTS

5.1 The Objects and duties of the Local Chamber shall include:

(a) to promote and advance in a non-politically aligned manner:

(i) trade, commerce and industry; and

(ii) the interests of persons engaged in trade, commerce and industry,

in the State of Queensland, any other State or Territory of Australia, and internationally;

(b) to promote or oppose legislative and other regulatory measures which affect the interests of Members, trade, commerce and industry;

(c) to influence government policy in the interests of Members, trade, commerce and industry;

(d) to promote public discussion of issues relating to trade, commerce and industry;

(e) to promote and advance the interests of employers and to encourage amicable relations amongst employers;

(f) to improve relations between employers and employees;

(g) to improve relations between persons at each level in the chain of production including producers, manufacturers, distributors, retailers and consumers;

(h) to encourage the study of trade, commerce and industry, including the undertaking of apprenticeships and traineeships;

(i) to assist or aid any charitable, educational or public purpose;

(j) to encourage social exchange between Members;

(k) to discuss and deal with any subjects affecting the best interests of Members and the community in the Area;

(l) to collect information on all matters of interest to commerce, industry and the community in the Area;

(m) to form a code of practice through the adoption of policy and procedures, whereby the transaction of business may be simplified and facilitated;

(n) to affiliate with CCIQ or such other organizations as the Local Chamber may deem fit;

(o) generally, to carry on, do or assist in all or any matters which the Local Chamber may deem fit for the encouragement of trade and commerce, or the assistance of Members of the Local Chamber;

5.2 The Chamber shall be strictly Non-Party Political and Non-Sectarian.

6 POWERS

6.1 The Local Chamber has, in the exercise of its affairs, all the powers of an individual.

6.2 The Local Chamber may, for example:

(a) enter into contracts; and

(b) acquire, hold, deal with and dispose of property; and

(c) make charges for services and facilities it supplies; and

(d) do other things necessary or convenient to be done in carrying out its affairs.

7 PROFIT AND ASSET DISTRIBUTION

7.1 The Local Chamber must not distribute any profits of the Local Chamber by way of dividend or otherwise, to Members.

7.2 Clause 7.1 does not prevent:

(a) payment of remuneration to Members who in their capacity as officers, employees, contractors or suppliers of the Local Chamber have provided goods or services to the Local Chamber;

(b) payment of rent to Members who have let property to the Local Chamber;

(c) payment of interest to Members who have lent money to the Local Chamber; or

(d) reimbursement of expenses to Members who have with the Local Chamber’s authority expended money in furtherance of the Local Chamber’s Objects.

7.3 If the Local Chamber is wound up, the remaining assets after satisfaction of all debts and liabilities will be given to an organisation having objects similar to the Local Chamber’s as determined by Members of the Local Chamber in Special General Meeting.

8 DELEGATES

8.1 The Local Chamber can elect a delegate (Delegate) or such number of delegates as may be required by the Local Chamber to be its representative at any external appointment or meeting the Local Chamber is required to attend.

8.2 Only a Financial Member of the Local Chamber is eligible to be elected into the position of Delegate.

8.3 A Committee Member of the Local Chamber can be a Delegate or a proxy.

8.4 Any appointed delegates shall be required to attend all appointments or meetings as directed by the Committee and be an active participant in the furtherance of the Local Chamber’s objectives.

9 MEMBERS

9.1 The Local Chamber has the following classes of Members:

(a) Ordinary Members;

(b) Past President Members

(c) Life Members; and

(d) Student Members – Junior Chamber

9.2 The Committee shall have the ability to determine whether to adopt different levels of membership within each class (such as Platinum, Gold, Silver etc) based on such criteria as the Committee shall deem appropriate, in order to accommodate the needs of the Local Chamber.

9.3 The Committee may:

(a) establish one or more new classes of membership and determine the privileges attaching to those classes; or

(b) change the existing classes of membership and the privileges attaching to those classes. This may include abolishing a class of membership.

