HOG DARWIN CONSTITUTION 1. Name The name of the Association shall be the Darwin Chapter - Harley Owners Group? Incorporated (hereinafter called “the Chapter”) 2. Basic Objects The Basic objects of the Chapter are: (1) Promote motorcycling activities for Harley Owners Group members by creating special chapter activities and encouraging participation in other events while maintaining a family orientated philosophy; (2) Promote safety in motorcycling; (3) Enjoyment in motorcycling activities; and (4) Convene Annual NT Rallies on a rotational basis with other Chapters within the Northern Territory. 3. Additional Objects and Purposes In addition to the basic objects of the Chapter, the objects and purposes of the Chapter shall be deemed to include: (1) The purchase, taking on lease or in exchange, and the hiring or otherwise acquiring of any real or personal property that may be deemed necessary or convenient for nay of the objects or purposes of the Chapter; (2) The buying, selling, and supplying of, and dealing in, goods of all kinds; (3) The construction, maintenance, and alteration of building or works necessary or convenient for any of the objects or purposes of the Chapter; (4) The accepting of any gifts, whether subject to a special trust or not, for any one or more of the objects or purposes of the Chapter; (5) The taking of such steps from time to time as the Committee or the members in general meeting may deem expedient for the purposes of procuring contributions to the funds of the Chapter, whether by way of donation, subscriptions, or otherwise; (6) The printing and publishing of such newspapers, periodicals, books, leaflets, or other documents as the Committee or the members in general meeting may think desirable for the promotion of the objects and purposes of the Chapter; (7) Subject to the Associations Incorporation Act, the borrowing and raising of money in such manner and on such terms as the Committee may think fit or as may be approved or directed by resolution passed at a general meeting; and securing the repayment of money so raised or borrowed or the payment of a debt or liability of the Chapter by giving mortgages, charges or securities upon or over all or any of the real or personal property of the Chapter; (8) Subject to the provisions of the Trustee Act, the investment of any moneys of the Chapter not immediately required for any of its objects or purposes in such manner as the Committee may from time to time determine; (9) The making of gifts, subscriptions, or donations to any funds, authorities, or institutions to which paragraph (a) of subsection (1) of section 78 of the Income Tax Assessment Act 1936, as amended, of the Commonwealth relates; (10) The establishment and support, or aiding in the establishment and support, of associations, institutions, funds, trusts, scheme, and convenience calculated to benefit servants or past servants of the Chapter and their dependants, and the granting of pensions, allowances, or other benefits to servants or past servants of the Chapter and their dependants, and the making of payments towards insurance in relation to any of those purposes; (11) The establishment and support or aiding in the establishment or support, of any other Chapter or other Association formed for any of the objects of the Chapter; (12) The doing of all such other lawful things as are incidental or conducive to the attainment of the basic objects of the Chapter or any of the objects and purposes specified in the foregoing provisions of this sub-rule. 4. Charter for Local Chapters In addition to these rules the Chapter will be bound by the “Charter for Local Chapters” as prescribed by Harley Davidson Inc. and any additional rules requested by the sponsoring dealer that are agreeable to the Committee. In the event of any conflict arising between these rules and the Charter for Local Chapters or any additional rules requested by the sponsoring dealer, the following priority shall prevail: * These Rules; * The Charter for Local Chapters; and * Any additional rules requested by the Sponsoring Dealer. 5. Rules of Association (1) In these rules, unless the contrary intention appears “General meeting” means a general meeting of members convened in accordance with rule 19 or 20. “Ordinary committeeperson” means a member of the Committee to whom paragraph (b) of sub-rule (1) of rule 34 relates. (2) In these rules, expressions referring to writing shall, unless the contrary intention appears, be construed as including references to printing, lithography, photography, and other modes or representing or reproducing words in a visible form. (3) Words or expressions contained in these rules shall be interpreted in accordance with the provisions of the Interpretation Act and that Act as in force on the date on which these rules are adopted by the Chapter. 