The Members consist of:
a. Members of the Company as at the date this Constitution is adopted as the Constitution of the Company; and
b. All other persons admitted to membership in accordance with this Constitution
7.2. Classes of Members
The Board may from time to time establish such categories of membership and may make appropriate provisions for the granting of such membership and the conditions of such membership.
8.1. Applications for membership must be made in the form and manner prescribed by the Board from time to time.
8.2. The Board may at its discretion accept or reject an applicant as a Member.
8.3. The Board does not have to give any reason for rejecting an application for membership.
8.4. The Company must notify the applicant of the Board’s decision to accept or reject the application for admission to membership in accordance with the procedures determined by the Board from time to time.
8.5. Upon acceptance of an applicant to be a Member, the applicant must pay any subscriptions in accordance with clause 13.1 within a period as determined by the Board. If any such payment is not made then the Board may, in its discretion, cancel its acceptance of the applicant for membership of the Company.
8.6. Subject to clause 8.5, an applicant becomes a Member and is entitled to exercise the rights and privileges of that membership when their name is entered in the Register.
9.1. A Member is entitled to:
a. receive notices of and to attend and to speak at General Meetings;
b. vote at a General Meeting in a manner permitted by this Constitution;
c. be eligible for election as a Director or in the case of a body corporate, have a Representative, owner, employee or principal of the Member be eligible for election as a Director;
d. vote in elections for Directors in a manner permitted by this Constitution.
9.2. Each Member agrees to be bound by this Constitution and subject to clause 25.2 the Code of Practice and any by-laws that may be made or passed by the Board or by the Company in General Meeting.
10.1. A Member’s membership of the Company will cease:
a. upon receipt by the Company of written notice of the Member’s resignation from membership;
b. when the member no longer meets the criteria for their respective category of membership;
c. if membership lapses under clause 13.2;
d. if the Member is expelled from the Company;
e. if the Member is an individual who becomes of unsound mind or who is, or whose estate is, liable to be dealt with in any way under the law relating to mental health;
f. upon the death, bankruptcy or insolvency of that Member; or
g. if the Member is convicted of an indictable offence unless the Board resolves otherwise.
10.2. Any Member who ceases to be a Member:
a. will not be entitled to any refund or part refund of any membership subscription; and
b. will not be readmitted as a Member until any unpaid monies outstanding at the time they ceased to be a Member are paid including any interest or other charges levied on any outstanding monies.
11.1. Initial resolution of Directors:
Where the Directors are of the opinion that a Member of the Company:
a. Has refused or neglected to comply with a provision of the Constitution; or
b. Has acted in a manner prejudicial to the reputation or interests of the Company, the Directors may, by Ordinary Resolution (Initial Resolution):
(i) Reprimand the Member;
(ii) Suspend the Member from Membership of the Company for a specified period; or
(iii) Expel the Member from the Company
11.2. Suspended Operation
An Initial Resolution is of no effect unless it is confirmed at a meeting of the Directors in accordance with the following clauses. For that purpose, the meeting of Directors must be held not earlier than 7 days and not later than 21 days after the service on the Member of a notice under clause 11.3.
11.3. Notice To Member
The Secretary must, as soon as practicable following the passing of the initial Resolution, cause a notice in writing to be served on the Member. The notice must:
a. Set out the Initial Resolution and the grounds on which it is based; and
b. State that the Member may personally address the Directors in relation to the Initial Resolution at a meeting of the Directors to be held not earlier than 7 days and not later than 21 days after service of the notice; and
c. State the date, place and time of that meeting of the Directors; and
d. Inform the Member that the Member may submit to the Directors at or prior to the date of that meeting a written representation relating to that resolution and speak to the representation.
11.4. Confirming resolution of Directors
At a meeting of the Directors held as referred to in the preceding clause, the Directors must:
a. Give to the Member an opportunity to speak to the written representation;
b. Give due consideration to any written representation submitted to the Directors by the Member at or prior to the meeting; and
c. By Ordinary Resolution (Confirming Resolution) confirm, vary or revoke the Initial Resolution.
d. expulsion of the Member from the Company.
11.5. Immediate or suspended effect
The Confirming Resolution may take effect immediately, after any period of time or only on conditions specified in the Confirming Resolution.
11.6. Right of appeal
There is no right of appeal against the Confirming Resolution of the Directors.
11.7. Notice to a Member
The Secretary must, within 7 days of the passing of the Confirming Resolution, by notice in writing, inform the Member of the fact and that there is no right of appeal under the Constitution.
12.1. A right, privilege or obligation which a person has by reason of being a Member:
a. is not capable of being transferred or transmitted to another person; and
b. terminates upon the person ceasing to be a Member.
13.1. The Board may from time to time charge fees to Members which may include joining fees, annual membership subscriptions and subject to clause 13.4, special levies. The Board may determine the amounts of such fees for each Member or each category of membership and the time and manner of payment of such fees.
13.2. If a Member fails to pay a fee when it is due, the Member will be notified of the default. The fee becomes overdue on the issuing of the default notice. If the default is not rectified within 30 days of the Member being notified, then membership will lapse and their name will be removed from the Register. The Board may make exceptions to this rule in special circumstances.
13.3. The Board may at its discretion determine that no fee, in full or in part, is payable by a Member or a particular category of membership.
13.4. Should circumstances arise which affect the common interests of the Members or a particular part of the membership that special funds are necessary to protect such interests, the Board may charge a special levy provided that the amount of any levy in any one financial year does not exceed the amount of a Member’s annual membership subscription unless approved by Full Members in a General Meeting.
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