9.4 The Committee may in its absolute discretion admit any person to membership of a class specified in clause 9.1 or established under clauses 9.2 or 9.3, if that person:

(a) is at least 18 years of age and for students, at least 17 years of age;

(b) is eligible under this clause for admission to that class of membership; applies for membership in the form (if any) specified by the Board; and

(c) pays to the Local Chamber the Membership Fees (if any) payable for the relevant class of membership.

The following table sets out the eligibility criteria and privileges for each class of membership:

Class Eligibility Criteria Privileges

Ordinary Members Any person engaged as owner or employer in any trade, profession, industry or business; or

Any government department, instrumentality or corporation which may in the opinion of the Committee promote or advance trade commerce, industry and the objects of the Local Chamber; or

Any person who may in the opinion of the board promote or advance trade, commerce, industry and the objects of the Local Chamber; or

Any Life Member or Past President Retired Member, however upon admission as an Ordinary Member such member is no longer exempt from payment of Membership Fees. To attend and vote at meetings of the Local Chamber

Past President Members Any past President of the Local Chamber.

For clarity, Past President Members may, at their discretion, also apply to be Ordinary Members. To attend at meetings of the Local Chamber and be heard, but not to vote at meetings;

Student Members - Junior Chamber Student Member wishing to pursue a career in business or a business- related career. To attend at meetings but not to vote at meetings.

9.5 If the Committee refuses an application for membership, it is not obliged to give reasons to the applicant.

9.6 The applicant has a right to appeal the decision. A Special General Meeting will be called at the cost of the applicant.

9.7 The Committee may delegate its power to consider and determine membership applications, to any person determined by the Committee.

9.8 Membership, and the privileges of membership, are not transferable.

10 PROPOSAL AND ELECTION OF NEW MEMBERS

10.1 New members may apply themselves or be nominated by any Financial Member and, at the discretion of the Committee the application may need to be supported by a seconder. Applications shall be referred to the Committee for consideration and decision. The decision of the Committee shall be final and may be subject to secret ballot.

9.2 The applicant shall be given a full and fair opportunity of presenting their case and if the Committee resolves to refuse membership it shall instruct the Secretary to advise the proposed Member in writing accordingly.

11 LIABILITY OF MEMBERS

11.1 The liability of Members is limited as set out in clauses 11.2 and 11.3

11.2 If the Local Chamber is wound up, then every person who:

(a) is a Member when the Local Chamber is wound up; or

(b) was a Member within one year prior to the Local Chamber being wound up,

undertakes to contribute to the assets of the Local Chamber for:

(c) the expenses of winding up the Local Chamber; and

(d) the adjustment of the rights of contributories among themselves.

11.3 The amount of the contribution under clause 11.2 will not exceed $100 for each Member.

11.4 The person in control of the Local Chamber during a winding up cannot levy Membership Fees. However, this does not prevent that person from recovering payment of Membership Fees that were outstanding prior to the winding up commencing.

12 VOTES

12.1 Only Financial Members may be entitled to vote in person at any Annual or Special General Meeting of the Local Chamber.

12.2 The number of voting members from any one business be limited to one.

13 SUBSCRIPTION

13.1 The Membership Fees payable by a new member shall be due on the date of their admission to membership. The annual Membership Fees shall be such sum as the Committee Members shall from time to time so determine and shall be payable on the anniversary of each year.

14 MEMBERSHIP FEES

14.1 Without limitation, Membership Fees may include:

(a) an initial joining fee;

(b) an annual Membership Fee; and

(c) any other fees or levies as may be necessary to enable the Local Chamber to carry out its activities.

15 HONORARY MEMBERS

15.1 The Local Chamber may elect a visitor as an active member who will be entitled to all the privileges of an Ordinary Member save the privilege of voting at meetings.

15.2 The Local Chamber may elect any of its Members or past members as Life Members in recognition of special services to the Local Chamber and such persons shall thereupon be entitled to all the privileges set out in this Constitution, including clause 9.

16 SERVICES

16.1 Members are entitled to receive from the Local Chamber, those services which the Committee determines are applicable to the Member’s class of membership.