6. Membership of Chapter (1) Only current members of the Harley Owners Group International Organisation are eligible for full membership. (2) A person who applies and is approved for membership as provided in these rules is eligible to be a member of the Chapter on payment of the annual subscription prescribed in, or fixed under, these rules. (3) A person who is not a member of the Chapter at the time of the incorporation of the Chapter shall not be admitted to membership- (a) Unless he or she applies as provided in sub-rule (4) of this rule; and (b) The Director or the Committee approves his or her admission as a member. (4) An application by a person for membership of the Chapter – (a) Shall be made in writing, on the prescribed form, signed by the applicant; (b) Shall be accompanied by the subscription fee; and (c) Shall be lodged with the Treasurer of the Chapter. (5) As soon as practicable after the receipt of an application, the Treasurer shall refer the nomination to the Director. (6) Upon an application being approved by the Director, the Treasurer shall, with as little delay as possible, notify the applicant, in writing, that he has been approved for membership of the Chapter and shall enter the applicant’s name in a register of members to be kept by the Treasurer, whereupon the applicant becomes a member of the Chapter. (7) A member of the Chapter may, at any time, resign from the Chapter by delivering or sending by post to the Secretary a written notice of resignation. (8) Upon receipt of a notice under sub-rule (8) of this rule, the Treasurer shall remove the name of the member by whom the notice was given from the register of members, whereupon that member ceases to be a member of the Chapter. (9) Where a member of the Chapter resigns their membership he or she will not hold the Chapter liable for refund or return of any joining fee. (10) A right, privilege, or obligation of a person by virtue of his membership of the Chapter – (a) Is not capable of being transferred or transmitted to another person; and (b) Terminates upon the cessation of his membership, whether by death, resignation, or otherwise. (11) A person ceases to be a member of the Chapter if the person – (a) Dies; (b) Resigns his or her membership; (c) Is expelled from the Chapter; or (d) In the case of full membership, where that member fails to renew his or her membership of the Harley Owners Group (International) within 3 months, or in the case of an Associate member where the partner or parent who enabled the Associate member to qualify for Associate membership pursuant to rule 7 ceases to be a full member 7. Associate Member An associate member is not a full member but a person who is either:- (1) seeking full international membership of the Harley Owners Group; or (2) who is a partner or dependent child of a full member; or (3) who on the approval of the Committee has demonstrated or indicated an acceptable purpose in their application for membership. Associate members shall not be entitled to voting rights. 8. Life Membership Life membership of the Chapter may be conferred to a member who has given outstanding service to the Chapter. Not more than one life member may be elected in any one year and a 75% majority vote by the Committee is required to present that member’s nomination for approval by members at the next Annual General Meeting. Life members are entitled to all the privileges that the position normally incorporates. 9. Honorary Member The Chapter shall have the power to elect as Honorary Members of the Chapter such persons and for such time as the Committee deems suitable, those other than would normally be expected to apply for membership but who have a common and close relationship to the objects of the Chapter. Honorary Members of the Chapter shall not be entitled to voting rights. 10. Corporate Member The Committee shall have the power to elect as Corporate Members of the Chapter such companies, associations, or groups and for such time as the Committee deems suitable. Corporate Members of the Chapter shall not be entitled to voting rights. 11. Individual to hold only one form of membership No individual shall be eligible to be elected to more than one (1) class of membership at any one time. 12. Liability of Members Members shall have no liability towards payment of liabilities of the Chapter on winding-up. 13. Register of Members (1) The Treasurer of the Chapter shall keep and maintain a register of members in which shall be entered particulars of the member’s name, residential and postal addresses, other contact details (telephone, facsimile, email address), and date of entry. (2) The Register of members shall be kept at the principal place of administration of the Chapter and shall be available for inspection by members upon request. 14. Income and Property of the Chapter (1) The income and property of the Chapter however derived, shall be applied solely towards the promotion of the objects and purposes of the Chapter and no portion thereof shall be paid or transferred, directly or indirectly, by dividend, bonus, or otherwise to any member of the Chapter. (2) The Chapter shall not – (a) Appoint a person who is a member of the Committee to any office the holder of which there is payable any renumeration by way of salary, fees, or allowances; or (b) Pay to any such person any renumeration or other benefit in money or money’s worth (other than repayment of out-of-pocket expenses). (3) Nothing in the foregoing provisions of this rule prevents the payment in good faith to a servant or member of the Chapter of- (a) Renumeration in return for services actually rendered to the Chapter by the servant or member or for goods supplied to the Chapter by the servant or member in the ordinary course of business; (b) Interest at current bank overdraft rate on money lent; or (c) A reasonable and proper sum by way of rent for premises let to the Chapter by the servant or member. 