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(k)
Where two or more persons are members of AIA by virtue of having paid
a joint
annual membership fee, such persons may between them appoint only one proxy in
respect of a Branch General Meeting and such proxy will at a Branch General
Meeting (whether on a show of hands or on a poll) be entitled to cast not more than
two votes upon any proposed resolution.
4
National Board and committees
Part 1 - National Board
4.1
National Board composition
(a)
The directors of AIA are the members of the National Board.
(b)
The National Board comprises:
(1)
7 members of AIA elected at an annual National General Meeting; and
(2)
the 7 regional representative directors .
(c)
Where there is a casual vacancy in the directors elected under rule 4.1(b)(1), the
National Board may appoint any natural person who is a member of AIA to be a
director to fill that casual vacancy until the conclusion of the next annual National
General Meeting. The person appointed to fill the casual vacancy will hold the same
office and classification (under rule 4.3 (a)) as the outgoing director.
(d)
DELETED.
(e)
The total number of directors must not as a result of an
appointment to fill a casual
vacancy at any time be:
(1)
greater than the maximum number allowed under these rules; or
(2)
less than the minimum number required by the Corporations Act.
(f)
A director (other than a regional representative director) must not be a member of a
Branch Committee.
4.2
Powers and duties of the National Board
(a)
The National Board is responsible for managing the business of AIA and may
exercise to the exclusion of AIA in General Meeting all the powers of AIA which are
not required, by the Corporations Act or by these rules, to be exercised by AIA in
General Meeting. Without limiting the generality of this paragraph, the National
Board has the following powers and responsibilities:
(1)
interpreting and carrying out resolutions passed at National General
Meetings;
(2)
preparing recommendations for consideration at National General Meetings;
(3)
implementing in Australia decisions of the International Council;
(4)
making by-laws for the purposes of AIA that are not inconsistent with the
Corporations Act, the Memorandum of Association
of AIA or these rules for
the purposes of giving effect to any decision of:
(A)
the International Council;
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(B)
the International Board;
(C)
AIA in General Meeting; or
(D)
the National Board.
(b)
Without limiting the generality of rule 4.2(a), the National Board may:
(1)
exercise all the powers of AIA to borrow or otherwise raise money, to charge
any property or business of AIA and to issue debentures or give any other
security for a debt, liability or obligation of AIA or of any other person;
(2)
determine how cheques, promissory notes, bankers drafts,
bills of exchange
or other negotiable instruments must be signed, drawn, accepted, endorsed or
otherwise executed, as the case may be, by or on behalf of AIA;
(3)
pay out of AIA's funds all expenses of the promotion, formation and
registration of AIA and the vesting in it of the assets acquired by it;
(4)
(without limiting the generality of rule 5.1) appoint or employ any person to
be an officer, agent or attorney of AIA for such purposes with such powers,
discretions and duties (including powers, discretions and duties vested in or
exercisable by the National Board), for such period and upon such conditions
as they think fit;
(5)
authorise an officer, agent or attorney to delegate all or any of the powers,
discretions and duties vested in the officer, agent or attorney; and
(6)
subject to any contract between
AIA and the relevant officer, agent or
attorney, remove or dismiss any officer, agent or attorney of AIA at any time,
with or without cause.
(c)
A power of attorney may contain such provisions for the protection and convenience
of the attorney or persons dealing with the attorney as the National Board thinks fit.
(d)
The National Board may from time to time provide for the management of the affairs
of AIA in each of the States and Territories in such manner as it thinks fit.
(e)
Nothing in these rules prejudices, limits or restricts the generality of rule 4.2(d).
(f)
Subject to rule 4.2(g), the National Board must not perform its functions or exercise
its powers in a manner that is inconsistent with a resolution of a National General
Meeting.
(g)
The National Board may perform its functions or exercise its powers in a manner
that is inconsistent with a resolution of a National General Meeting if the decision of
the NEC to do so is unanimous and is reached in good faith.
(h)
For the purposes of rule 4.2(g), performance of functions and exercise of powers
includes refraining from performing functions or exercising powers.
(i)
In addition to any other duties imposed upon them under these rules or by law, each
director is under the following duties:
(1)
to act bona fide in the interests of AIA as a whole;
(2)
to exercise powers for the purpose for which they are conferred and not for
any collateral or improper purpose;