17 TERMINATION OF MEMBERSHIP

17.1 Members may resign at any time by giving notice to the Secretary in writing without affecting their liability to pay the Membership Fee for the current year.

17.2 Such resignation shall take effect at the time such notice is received by the Secretary unless a later date is specified in the notice when it shall take effect on that later date.

17.3 If a Member:

(a) is convicted of an indictable offence; or

(b) fails to comply with any of the provisions of this Constitution; or

(c) has Membership Fees in arrears for a period of three (3) months or more; or

(d) conducts himself in a manner considered to be injurious or prejudicial to the character or interests of the Local Chamber;

the Committee shall consider whether their membership shall be terminated.

17.4 The Member concerned shall be given a full and fair opportunity of presenting their case and if the Committee resolves to terminate the membership it shall instruct the Secretary to advise the Member in writing accordingly.

17.5 To avoid any confusion, on resignation of a Member the Local Chamber is not liable to refund any membership fees on a pro-rata basis.

18 COMMITTEE

18.1 The Committee shall consist of a President, and a Vice-President, Secretary, Treasurer and a maximum of seven (7) others, all of whom shall be Financial Members of the Local Chamber and be fit and proper persons to hold such office and be elected at the Annual General Meeting and hold office for a term of 2 years.

18.2 The President and Treasurer will retire from office on the odd numbered years and are eligible to nominate for re-election.

The Vice President and Secretary will retire from office on the even numbered years and are eligible to nominate for re-election.

Four (4) Committee Members will retire on odd numbered years and three (3) Committee Members will retire on even numbered years and are eligible to nominate for re-election. Should circumstances arise whereby the Constitution does not clearly define the Committee Member or Members that will stand down then the selection will be determined by ballot.

Notwithstanding anything contained in the above clauses, no Committee Member can serve more than 2 consecutive terms on the Committee without retiring from office, however they will be eligible to nominate for re-election.

18.3 The election of officers and other members of the Committee shall take place in the following manner: -

(a) any two (2) Members of the Local Chamber shall be at liberty to nominate any other Member to serve as an executive officer or other member of the Committee;

(b) the nomination, which shall be in writing and signed by the Member and the Member's proposer and seconder, shall be lodged with the Secretary at least fourteen (14) days before the Annual General Meeting at which the election is to take place;

(c) a list of the candidates' names in alphabetical order, with the proposers' and seconders' names, shall be posted on the Local Chamber website or usual place of meeting of the Local Chamber for at least seven (7) days immediately preceding the Annual General Meeting;

(d) balloting lists shall be prepared (if necessary) containing the names of the candidates in alphabetical order, and each Member present at the Annual General Meeting shall be entitled to vote for any number of such candidates not exceeding the number of vacancies;

(e) should, at the commencement of such meeting, there be an insufficient number of candidates nominated, nominations may be taken from the floor of the meeting.

18.4 Any member of the Committee may resign at any time by giving notice in writing to the Secretary, but such resignation shall take effect at the time such notice is received by the Secretary unless a later date is specified in the notice when it shall take effect on that later date.

18.5 If a Committee Member expresses an intention to stand for public office which is vacant or the subject of an upcoming election the Committee shall consider on a case by case basis the potential or likely impact on the Local Chamber of the Member’s intention to seek such office, and may:

(a) call upon such Member, on the giving of 120 days’ notice, to show cause as to why they should not be required to resign their position as Committee Member in the interests of the Local Chamber and consistent with the Objects set out in clause 5; and

(b) should the Member fail to show cause to the satisfaction of the Committee, call upon the Member to immediately resign as a Committee Member.

18.6 A person cannot be a Committee Member unless that person is:

(a) a Financial Member; or

(b) a Financial Member’s Representative and

(c) regularly attending committee meetings. If the Committee Member fails to attend three (3) consecutive committee meetings and is unable to show cause to the satisfaction of the Committee as to why they should remain a Committee Member, the Committee may call upon the Member to immediately tender their resignation as a Committee Member.