15. Accounts of receipts, expenditure etc. (1) True accounts shall be kept- (a) Of all sums of money received and expended by the Chapter and the matter in respect of which the receipt or expenditure takes place; and (b) Of the property, credits, and liabilities of the Chapter. And subject to any reasonable restrictions as to time and manner of inspecting them that may be imposed by the Chapter for the time being, these accounts shall be open to the inspection of the members of the Chapter. (2) The Treasurer of the Chapter shall faithfully keep all general records, accounting books, and records of receipt and expenditure connected with the operations and business of the Chapter in such form and manner as the Committee may direct. (3) The accounts, books, and records referred to in sub-rule (1) and (2) of this rule shall be kept at the Chapter’s office or at such other place as the Committee may decide. 16. Banking and Finance (1) The Treasurer of the Chapter shall, on behalf of the Chapter, receive all moneys paid to the Chapter etc., as soon as possible after receipt thereof. (2) The Committee shall cause to be opened with such bank, building society or credit union as the Committee selects an account in the name of the Chapter into which all moneys received shall be paid by the Treasurer as soon as possible after receipt thereof. (3) The Committee may receive from the Chapter’s bank, credit union or building society for the time being the cheque drawn by the Chapter on any of its accounts with the bank, credit union or building society and may release and indemnify the bank, credit union or building society from and against all claims, actions, suits, or demands that may be brought against the bank or bankers arising directly or indirectly out of those cheques or the surrender thereof to the Chapter. (4) Except with the authority of the Committee, no payment of a sum exceeding one hundred (100) dollars shall be made from the funds of the Chapter otherwise than by cheque drawn on the Chapter’s bank account, but the Committee may provide the Treasurer with a sum to meet urgent expenditure, subject to the observance of such conditions in relation to the use and expenditure thereof as the Committee may impose. (5) No cheques shall be drawn on the Chapter’s account except for the payment of expenditure that has been authorised by the Committee. (6) All cheques, drafts, bills of exchange, promissory notes, and other negotiable instruments shall be signed by the Treasurer or, in his absence, by such other member or members of the Committee as the Committee may nominate for that purpose, and shall be countersigned by the public officer or sponsoring dealer. 17. Auditor (1) At each annual general meeting of the Chapter, the members present shall appoint a person who is not a member or the public officer of the Chapter as the auditor of the Chapter. (2) A person so appointed shall hold office until the annual general meeting next after that at which he is appointed, and is eligible for re-appointment. (3) The first auditor of the Chapter may be appointed by the Committee before the first annual general meeting, and, if so appointed, shall hold office until the first annual general meeting, unless previously removed by a resolution of the members at a general meeting, in which case the members at that meeting may appoint an auditor to act until the first annual general meeting. (4) If an appointment is not made at an annual general meeting the Committee shall appoint an auditor of the Chapter for the then current financial year of the Chapter. (5) If a casual vacancy occurs in the office of auditor during the course of a financial year of the Chapter, the Committee may appoint a person as the auditor and the person so appointed shall hold office until the next succeeding annual general meeting. 18. Audit of Accounts (1) Once at least in each financial year of the Chapter, the accounts of the Chapter shall be examined by the auditor. (2) The auditor shall certify as to the correctness of the accounts of the Chapter and shall report thereon to the members present at the annual general meeting. (3) In his report, and in certifying to the accounts, the auditor shall state – (a) Whether he has obtained the information required by him; (b) Whether, in his opinion, the accounts are properly drawn up so as to exhibit a true and correct view of the financial position of the Chapter according to the information at his disposal and the explanations given to him and as shown by the books of the Chapter; and (c) Whether the rules relating to the administration of the funds of the Chapter have been observed. (4) The Treasurer of the Chapter shall cause to be delivered to the auditor a list of all the accounts, books and records of the Chapter. (5) The Auditor- (a) Has a right of access to the accounts, books, records, vouchers and documents of the Chapter; (b) May require from the servants of the Chapter such information and explanations as may be necessary for the performance of his duties as auditor; (c) May employ persons to assist him in investigating the accounts of the Chapter; and (d) May, in relation to the accounts of the Chapter, examine any member of the Committee or any servant of the Chapter. 19. Annual General Meeting (1) The Chapter shall, in each year, hold an annual general meeting. (2) The annual general meeting shall be held on such day (being not later than three months after the close of the financial year of the Chapter) as the Committee may determine. (3) The annual general meeting shall be in addition to any other general meetings that may be held in the same year. (4) The annual general meeting shall be specified as such in the notice convening it. (5) The ordinary business of the annual general meeting shall be – (a) To confirm the minutes of the last proceeding annual general meeting and of any general meeting held since that meeting; (b) To receive from the Committee, auditor, and servants of the Chapter reports upon the transactions of the Chapter during the last proceeding financial year; (c) To elect the officers of the Chapter and the ordinary committeepersons; (d) To appoint the auditor and determining his renumeration; and (e) To determine the renumeration of servants of the Chapter. (6) The annual general meeting may transact special business of which notice is given in accordance with these rules. (7) All general meetings other that the annual general meeting shall be called special general meetings. 