1. Definitions and Interpretation
1.1 In these articles unless the context otherwise requires:
(1) "directors" means the directors for the time being of the
Institute or the directors assembled as a board;
(2) "Law" means the Corporations Law;
(3) "Register" means the register of members kept in accordance
with article 10;
(4) "seal" means the common seal of the Institute and includes any
official seal of the Institute;
(5) "Secretary" means any person appointed to perform the duties
of a secretary of the Institute and includes an Honorary
Secretary; and
(6) "Institute" means the Hindsight Institute. ;
1.2 Except so far as the contrary intention appears in these articles:
(1) an expression has in these articles the same meaning as in the
Law; and
(2) if an expression is given different meanings for the purposes of
different provisions of the Law, the expression has, in a
provision of these articles that deals with a matter dealt with by
a particular provision of the Law, the same meaning as in that
provision of the Law.
1.3 Headings are for convenience only and do not affect the interpretation of
these articles.
1.4 Reference to:
(1) one gender includes each other gender;
(2) the singular includes the plural and the plural includes the
singular; and
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(3) a person includes a body corporate.
2. Purposes
2.1 The Institute is established for the purposes set out in the memorandum of
association.
MEMBERSHIP
4. Membership
4.1 The members of the Institute are:
(1) the subscribers to the memorandum of association; and
(2) Such other persons who have applied for membership in accordance
with these articles and whose names are recorded in the Register.
5. Categories of Membership
5.1 The categories of membership are:
(1) ordinary members;
(2) associate members; and
(3) organisational members.
5.2 Additional categories of members may be created from time to time by
the members in general meeting.
5.2A The directors may from time to time establish, vary and disestablish
classes of membership within any category of membership and
allocate or reallocate members into or between such classes.
5.2B Other than as provided for in these articles, a class of membership
has the same rights and obligations as for the category of
membership of which it is a part.
5.3 Despite anything in these articles to the contrary, an associate member:
(1) has no right to receive notices of or to attend and be heard at
any general meeting; and
(2) has no right to vote at any general meeting.
6. Application for Ordinary Membership
6.1 Any individual who is not less than 18 years of age at the date of
application may apply for ordinary membership or associate membership
of the Institute.
6.2 Any organisation being an incorporated body which uses the Hindsight principles
in the course of its activities may apply for organisational
membership of the Institute.
6.3 An application by any person or organisation who or which has
previously been expelled from membership of the Institute may be
allowed by the directors on and subject to any terms and conditions
they see fit.
7. Form of Application
7.1 An application for membership must be:
(1) in writing in a form approved by the directors;
(2) signed by the applicant; and
(3) accompanied by such documents or evidence as to qualification
for the type of membership applied for as the directors
determine.
7.2 An application form must be accompanied by:
(1) an application fee, if any, determined in accordance with article
11.1; and
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(2) the annual subscription, determined in accordance with article
12.
8. Admission to Membership
8.1 As soon as practicable after the Institute receives an application
for membership which satisfies the requirements of article 7:
(1) the Institute must notify the applicant of admission in writing
and provide a receipt for the application fee, if any, and
annual subscription; and
(2) the name and details of the applicant must be entered in the
Register.
9. Notification by Members
9.1 Each member must promptly notify the Secretary in writing of any
change in the qualification of the member to be a member of the Institute.
10. Register of Members
10.1 A register of members of the Institute must be kept in accordance with the
Law.
10.2 The following must be entered in the Register in respect of each member:
(1) the full name of the member;
(2) the address, telephone number and facsimile number, if any, of
the member;
(3) the category and class of membership;
(4) the date of admission to and cessation of membership;
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(5) the date of last payment of the member's annual subscription;
and
(6) such other information as the directors require.
10.3 Each member and nominated representative must notify the Secretary in
writing of any change in that person's name, address or facsimile number
within 1 month after the change.
10.4 All notices given in accordance with articles 96 and 97 to the address
last notified shall be considered fully received.
APPLICATION FEE AND ANNUAL SUBSCRIPTION
11. Application Fee
11.1 The application fee payable by each applicant for membership is such
sum as the directors prescribe from time to time in respect of each
category and class of membership.
12. Annual Subscription
12.1 Subject to 12.2, the annual subscription payable by each category of
members is such sum as is set by the directors.
12.1A Subject to 12.2, the annual subscription payable by each class of
members is such sum as is set by the directors, not exceeding the
annual subscription set under 12.1 for the category of members of
which the class is a part.
12.2 The members may in general meeting resolve to cap the amount of the
annual subscription for any category of member.