18.7 In recognition of the non-political alignment of the Local Chamber, no Committee Member may hold public office while on the Committee.

19 POWERS OF THE COMMITTEE

19.1 Except as otherwise provided by this Constitution and subject to resolutions of the Members of the Local Chamber carried at any meeting, the Committee:

(a) shall have the general control and management of the administration of the affairs, property and funds of the Local Chamber; and

(b) shall have authority to interpret the meaning of this Constitution and any matter relating to the Local Chamber on which this Constitution are silent.

19.2 The Committee may exercise all the powers of the Local Chamber:

(a) to borrow or raise or secure the payment of money in such manner as the Members of the Local Chamber may think fit and secure the same or the payment or performance of any debt, liability, contract, guarantee or other engagement incurred or to be entered into by the Local Chamber in any way and in particular by the issue of debentures, perpetual or otherwise, charged upon all or any of the Local Chamber's property, both present and future, and to purchase, redeem or pay off any such securities;

(b) to invest moneys in such manner as the Members of the Local Chamber may from time to time determine.

19.3 The Committee may delegate any of its powers to:

(a) a Committee Member;

(b) a committee of Committee Members;

(c) an employee of the Local Chamber; or

(d) a Member, or Financial Member’s Representative.

19.4 The Committee may appoint a person or persons to be the attorney or attorneys of the Local Chamber, upon terms determined by the Committee.

19.5 The Committee may in the exercise of its powers under this Constitution, create Rules or By-Laws, not inconsistent with this Constitution from time to time.

20 RESIGNATION AND REMOVAL OF COMMITTEE MEMBERS

20.1 A Committee Member may resign from office by giving written notice of this to the Secretary. The resignation takes effect when the notice is given, unless a later date is specified in the notice.

20.2 The Local Chamber may by ordinary resolution in a Special Committee Meeting or Annual General Meeting remove a Committee Member.

20.3 The Committee shall have power at any time to appoint any Member of the Local Chamber to fill any casual vacancy on the Committee until the next Annual General Meeting.

20.4 The office of a Committee Member becomes vacant if:

(a) The Committee Member is obliged to retire under clause 18.2

(b) The Committee Member ceases to be qualified as a Committee Member;

(c) The Committee Member is removed under either of clauses 20.2 and 20.6.

(d) The Committee Member becomes of unsound mind, or becomes a person who or whose estate is liable to be dealt with under a law relating to mental health;

(e) The Committee Member is disqualified under the Act from being a Committee Member; or

(f) If the Committee Member is disqualified under this Constitution.

20.5 In recognition of the non-political alignment of the Local Chamber, no Committee Member may hold public office while on the Committee.

20.6 If a Committee Member expresses an intention to stand for public office (which is vacant or the subject of an upcoming election) and discloses such matter to the Committee in accordance with clause 21.3, the Committee shall consider on a case by case basis the potential or likely impact on the Local Chamber of the Member’s intention to seek such office, and may:

(a) Call upon such Member, on the giving of 14 days notice, to show cause as to why they should not be required to resign their position as Committee Member in the interests of the Local Chamber and consistent with the Objects set out in clause 5; and

(b) Should the Member fail to show cause to the satisfaction of the Committee, call upon the Member to immediately tender their resignation as a Committee Member.

21 COMMITTEE MEMBER’S INTERESTS

21.1 A Committee Member of the Local Chamber who has a material personal interest in a matter that relates to the affairs of the Local Chamber must give the other Committee Members notice of the interest if required by the Act.

21.2 Unless prohibited by the Act, a Committee Member who has a material personal interest in a matter that is being considered at a Committee meeting may:

(a) be present while the matter is being considered at the meeting; and

(b) abstain from voting on the matter.

21.3 A Committee Member of the Local Chamber and Executive Office must at first opportunity disclose to the Committee:-

(a) Whether they hold any membership or affiliation with any political party in Queensland or elsewhere in Australia or overseas; and

(b) Their intention to stand for a political office as a representative of a political party or as in independent of any forthcoming or imminent Local, State or Federal election whether in Australia or overseas.