20. Special General Meetings (1) The Committee may, whenever it thinks fit, convene a special general meeting of the Chapter. (2) The Committee shall, on the requisition in writing of not less than ten members, convene a special general meeting of the Chapter. (3) A requisition for a special general meeting shall state the objects of the meeting and shall be signed by the requisitionist and deposited at the office of the Chapter and may consist of several documents in the like form, each signed by one or more of the requisitionists. (4) If the Committee does not cause a special general meeting to be held within twenty-one days from the date on which a requisition therefor is deposited at the office of the Chapter, the requisitionists, or any of them may convene the meeting; but any meeting so convened shall not be held after three months from the date of the deposit of the requisition. (5) A special general meeting convened by requisitionists in pursuance of these rules shall be convened in the same manner as nearly as possible as that in which those meetings are convened by the Committee, and all reasonable expenses incurred in convening the meeting shall be refunded by the Chapter to the persons incurring them. 21. Notice of General Meetings The public officer of the Chapter shall, at least fourteen days before the date fixed for holding a general meeting of the Chapter cause to be inserted in a newspaper published daily in the Northern Territory an advertisement specifying the place, day, and time for the holding of the meeting, and the nature of the business to be transacted thereat. 22. Business and Quorum (1) All business that is transacted at special general meetings and all business that is transacted at the annual general meeting, with the exception of that specially referred to in these rules as being the ordinary business of the annual general meeting, shall be deemed to be special business. (2) No item of business shall be transacted at a general meeting unless a quorum of members entitled under these rules to vote is present during the time when the meeting is considering that item. (3) Ten (10) members personally present (being members entitled under these rules to vote thereat) constitute a quorum for the transaction of the business of a general meeting. (4) If within one hour, after the appointed time for the commencement of a general meeting a quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved; and in any other case it shall stand adjourned to the same day in the next week, at the same time (unless another place is specified by the chairman at the time of the adjournment or by written notice to members given before the day to which the meeting is adjourned) at the same place, and if at the adjourned meeting a quorum is not present within one hour after the time appointed for the commencement the meeting, the meeting shall be dissolved. 23. Director to preside at General Meetings (1) The Director, or in his or her absence, the Assistant Director, shall preside as chairman at every general meeting of the Chapter. (2) If the Director and the Assistant Director are absent from a general meeting, the members present shall elect one of their number to preside as chairman thereat, or a member appointed by the Sponsoring Dealer will preside as chairperson. 24. Adjournment of General Meetings (1) The chairman of a general meeting at which a quorum is present may, with the consent of the meeting, adjourn the meeting from time to time and place to place, but no business shall be transacted at an adjourned meeting other than the business left unfinished at the meeting at which the adjournment took place. (2) Where a meeting is adjourned for fourteen days or more, the like notice of the adjourned meeting shall be given as in the case of the original meeting. (3) Except as provided in the foregoing provisions of this rule, it is not necessary to give any notice of an adjourned meeting. 25. Determination of questions arising at general meetings A question arising at a general meeting of the Chapter shall be determined on a show of hands and unless before or on the declaration of the result of the show of hands a poll is demanded, a declaration by the chairman that a resolution has, on a show of hands, been carried, or carried unanimously, or carried by a particular majority or lost, and an entry to that effect in the minute book of the Chapter is evidence of the fact, without proof of the number or proportion of the votes recorded in favour of, or against, that resolution. 26. Voting and Decisions (1) Upon any question arising at a general meeting of the Chapter, a member has only one vote. (2) All votes shall be given personally or by proxy but no member may hold more than 5 proxies. (3) In the case of an equality of voting on a question the chairman of the meeting is entitled to exercise a second or casting vote. (4) A member or proxy is not entitled to vote at any general meeting of the Chapter unless all money due and payable by the member or proxy to the Chapter has been paid, other than the amount of the annual subscription payable in respect of the then current year. (5) Any act or thing done or suffered, or purporting to have been done or suffered, by the Committee, is valid and effectual notwithstanding any defect that may afterwards be discovered in the appointment or qualification of any member of the Committee or sub-committee. 