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(f)
Subject to 4.22(g), the office of a Branch Committee member may be filled, either in
addition to the existing Branch Committee members or to fill a casual vacancy, by:
(1)
a meeting of the Branch Committee of which business notice has been given
to all Branch Committee members; or
(2)
a General Meeting called by the Branch Committee.
(g)
Where there is a vacancy in the office of regional representative director:
(1) the Branch Committee at a meeting of which notice of the business has been
given to all Branch Committee members; or
(2) a General Meeting of the Branch called by the Branch Committee
may elect or appoint any member of the Branch (including someone already a
member of the Branch Committee) to fill the vacancy.
4.23 Remuneration of Branch Committee members
Neither AIA nor any Branch must pay or give any remuneration or other benefit in money or
money's worth to any Branch Committee member in his or her capacity as such except:
(a)
repayment of all travelling and other expenses properly incurred by them in
connection with the affairs of the Branch, including, without limitation, attending
and returning from Branch General Meetings or meetings of the Branch Committee
where that amount does not exceed an amount previously approved by the National
Board; and
(b)
payment of reasonable and proper rent for premises demised or let by him or her to
AIA.
4.24 Interested Branch Committee members
(a)
A member of the Branch Committee must not hold any office of AIA remunerated
by salary, wages or fees.
(b)
A member of the Branch Committee 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
Branch Committee member as a director or officer of, or from having an interest in,
that body corporate.
(c)
Notwithstanding that certain provisions of section 191 of the Corporations Act
relating to declarations of interest do not apply to the Branches, until otherwise
determined by the National Board it is hereby provided that the following provisions
will apply to the members of a Branch Committee:
(1)
a Branch Committee member 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
member of the Branch Committee, declare the nature of the interest at a
meeting of the Branch Committee;
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(2)
a Branch Committee member 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 member of a Branch
Committee must in accordance with rule 4.24(c)(3) declare at a meeting of
the Branch Committee the act and nature, character and extent of the conflict;
(3)
a declaration required by rule 4.24(c)(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 4.24(c)(2) when the person becomes a member of a
Branch Committee - at the first meeting of the Branch Committee
held after:
(aa)
the person becomes a member of the Branch Committee; 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 4.24(c)(2) after the person becomes
a member of a Branch Committee - at the first meeting of the Branch
Committee 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 Secretary of the Branch Committee must record every declaration made
under this rule 4.24(c) in the minutes of the meeting in which it was made;
(5)
the requirements of rule 4.24(c) do not apply in respect of an interest of a
member of a Branch Committee that consists only of being a member or
creditor of a corporation that is interested in a contract or a proposed contract
with AIA if the interest of the member of the Branch Committee may
properly be regarded as not being a material interest; and
(6)
a member of the Branch Committee must not be taken to be, or to have been
at any time, interested in a contract or proposed contract merely because:
(A)
where the contract or proposed contract relates to a
loan to AIA - the
member of the Branch Committee has guaranteed or joined in
guaranteeing the repayment of the loan or any part of the loan; or
(B)
where the contract or proposed contract has been or will be made with
or for the benefit or on behalf of a body corporate that is related to
AIA - the member of the Branch Committee is a director of that body
corporate.
4.25 Proceedings of a Branch Committee
(a)
Subject to these rules, the Branch Committee members may meet together for the
dispatch of business and adjourn and otherwise regulate their meetings as they think
fit.