21.4 For the purpose of clarity, nothing in this Constitution shall prohibit a Committee Member or Chief Executive Office from being a member of a political party.

22 COMMITTEE MEETINGS

22.1 The Committee shall meet at least once every two months to exercise its functions.

22.2 The Committee must decide how a meeting is to be called, including the use of technology consented to by all members of the Committee.

22.3 Notice of a meeting is to be given in the way decided by the Committee.

22.4 A special meeting of the Committee shall be convened by the Secretary on the requisition in writing signed by two (2) members of the Committee, which requisition shall clearly state the reasons why such special meeting is being convened and the nature of the business to be transacted.

22.5 At every meeting of the Committee four (4) members of that Committee shall constitute a quorum.

22.6 Subject to this Constitution, the Committee may meet and regulate its proceedings as it thinks fit.

22.7 Questions arising at any meeting of the Committee shall be decided by a majority of votes of the members present and, in the case of equality of votes, the question shall be deemed to be decided in the negative.

22.8 A member of the Committee shall not vote in respect of any contract or proposed contract with the Local Chamber in which they are interested, or any matter arising therefrom, and if they do so vote, their vote shall not be counted.

22.9 Not less than seven (7) days’ notice shall be given by the Secretary to members of the Committee of any special meeting of the Committee.

22.10 Such notice shall clearly state the nature of the business to be discussed.

22.11 The President shall preside as Chairman at every meeting of the Committee, or if there is no President, or if at any meeting the President is not present within ten minutes after the time appointed for holding the meeting, the Vice-President shall be Chairman or if a Vice- President is not present at the meeting then the members may choose one of their number to be Chairman of the meeting.

22.12 If within half an hour from the time appointed for the commencement of a Committee meeting a quorum is not present, the meeting, if convened upon the requisition of members of the Committee, shall lapse.

22.13 In any other case the meeting shall stand adjourned to the same day in the next week at the same time and place, or to such other day and at such other time and place as the Committee may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the meeting shall lapse.

22.14 The Committee may delegate any of its powers to a sub-committee consisting of such members of the Local Chamber as the Committee thinks fit.

22.15 Any sub-committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the Committee.

22.16 A sub-committee may elect a Chairman of its meetings.

22.17 If no such Chairman is elected, or if at any meeting the Chairman is not present within ten minutes after the time appointed for holding the meeting, the members present may choose one of their numbers to be Chairman of the meeting.

22.18 A sub-committee may meet and adjourn as it thinks proper.

22.19 All acts done by any meeting of the Committee or of a sub-committee or by any person acting as a member of the Committee shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any such member of the Committee or person acting as aforesaid, or that the members of the Committee or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a member of the Committee.

22.20 A resolution in writing signed by a majority of the members of the Committee for the time being entitled to receive notice of a meeting of the Committee shall be as valid and effectual as if it had been passed at a meeting of the Committee duly convened and held provided it is sent by one or a combination of post, facsimile or email to all the members of the Committee.

22.21 Any such resolution may consist of several documents in like form, each signed by one or more members of the Committee.

23 REMUNERATION

23.1 The Committee of the Local Chamber will be paid the remuneration that the Local Chamber determines by Special Resolution.

23.2 The Committee will, from the amount determined under clause 23.1, allocate that amount among the Committee Members equally.

24 ANNUAL GENERAL MEETINGS & SPECIAL GENERAL MEETINGS

24.1 An Annual General Meeting of the Local Chamber will be held in each year as required by the Act.

24.2 The Committee will call the Annual General Meeting.

24.3 The Annual General Meeting will occur in Beenleigh or Yatala, at a place, day and time determined by the Committee.

24.4 The financial year of the Local Chamber shall commence on 1 July each year and conclude on 30 June each year.

24.5 At all Special General Meetings ten members shall form a quorum - if no quorum be present at twenty minutes past the hour of meeting, the Chairman may adjourn or cancel the meeting as follows:

(a) If within half an hour from the time appointed for the commencement of a Special General Meeting a quorum is not present, the meeting, if convened upon the requisition of Members of the Committee or the Local Chamber, shall lapse.