12.3 The directors may waive all or part of the annual subscription
for a member in their discretion.
12.4 All annual subscriptions are due and payable in advance on 1 July in
each year.
12.5 If a person or organisation applies for membership of the Institute
during the month of January to June inclusive, the directors may
reduce the annual subscription payable by the applicant in such
manner as they think fit.
13. Unpaid Annual Subscriptions
13.1 If:
(1) the annual subscription of a member remains unpaid for 2
months after it becomes payable; and
(2) a notice of default is given to the member pursuant to a
resolution of the directors;
the member ceases to be entitled to any of the rights or privileges of
membership but these may be reinstated on payment of all arrears if the
directors think fit to do so.
CESSATION OF MEMBERSHIP
14. Resignation
14.1 A member may resign from membership of the Institute by giving written
notice to the Secretary.
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14.2 The resignation of a member is deemed to take effect from the date of
receipt of the notice of resignation or such later date as is provided in
the notice.
15. Failure to Pay
15.1 If a member has not paid all arrears of annual subscriptions in accordance
with article 13 or, if paid, the member's rights and privileges are not
reinstated:
(1) the member remains liable for all the obligations and liabilities
of membership; and
(2) the member ceases to be a member and member's name shall be
removed from the Register at the expiration of a 3 year period.
16. Cessation of Membership
16.1 A member ceases to be a member:
(1) for a member who is a person, on the death of the member;
(2) if the member resigns in accordance with article 14; or
(3) if the member is expelled in accordance with article 17.
17 Disciplining Members
17.1 If any member:
(1) wilfully refuses or neglects to comply with the provisions of the
memorandum of association or these articles; or
(2) engages in conduct that, in the opinion of the directors, is
unbecoming of a member or is prejudicial to the interest of the
Institute;
the directors may resolve to censure, suspend or expel the member from
the Institute and, in the case of a resolution for expulsion, the member
is expelled and the member's name must be removed from the register of
members.
17.2 At least 14 days before the meeting of the directors at which a
resolution of the nature referred to in article 17.1 is to be
decided the Secretary must give to the member notice:
(1) of the meeting;
(2) of what is alleged against the member;
(3) of the intended resolution; and
(4) that the directors may deal with the matter if the member does not
appear.
17.3 At the meeting referred to in 17.2 and before the matter is
decided the member may:
(1) give orally or in writing any explanation the member thinks fit; and
(2) call a maximum of three witnesses in the member's defence.
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17.4 At the meeting referred to in 17.2, a member is not entitled to be
represented unless the directors decide otherwise, except for an
organisational member, which may be represented by its nominated
representative.
17.5 If at the meeting referred to in 17.2 the directors find against the
member, prior to any penalty being imposed, the member may address
the directors on the matter of a penalty.
17.6 The decision reached at the meeting referred to in 17.2, and the
reasons for the decision, will be incorporated in the minutes of the
meeting.
17.7 Except as required by rule 17.6, all communications and
representations at the meeting are confidential and no legal
action may be brought in respect of those communications or
representations.
17.8 A member may, by notice in writing lodged with the Secretary at
least 24 hours before the time for holding the meeting referred to
in 17.2, elect to have the issue dealt with by the Institute in
general meeting and in that event, a general meeting of the Institute
must be called for that purpose.
17.9 If at the general meeting referred to in clause 17.8, a resolution
to censure, suspend or expel a member is passed by a majority of 2/3
of those present and voting (and the vote must be taken by secret
ballot), the member concerned must be punished in the manner
resolved and in the case of a resolution for expulsion the member's
name must be removed from the register of members.
18. Effect of Cessation of Membership
18.1 If any member ceases to be a member within the provisions of these
articles the member remains liable to the Institute for any moneys whatso-
ever which, at the time of the member ceasing to be a member, the
member owes to the Institute on any account whatsoever and for any sum
not exceeding $1.00 for which the member is liable under clause 6.2 of
the memorandum of association.
18.2 No member who resigns or has been expelled shall have any claim for
a refund of subscriptions paid.
GENERAL MEETINGS
19. Convening of General Meetings
19.1 Except as permitted by law a general meeting, to be called the "annual
general meeting", must be held at least once in every calendar year.
19.2 Any director may whenever he or she thinks fit convene a general
meeting.
19.3 Except as provided in section 246 of the Law, no member is and no
members together are entitled to convene a general meeting.
20. Notice of General Meetings
20.1 Subject to the provisions of the Law as to short notice, at least
21 days' notice of a general meeting must be given in writing to
those persons who are entitled to receive notices from the Institute.