27. Appointment of Proxies Each member shall be entitled to appoint a proxy by notice given to the Secretary no later than 24 hours before the time of the meeting in respect of which the proxy is appointed. 28. Proxy voting (1) A member may vote in person or by proxy or by attorney and on a show of hands every person present who is a member or a representative of a member shall have one vote and in a secret ballot every member present in person or by proxy or by attorney or other duly authorised representative shall have one vote. (2) The instrument appointing a proxy shall be in writing, in the common or usual form under the hand of the appointer or of his attorney duly authorised in writing or, if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised. A proxy may, but need not be a member of the Chapter. The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a secret ballot. (3) Where it is desired to afford members an opportunity of voting for or against a resolution, the instrument appointing a proxy shall be in the following form or a form as near thereto as circumstances permit:- I, (name of member) of (member’s address), being a member of the Darwin Chapter - Harley Owners Group, hereby appoint (name of appointee) of (appointee’s address), or failing him, (name of second appointee), as my proxy to vote for me on my behalf at the annual/special general meeting of the Chapter, to be held on the …… day of ………………, 20…., and at any adjournment thereof. My proxy is authorised to vote in favour of/against* the resolution: (insert details) Signed (members signature) this ….. day of ……………….. 20 …. (*Strike out whichever is not applicable. Unless otherwise instructed, the proxy may vote as he thinks fit.) 29. Postal Voting Notwithstanding anything herein provided, where a majority vote of members of the Chapter is required, the Committee may cause a postal vote to be held in lieu of a vote required by the membership present at any meeting. 30. Taking of Poll If at a meeting a poll on any question is demanded it shall be taken at that meeting in such manner as the chairman may direct, and the result of the poll shall be deemed to be the resolution of the meeting on that question. 31. When Poll to be taken A poll that is demanded on the election of a chairman, or on a question of adjournment shall be taken forthwith, and a poll that is demanded on any other question shall be taken at such time before the close of the meeting as the chairman may direct. 32. Affairs of Chapter to be managed by a committee (1) The affairs of the Chapter shall be managed by a Committee of management constituted as provided in rule 34. (2) Subject to the Act, these rules, the “Charter for Local Chapters”, the rules requested by the Sponsoring Dealer that are agreeable to the Committee, and to any resolution passed by the Chapter in general meeting the Committee – (a) Shall control and manage the business and affairs of the Chapter; (b) May, subject to these rules, exercise all such powers and functions as may be exercised by the Chapter other than those powers and functions that are required by these rules to be exercised by general meetings of members of the Chapter; and (c) Subject to the Act and these rules, has power to perform all such acts and things as appear to the Committee to be essential for the proper management of the business and affairs of the Chapter. 33. Officers of the Chapter (1) The officers of the Chapter shall be – (a) A Director; (b) An Assistant Director; (c) A Secretary; (d) A Treasurer; and (e) A Public Officer (who is a person resident in the Northern Territory for the purposes of the Associations Incorporation Act); (2) The provisions of sub-rules (2), (3) and (4) of rule 35, so far as they are applicable and with the necessary modifications, apply to and in relation to the election of persons to any of the offices mentioned in sub-rule (1) of this rule. (3) Each officer of the Chapter shall hold office until the annual general meeting next after the date of his election but is eligible for re-election. (4) In the event of a casual vacancy in any office mentioned in sub-rule (1) of this rule, the Committee may appoint one of its members to the vacant office, and the members so appointed may continue in office up to and including the conclusion of the annual general meetings next following the date of his appointment. 34. Constitution of the Committee (1) The Committee shall consist of – (a) The officers of the Chapter; and (b) A minimum of two (2) other members, all of whom shall be elected at the annual general meeting of the Chapter in each year. (2) Each ordinary committeeperson shall, subject to these rules, hold office until the annual general meeting next after the date of his or her election, but is eligible for re-election. (3) In the event of a casual vacancy occurring in the office of ordinary committeeperson, the Committee may appoint a member of the Chapter to fill the vacancy, and the member so appointed shall hold office, subject to these rules until the conclusion of the annual general meeting next following the date of his or her appointment. 