(b) In any other case it shall stand adjourned to the same day in the next week at the same time and place, or to such other day and at such other time and place as the Committee may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the members present shall be a quorum.

(c) The Chairman may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

(d) When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting.

(e) Save as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

24.6 The following business must be transacted at every Annual General Meeting:

(a) the receiving of the statement of income and expenditure, assets and liabilities and mortgages, charges and securities affecting the property of the Local Chamber for the last financial year;

(b) the receiving of the auditor's report on the financial affairs of the Local Chamber for the last financial year;

(c) the presenting of the audited statement to the meeting for adoption;

(d) the election of members of the Committee.

(e) The appointment of an auditor.

24.7 The Secretary shall convene a Special General Meeting by sending out notices of the meeting within fourteen (14) days of:

(a) being directed to do so by the Committee; or

(b) being given a requisition in writing signed by not less than one-third of the members presently on the Committee or not less than ten percent (10%) of Ordinary Members of the Local Chamber presently entitled to vote.

24.8 A requisition mentioned in clause 24.7(b) shall clearly state the reasons why such Special General Meeting is being convened and the nature of the business to be transacted which will be the only business transacted.

24.9 The Secretary shall convene all Special General Meetings of the Local Chamber by giving at least seven (7) days notice of any such meeting to the Members of the Local Chamber. Such notice can be given by any reasonable means including but not limited to, advertisement in the Local Chamber's newsletter.

24.10 Notice of a Special General Meeting shall clearly state the nature of the business to be discussed.

24.11 Unless otherwise provided by this Constitution, at every meeting -

(a) the President shall preside as Chairman, or if there is no President, or if they are not present within fifteen minutes after the time appointed for the holding of the meeting or is unwilling to act, any Vice-President shall be the Chairman or if a Vice-President is not present or is unwilling to act then the Members present shall elect one of their number to be Chairman of the meeting;

(b) the Chairman shall maintain order and conduct the meeting in a proper and orderly manner;

(c) every question, matter or resolution shall be decided by a majority of votes of the Members present;

(d) every Member present shall be entitled to one vote and in the case of an equality of votes the Chairman shall have a second or casting vote;

(e) however, no Member shall be entitled to vote at any meeting if their Membership Fees are more than two (2) months in arrears at the date of the meeting;

(f) voting shall be by show of hands or a division of Members, unless not less than one fifth of the Members present demand a ballot, in which event there shall be a secret ballot;

(g) the Chairman shall appoint two (2) Members to conduct the secret ballot in such manner as they shall determine, and the result of the ballot as declared by the Chairman shall be deemed to be the resolution of the meeting of which the ballot was demanded;

(h) there shall be no proxy voting permitted;

(i) the Secretary shall keep full and accurate minutes of all questions, matters, resolutions and other proceedings of every Committee meeting, Special General meeting and Annual General Meeting to be maintained in a format available for inspection at all reasonable times by any Financial Member who previously applies to the Secretary for that inspection;

(j) for the purposes of ensuring the accuracy of the recording of such minutes, the minutes of every meeting referred to in clause 24.11(i) shall be signed by the Chairman of that meeting or the Chairman of the next succeeding meeting verifying their accuracy.

25 HONORARIUM

25.1 The Local Chamber shall have power to discuss a payment for any of its officers.

26 ALTERATION OR AMENDMENT TO RULES

26.1 Subject to the provisions of the Act, any amendment of this Constitution shall be affected only by Special Resolution which is passed at any Special General Meeting or Annual General Meeting of the Local Chamber by the Member desiring so to alter or amend the same, such notice of motion to contain a verbatim copy of the alteration or amendment proposed.

27 DUTIES OF OFFICE HOLDERS

27.1 The duties and responsibilities of officeholders of the Committee are set out in the Policy and Procedures document located on the Chamber’s website, as adopted by the Local Chamber.