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20.2 A notice of a general meeting must specify the place, the day and the
hour of meeting and, in the case of special business, the general nature
of the special business.
21. Accidental Omission to Give Notice
21.1 The accidental omission to give notice of any general meeting to or the
non-receipt of the notice by any person entitled to receive notice of a
general meeting under these articles or the accidental omission to
advertise (if necessary) the meeting does not invalidate the proceedings
at or any resolution passed at the meeting.
22. Postponement of General Meetings
22.1 The directors may postpone the holding of any general meeting whenever
they think fit (other than a meeting requisitioned by members pursuant to
the Law) for not more than 21 days after the date for which it was
originally called.
22.2 Whenever any meeting is postponed (as distinct from being adjourned
under article 26 or article 29) the same period of notice of the meeting
must be given to persons entitled to receive notice of a meeting as if a
new meeting were being called for the date to which the original meeting
is postponed.
23. Representation of Member
23.1 An ordinary member who is entitled to attend and cast a vote at the
meeting of the Institute's members may appoint a person as the
member's proxy to attend and vote for the member at the meeting.
The proxy need not be a member.
23.2 An organisational member may appoint an individual as a
representative to exercise all or any of the powers the
organisational member may exercise:
(1) at meetings of the Institute's members;
(2) at meetings of creditors or debenture holders; or
(3) relating to resolutions to be passed without meetings.
The appointment may be a standing one.
23.3 The appointment of a representative of an organisational member
may set out restrictions on the representative's powers. If the
appointment is to be by reference to a position held, the
appointment must identify the position.
23.4 An organisational member may appoint more than 1 representative
but only 1 representative may exercise the organisation's powers
at any one time.
23.5 Unless otherwise specified in the appointment, the
representative may exercise, on the organisational member's
behalf, all of the powers that the member could exercise at a
meeting or in voting on a resolution.
PROCEEDINGS AT GENERAL MEETINGS
24. Meaning of "Member"
24.1 For the purpose of ascertaining:
(1) any quorum at a general meeting required by these articles; and
(2) the person entitled to vote at a general meeting or join in
demanding a poll;
"member" means:
(a) any ordinary member, being an individual, who is present in
person or by proxy or attorney and who is entitled to vote; or
(b) the nominated representative, proxy or attorney of an
organisational member.
25. Quorum
25.1 No business may be transacted at any general meeting unless a quorum of
members is present at the time when the meeting proceeds to business.
25.2 A quorum is constituted by 15 members or one-third of the total number
of members, whichever is the lesser, being present at the meeting.
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26. Absence of Quorum
26.1 If a quorum is not present within 30 minutes after the time appointed for
the meeting:
(1) where the meeting was convened upon the requisition of
members the meeting is dissolved; or
(2) in any other case:
(a) the meeting stands adjourned to the day, and at the
time and place, which the directors determine or, if
no determination is made by the directors, to the same
day in the next week at the same time and place; and
(b) if at the adjourned meeting a quorum is not present
within 30 minutes after the time appointed for the
meeting the meeting is dissolved.
27. Ordinary and Special Business
27.1 The business of an annual general meeting is:
(1) to receive and consider the profit and loss account the balance
sheet the reports of the directors and of the auditors and the
directors' statement required by the Law to be attached to the
accounts of the Institute;
(2) to elect directors in place of those retiring or otherwise;
(3) when necessary, to appoint auditors; and
(4) to transact any other business which under these articles or the
Law ought to be transacted at an annual general meeting.
27.2 All other business transacted at an annual general meeting and all
business transacted at any other general meeting is special.
28. Chairperson
28.1 The President of the Institute, if present, presides as chairperson at every
general meeting.
28.2 Where a general meeting is held and:
(1) there is no President of the Institute; or
(2) the President is not present within 30 minutes after the time
appointed for the holding of the meeting or is unwilling to act;
the Vice-President of the Institute if present presides as chairperson of the
meeting or, if the Vice-President is not present or is unwilling to act,
the members present must elect any one of their number to be chairperson of
the meeting.
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29. Adjournment of Meetings
29.1 The chairperson may with the consent of any meeting at which a quorum
is present, and must if so directed by the meeting, adjourn the meeting
from time to time and from place to place, but no business may be
transacted at any adjourned meeting other than the business left
unfinished at the meeting from which the adjournment took place.
29.2 When a meeting is adjourned for 30 days or more, notice of the
adjourned meeting must be given as in the case of an original meeting.
