xxix
(4)
if the director is removed from office pursuant to rule 4.4(f) or 4.4(g);
(5)
if the director becomes of unsound
mind or a person who is, or whose estate
is, liable to be dealt with in any way under the law relating to mental health;
(6)
if the director holds an office remunerated by salary, wages or fees under
AIA;
(7)
if the director is directly or indirectly interested in a contract or proposed
contract with AIA;
(8)
if he or she ceases to be a member of AIA;
(9)
if he or she becomes a Non-Financial Member of AIA;
(10)
the period for which he or she was elected expires; or
(11)
he or she dies.
(e)
DELETED.
(f)
AIA in General Meeting may remove a director.
(g)
A Branch General Meeting by ordinary resolution may remove from the relevant
Branch Committee the regional representative director appointed or elected by that
branch.
(h)
The grounds on which a director can be removed under rules 4.4(f) and 4.4(g) are:
(1)
the person contravened or failed to comply with:
(A)
a provision of the memorandum of association; or
(B)
these rules; or
(2)
the person acted in a manner contrary to, or has failed to perform an
obligation required by AIA in General Meeting.
4.5
DELETED.
4.6
Remuneration of directors
(a)
AIA must not pay or give any remuneration or other benefit in money or money's
worth to any director in his or her capacity as such except:
(1)
repayment of all travelling and other expenses properly incurred by them in
connection with the affairs of AIA, including, without limitation, attending
and returning from National General Meetings or meetings of the National
Board where that amount does not exceed an amount previously approved by
the National Board; and
(2)
payment of reasonable and proper rent for premises demised or let by him or
her to AIA.
(b)
All payments made by AIA to a director pursuant to this rule 4.6 must be approved
by the National Board.
4.7
Interested directors
(a)
A director must not hold any office of AIA remunerated by salary, wages or fees.
xxx
(b)
A director may be or become a director or other officer of,
or otherwise interested
in, any related body corporate or any other body corporate promoted by AIA or in
which AIA may be interested as a shareholder or otherwise and is not accountable to
AIA for any remuneration or other benefits received by the director as a director or
officer of, or from having an interest in, that body corporate.
(c)
The National Board may exercise the voting rights conferred by shares in any body
corporate held or owned by AIA in such manner in all respects as the National Board
thinks fit (including voting in favour of any resolution appointing a director as a
director or other officer of that body corporate or voting for the payment of
remuneration to the directors or other officers of that body corporate) and a director
may, if permitted by law, vote in favour of the exercise of those voting rights
notwithstanding that he or she is, or may be about to be appointed, a director or other
officer of that other body corporate and, as such, interested in the exercise of those
voting rights.
(d)
Notwithstanding that certain provisions of section 191 of the Corporations Act
relating to declarations of interest do not apply to AIA it is hereby provided that the
following provisions will apply to the directors:
(1)
a director who is in any way, whether directly or indirectly,
interested in a
contract or proposed contract with AIA must, as soon as practicable after the
relevant facts have come to the knowledge of the director, declare the nature
of the interest at a meeting of theNational Board;
(2)
a director who holds any office or possesses any property whereby, whether
directly or indirectly, duties or interests might be created in conflict with his
or her duties or interests as a director must in accordance with rule 4.7(d)(3)
declare at a meeting of the National Board the act and nature, character and
extent of the conflict;
(3)
a declaration required by rule 4.7(d)(2) in relation to the holding of an office
or the possession of any property must be made by a person:
(A)
where the person holds the office or possesses the property as
mentioned in rule 4.7(d)(2) when the person becomes a director - at
the first meeting of the National Board held after:
(aa)
the person becomes a director ; or
(bb)
the relevant facts as to the holding
of the office or the
possession of the property came to the person’s knowledge;
whichever is the later;
(B)
where the person begins to hold the office or comes into possession of
the property as mentioned in rule 4.7(d)(2) after the person becomes a
director at the first meeting of the National Board held after the
relevant facts as to the holding of the office or the possession of the
property came to the person's knowledge;
(4)
the National Board secretary must record every declaration made under this
rule 4.7(d) in the minutes of the meeting in which it was made;