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(6)
even though the instrument may refer to a specific meeting to be held at a
specified time or venue, where the meeting is re-scheduled or adjourned to
another time or changed to another venue, to attend and vote at the re-
scheduled or adjourned meeting or at the new venue.
(e)
An instrument appointing a proxy may direct the manner in which the proxy is to
vote in respect of a particular resolution and, where an instrument so provides, the
proxy is not entitled to vote on the proposed resolution except as directed in the
instrument.
(f)
Subject to rule 3.10(h), an instrument appointing a proxy need not be in any
particular form provided it is in writing, legally valid and:
(1)
in the case of a natural person, signed by the appointer; or
(2)
in the case of a body corporate, executed under the seal of the appointer.
For the purposes of this rule 3.10, a proxy instrument received at an electronic
address specified in the notice of meeting for the receipt of proxy instruments, or
otherwise received by AIA in accordance with the Corporations Act, is taken to have
been signed or executed if the appointment of the proxy:
(1)
includes or is accompanied by a personal identification code allocated by the
company to the member making the appointment;
(2)
has been authorised by the member in another manner approved by the
directors and specified in or with the notice of meeting; or
(3)
is otherwise signed or authenticated in accordance with the Corporations Act.
(g)
Subject to rule 3.10(h), a proxy may not vote at a National General Meeting or
adjourned meeting or on a poll unless the instrument appointing the proxy is
deposited with the Secretary at the registered office of AIA or at such other place
specified for that purpose in the notice convening the meeting before the time for
holding the meeting or adjourned meeting or taking the poll (as the case may be).
(h)
The National Board may waive all or any of the requirements of rules 3.10(f) and (g)
and in particular may, upon the production of such other evidence as the National
Board requires to prove the validity of the appointment of a proxy, accept the
deposit, tabling or production of a copy (including a copy sent by facsimile or by
electronic means) of an instrument appointing a proxy or of the power of attorney or
other authority under which the instrument is signed.
(i)
A vote given in accordance with the terms of an instrument appointing a proxy is
valid despite the revocation of the instrument or of the authority under which the
instrument was executed, if no notice in writing of the revocation has been received
by AIA by the time and at one of the places at which the instrument appointing the
proxy is required to be deposited, tabled or produced under rule 3.10(g).
(j)
The appointment of a proxy is not revoked by the appointer attending and
taking part
in the National General Meeting but, if the appointer votes on any resolution, the
proxy is not entitled to vote, and must not vote, as the appointer's proxy on the
resolution.
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3.11
Appointment and removal of AIA Auditor
(a)
At each annual National General Meeting, if there is a vacancy in the office of the
auditor of AIA, AIA must appoint a person or persons, or firm or firms, to fill the
vacancy.
(b)
AIA must not appoint a person or firm as auditor of AIA unless that person or firm
has, before the appointment, consented by notice in writing given to AIA or to the
National Board to act as auditor and has not withdrawn that consent by similar notice
in writing.
(c)
AIA is not entitled to appoint a person or firm as auditor of AIA at its annual
National General Meeting, not being a meeting at which an auditor is removed from
office, unless notice of his, her or its nomination as auditor was given to AIA by a
member of AIA, who must not be a Non Financial Member, not less than 21 days
before the meeting.
(d)
Where notice of nomination of a person or firm for appointment as auditor of AIA is
received by AIA, AIA must:
(1)
not less than 7 days before the meeting; or
(2)
at the time notice of the meeting is given;
send a copy of the notice of nomination to each person or firm nominated, to each
auditor of AIA and to each person entitled to receive notice of National General
Meetings.
(e)
Within 1 month after a vacancy occurs in the office of auditor of AIA (other than a
vacancy caused by the removal of an auditor from office), if there is no surviving or
continuing auditor of AIA the National Board must, unless AIA at a National
General Meeting has appointed a person or persons, a firm or firms, or a person or
persons and a firm or firms, to fill the vacancy, appoint a person or persons, firm or
firms, or a person or persons and a firm or firms, to fill the vacancy.
(f)
Where the auditor of AIA is removed from office at a National General Meeting in
accordance with section 329 of the Corporations Act:
(1)
AIA may at that meeting (without adjournment), by a resolution passed by a
majority of not less than three quarters of those who being entitled to do so,
vote in person or, where proxies are allowed, by proxy, appoint as auditor or
auditors a person or persons, firm or firms, or a person or persons and a firm
or firms, to whom or which has been sent a copy of the notice of nomination
in accordance with the Corporations Act; or
(2)
if such a resolution is not passed or, by reason only that such a copy of the
notice of nomination has not been sent to a person, could not be passed, the
meeting may be adjourned to a day not earlier than 20 days and not later than
30 days after the day of the meeting and AIA may, at the adjourned meeting,
by ordinary resolution appoint as auditor or auditors a person or persons, firm
or firms, or a person or persons and firm or firms, notice of whose
nomination or appointment as auditor has been received by AIA from a
member of AIA, who must not be a Non Financial Member, at least 14 clear
days before the day to which the meeting is adjourned.