29.3 Except as provided by article 29.2, it is not necessary to give any notice
of an adjournment or of the business to be transacted at an adjourned
meeting.
VOTING AT GENERAL MEETINGS
30. Voting Rights
30.1 Subject to articles 24 and 31, at any general meeting of members each
member present on a show of hands has 1 vote and on a poll each
member present has 1 vote.
31. Voting Disqualification
31.1 A member is not entitled to vote at a general meeting if the annual
subscription of the member is more than 1 month in arrears at the date of
the meeting or the postponed or adjourned meeting.
32. Power to Demand a Poll
32.1 At any general meeting a resolution put to the vote of the meeting is
decided on a show of hands unless a poll is (before or on the declaration
of the result of the show of hands) demanded:
(1) by the chairperson; or
(2) by at least 3 members.
33. Evidence of Resolutions
33.1 Unless a poll is so demanded, a declaration by the chairperson that a
resolution has on a show of hands been carried or carried
unanimously, or by a particular majority, or lost, and an entry to
that effect in the book containing the minutes of the proceedings
of the Institute, signed by the chairperson of that or the next
succeeding meeting, is conclusive evidence of the fact without
proof of the number or proportion of the votes recorded in favour
of or against the resolution.
34. Conduct of Poll
34.1 If a poll is duly demanded, it must be taken in such manner and
subject to article 34.2 either at once or after an interval or
adjournment or otherwise as the chairperson directs, and the
result of the poll is the resolution of the meeting at which the
poll was demanded.
34.2 A poll demanded on the election of a chairperson or on a question of
adjournment must be taken forthwith without adjournment.
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34.3 The demand for a poll does not prevent the continuance of a meeting for
the transaction of any business other than the question on which a poll has
been demanded.
34.4 The demand for a poll may be withdrawn.
35. Casting Vote
35.1 In the case of an equality of votes, whether on a show of hands or on a
poll, the chairperson of the meeting at which the show of hands takes
place or at which the poll is demanded, in addition to his or her
deliberative vote (if any), has a casting vote. The chairperson has a
discretion both as to use of the casting vote and as to the way in which it
is used.
36. Objections to Exercise of Voting Rights
36.1 An objection may be raised to the qualification of a voter only at the
meeting or adjourned meeting at which the vote objected to is given or
tendered.
36.2 The objection must be referred to the chairperson of the meeting, whose
decision is final.
36.3 A vote not disallowed following the objection is valid for all purposes.
PROXIES
37. Appointment of Proxy
37.1 A member entitled to attend and vote at a general meeting of the
Institute may appoint 1 proxy. A proxy need not be a member.
38. Deposit of Proxy and Attorney Instrument
38.1 An instrument appointing a proxy may not be treated as valid
unless the instrument, and the power of attorney or other
authority (if any) under which the instrument is signed or proof
of the power or authority to the satisfaction of the directors is
or are deposited at the registered office of the Institute or at any
other place specified for that purpose in the notice convening the
meeting not less than 24 hours before the time for the holding of
the meeting or adjourned meeting as the case may be at which the
person named in the instrument proposes to vote;
38.2 For the purpose of article 38.1 it is sufficient if the proxy is
received at the registered office of the Institute by facsimile
transmission or by similar means of communication in a reasonably
legible form. If the proxy is required to be accompanied by other
documents then these documents may also be received at the
registered office by facsimile transmission, or by similar means
of communication in a reasonably legible form.
39. Proxy Instrument to be in Writing
39.1 An instrument appointing a proxy must be in writing under the hand of
the appointor or of the appointor's attorney duly authorised in writing.
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40. Form of Proxy
40.1 The instrument of proxy must be in the form determined by the directors
but the form must:
(1) enable the member to specify the manner in which the proxy
must vote in respect of a particular transaction; and
(2) leave a blank for the member to fill in the name of the person
primarily appointed as proxy.
40.2 The form may provide that if the member leaves it blank as to the person
primarily appointed as proxy or if the person or persons named as proxy
fails or fail to attend, the chairperson of the meeting is appointed proxy.
40.3 Despite article 40.1 an instrument appointing a proxy may be in the
following form or in a form that is as similar to the following form as the
circumstances allow:
I, of , appoint of
or, in his or her absence, of as my
proxy to vote for me on my behalf at the *annual general / *general
meeting of the Institute to be held on 19 and at any
adjournment of that meeting.
This form is to be used *in favour of / *against the resolution.
Signed on 19 .
* Strike out whichever is not desired.
To be inserted if desired.
41. Effect of Proxy Instrument
41.1 An instrument appo