35. Election of Members of the Committee (1) Nominations of candidates for the election as officers of the Chapter or as ordinary Committeepersons – (a) Shall be made in writing signed by two members of the Chapter and accompanied by the written consent of the candidate (which may be endorsed on the form of nomination); and (b) Shall be delivered to the public officer of the Chapter at least ten days before the date fixed for the holding of the annual general meeting. (2) If insufficient nominations are received to fill all vacancies on the Committee, the candidates nominated shall be deemed to be elected and further nominations shall be received at the annual general meeting. (3) If the number of nominations received is equal to the number of vacancies to be filled, the persons nominated shall be deemed to be elected. (4) If the number of nominations exceeds the number of vacancies to be filled, a ballot shall be held. (5) The ballot for the election of officers and ordinary committeepersons shall be conducted at the annual general meeting in such usual and proper manner as the Committee may direct. 36. Vacation of Office (1) For the purposes of these rules, the office of an officer of the Chapter or of an ordinary committee person becomes vacant if the officer or Committeeperson– (a) Dies; (b) Becomes bankrupt or applies to take or takes advantage of any law relating to bankrupt or insolvent debtors or compounds with his creditors; (c) Becomes of unsound mind; (d) Resigns his office by writing under his hand addressed to the Committee; (e) Ceases to be resident in the Territory; (f) Fails, without leave granted by the Committee, to attend three consecutive meetings of the Committee; (g) Ceases to be a member of the Chapter; or (h) Fails to pay all arrears of subscription due by him within fourteen days after he has received a notice in writing signed by the public officer stating that he has ceased to be a financial member of the Chapter. 37. Meetings of the Committee and Sub-Committee (1) The Committee shall meet at least once in each month at such places and at such times as the Committee may determine. (2) Special meetings of the Committee may be convened by the Director or any four of its members. (3) Notice shall be given to members of the Committee of any special meeting, specifying the general nature of the business to be transacted, and no other business shall be transacted at such a meeting. (4) Any six members of the Committee constitute a quorum for the transaction of the business of a meeting of the Committee. (5) No business shall be transacted unless a quorum is present and if within half an hour of the time appointed for the meeting a quorum is not present, the meeting shall stand adjourned to the same place at the same hour of the same day in the following week unless the meeting was a special meeting, in which case it lapses. (6) At meetings of the Committee the Director, or in his absence, the Assistant Director, or in the absence of both the Director and the Assistant Director, such one of the remaining members of the Committee as may be chosen by the members present shall preside. (7) Questions arising at meetings of the Committee or of any sub-committee appointed by the Committee shall be determined on a show of hands or, if demanded by a member, by a poll taken in such a manner as the person presiding at the meeting may determine. (8) Each member present at a meeting of the Committee or of any sub-committee appointed by the committee (including the person presiding at the meeting) is entitled to one vote and, in the event of an equality of votes of any question, the person presiding may exercise a second or casting vote. (9) Written notice of each committee meeting shall be served on each member of the Committee by delivering to him at a reasonable time before the meeting or by sending it by post in a prepaid letter addressed to him at his usual or last-known place of abode in time to reach him in due course of post before the date of the meeting. 38. Disclosure of Interest in Contracts etc. (1) A member of the Committee who is interested in any contract or arrangement made or proposed to be made with the Chapter shall disclose his interest at the first meeting of the Committee at which the contract or arrangement is first taken into consideration, if his or her interest then exists, or, in any other case, at the first meeting of the Committee after the acquisition of his or her interest. (2) If a member of the Committee becomes interested in a contract or arrangement after it is made or entered into he shall disclose his interest at the first meeting of the Committee after he becomes so interested. (3) No member of the Committee shall vote as a member of the Committee in respect of any contract or arrangement in which he is interested and if he does so vote his vote shall not be counted. 39. Sub-committees and Executive Committee (1) The Committee may at any time appoint a sub-committee from the Committee as it may think fit and shall prescribe the powers and functions thereon. (2) The Committee may co-opt as members of a sub-committee such persons as it thinks fit, whether or not those persons are members of the Chapter but a person so co-opted is not entitled to vote. (3) Three appointed members of a sub-committee constitute a quorum at a meeting of the sub-committee. (4) The public officer of the Chapter is responsible for calling meetings of a sub-committee. (5) Written notice of each sub-committee meeting shall be served on each member of the sub-committee by delivering to him at a reasonable time before the meeting or by sending it by post in a pre-paid letter addressed to him at his usual or last-known place of abode in time to reach him in due course of post before the date of the meeting. (6) The Director, the Assistant Director, the Secretary, and the Treasurer constitute an executive committee, which may issue instructions to the public officer and the servants of the Chapter in matters of urgency connected with the management of the affairs of the Chapter during the intervals between meetings of the Committee, and where any such instructions are issued shall report thereon to the next meeting of the Committee. 