28 COMMON SEAL

28.1 The Committee shall provide for a Common Seal and for its safe custody. The Common Seal shall only be used by the authority of the Committee and every instrument to which the Common Seal is affixed shall be signed by a member of the Committee and shall be countersigned by the Secretary or by a second member of the Committee or by some other person appointed by the Committee for that purpose.

29 CONDUCT OF MEETINGS

29.1 The conduct of meetings and the interpretation of this Constitution or any terms in it and this Constitution shall be at the sole discretion of the Chairman for the time being at each meeting and his/her directions and ruling shall be final.

30 DISTRIBUTION OF SURPLUS ASSETS TO ANOTHER ENTITY

30.1 This section applies if the Local Chamber is wound up under part 7 of the Act and there are surplus assets.

30.2 The surplus assets must not be distributed among the Members but given to another entity:

(a) that has objects similar to the Local Chamber's Objects; and

(b) the rules of which prohibit the distribution of the entity's income and assets to its members and is a fund, authority or institution which is exempt from Income Tax, such institution or institutions to be determined by the Members of the Local Chamber at or before the time of the dissolution and in default thereof by application to the Supreme Court for determination.

31 REGISTER OF MEMBERS

31.1 The Committee must keep a register of Members.

31.2 The Register of Members must be updated quarterly on the first day of July, October, January and April of each year.

31.3 The register must include the following particulars for each Member:

(a) the full name of the Member;

(b) the postal or residential address of the Member;

(c) Contact details. Either phones number or email

(d) the date of admission as a Member;

(e) the date of death or time of resignation of the Member;

(f) details about the termination or reinstatement of Membership;

(g) any other particulars the Committee or the Members at a meeting decide.

31.4 The register must be open for inspection by Members at all reasonable times.

31.5 A Member must contact the Secretary to arrange an inspection of the register.

31.6 However, the Committee may, on the application of a Member, withhold information about the Member (other than the Members full name) from the register available for inspection if the Committee has reasonable grounds for believing the disclosure of the information would put the Member at risk of harm.

32 PROHIBITION ON USE OF INFORMATION ON REGISTER OF MEMBERS

32.1 A Member must not:

(a) use information obtained from the register of Members to contact, or send material to, another Member for advertising for political, religious, charitable or commercial purposes; or

(b) disclose information obtained from the register to someone else, knowing that the information is likely to be used to contact, or send material to, another Member for advertising for political, religious, charitable or commercial purposes.

33 REMOVAL OF PRESIDENT

33.1 The Committee may at any time remove a person appointed as the President.

33.2 If the Committee removes a President who is a member of the Committee, the person remains a member of the Local Chamber.

33.3 If the Committee removes a President who is a Member and who has been appointed to a casual vacancy on the Committee, the person remains a Member.

34 REMOVAL OF SECRETARY

34.1 The Committee may at any time remove a person appointed as the Secretary.

34.2 If the Committee removes a Secretary who is a member of the Committee, the person remains a member of the Local Chamber.

34.3 If the Committee removes a Secretary who is a Member and who has been appointed to a casual vacancy on the Committee, the person remains a Member.

35 RESOLUTIONS OF COMMITTEE WITHOUT MEETING

35.1 A written resolution signed by each member of the Committee is as valid and effectual as if it had been passed at a committee meeting that was properly called and held.

35.2 A resolution mentioned in clause 36.1 may consist of several documents in like form, each signed by one (1) or more members of the Committee.

36 RECORD KEEPING

36.1 The Board must ensure that proper accounting and other records are kept.

36.2 Records are permitted to be kept in electronic format without the necessity of also maintaining paper records. Electronic records must be stored securely, be easily accessible and able to be inspected.

SCHEDULE 1

Includes Suburbs, Beenleigh, Yatala, Pimpama, Edens Landing, Bethania, Waterford, Meadowbrook, Daisy Hill, Loganholme, Cornubia, Eagleby, Shailer Park

Includes Postcodes, 4207,4208,4133,4127,4129,4130

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