40. Annual Subscriptions (1) Until otherwise fixed pursuant to sub-rule (2) of this rule, the annual subscription payable by members shall be prescribed by the Committee. (2) The amount of the annual subscription may be altered from time to time by the members by resolution. (3) The annual subscription of a member is due and payable on or before the first day of the financial year of the Chapter. 41. Financial Year The financial year of the Chapter is the period beginning 1 January and ending on 31 December in each year. 42. Notices A notice may be served by or on behalf of the Chapter upon any member either personally or by sending it through the post in a pre-paid letter addressed to the member at the member’s address shown in the register of members or last-known place of abode. 43. Expulsion of Members (1) Subject to this rule, the Committee may expel a member from the Chapter if, in the opinion of the Committee the member has been guilty of conduct detrimental to the interests of the Chapter. (2) The expulsion of a member pursuant to sub-rule (1) of this rule does not take effect: (a) Until the expiration of fourteen days after the service on the member of a notice under sub-rule (3) of this rule; or (b) If the member exercises his right of appeal under this rule, until the conclusion of the special general meeting convened to hear the appeal, whichever is the later date. (3) Where the Committee expels a member from the Chapter, the public officer of the Chapter shall, without undue delay cause to be served on the member, a notice in writing – (a) Stating that the Committee has expelled the member; (b) Specifying the grounds for the expulsion; and (c) Informing the member that if he or she so desires, he or she may, within fourteen days after the service of the notice on him or her, appeal against the expulsion as provided by this rule. (4) A member on whom a notice under sub-rule (3) of this rule is served may appeal against the expulsion to a special general meeting by delivering or sending by post to the public officer of the Chapter, within fourteen days after the service of that notice, a requisition in writing demanding the convening of such a meeting for the purpose of hearing his appeal. (5) Upon receipt of a requisition under sub-rule (3) of this rule, the public officer shall forthwith notify the Committee of its receipt and the Committee shall thereupon cause a special general meeting of members to be held within twenty-one days after the date on which the requisition is received by the public officer. (6) At a special general meeting convened for the purpose of this rule – (a) No business other than the question of the expulsion shall be transacted; (b) The Committee may place before the meeting details of the grounds of the expulsion and the Committee’s reasons for the expulsion; (c) The expelled member shall be given an opportunity to be heard; and (d) The members present shall by secret ballot on the question whether the expulsion should be lifted or confirmed. (7) If at the special general meeting a majority of the members present vote in favour of the lifting of the expulsion, the expulsion shall be deemed to have been lifted and the expelled member is entitled to continue his or her membership of the Chapter. (8) If at the special general meeting a majority of the members present vote in favour of the confirmation of expulsion, the expulsion takes effect, and the expelled member ceases to be a member of the Chapter. 44. Alteration of the Constitution (1) The rules may be amended by resolution passed by a two-thirds majority of financial members voting at a special general meeting. (2) Notice of the proposed amendment shall be included in the notice calling the special general meeting. (3) An amendment to the objects and purposes of the Chapter shall not be effective until approved by the Registrar of Associations in the NT. (4) An alteration of the objects, purposes or rules is of no effect until a copy of the alteration is lodged with the Registrar of Associations in the NT. 45. Seal of the Chapter (1) The seal of the Chapter shall be in the form of a rubber stamp, inscribed with the name of the Chapter encircling the word “Seal”. (2) The seal of the Chapter shall not be fixed to any instrument except by the authority of the Committee and the affixing thereof shall be attested by the signatures either of two members of the Committee or of one member of the Committee and of the public officer of the Chapter or such other person as the Committee may appoint for that purpose, and that attestation is sufficient for all purposes that the seal was affixed by authority of the Committee. (3) The seal shall remain in the custody of the public officer. 46. Dissolution of Chapter In the event of the Chapter being wound up, any surplus assets remaining after payment of the Chapter’s liabilities shall be transferred to another entity that prohibits distribution of assets and income to at least the same extent, or to an approved charity. ?? ?? ?? ?? 1 1