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(B)
where no determination has been made by the National Board under
rule 4.28(b)(2)(A), 5 Branch Committee members.
(c)
If there is a vacancy in the office of a member of a Branch Committee, the remaining
member or members of the Branch Committee may act but, if the number of
remaining members of the Branch Committee is not sufficient to constitute a quorum
at a meeting of the Branch Committee, the remaining member or members of the
Branch Committee may only act in an emergency or for the purpose of increasing the
number of members of the Branch Committee to a number sufficient to constitute a
quorum or of convening a general meeting.
4.29 Chairperson
(a)
The President of each Branch must preside as chairperson of each meeting of a
Branch Committee.
(b)
If at a meeting of a Branch Committee:
(1)
there is no President;
(2)
the President is not present within the period of time determined in
accordance with rule 4.29(c) after the time appointed for the holding of the
meeting; or
(3)
the President is present within that time but is not willing to act as
chairperson of the meeting,
the Vice President must preside at the meeting of the Committee and if at that
meeting of a Branch Committee:
(4)
there is no Vice President;
(5)
the Vice President is not present within the period of time determined in
accordance with rule 4.29(c) after the time appointed for the holding of the
meeting; or
(6)
the Vice President is present within that time but is not willing to act as
chairperson of the meeting,
the members of the Branch Committee present must elect one of their number to be
chairperson of the meeting.
(c)
For the purposes of rule 4.29(b), the period of time is:
(1)
that period of time determined by the National Board from time to time on
the recommendation of the relevant Branch Committee; or
(2)
where no determination has been made by the National Board under rule
4.29(c)(1), 30 minutes.
(d)
The person chairing a meeting of the Branch Committee may, with the approval of
the members of the Committee present at the meeting, vacate the chair, in which
event the members of the Branch Committee present must elect one of their number
to replace the chairperson for so long as those members determine.
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4.30 Decisions of a Branch Committee
(a)
A meeting of a Branch Committee at which a quorum is present is competent to
exercise all or any of the authorities, powers and discretions vested in or exercisable
by a Branch Committee under these rules.
(b)
Questions arising at a meeting of a Branch Committee are to be decided by a
majority of votes cast by the Branch Committee members present at the meeting and
any such decision is for all purposes a determination of the Branch Committee.
(c)
In the event of an equality of votes upon any proposed resolution the person chairing
the meeting will have a second or casting vote.
4.31 Validity of acts
An act done by a Branch Committee, a meeting of a Branch Committee, or a person acting
as a Branch Committee member is not invalidated by reason only of:
(a)
a defect in the appointment of the person as a Branch Committee member; or
(b)
the person being disqualified to be a Branch Committee member, having vacated
office, or not being entitled to vote,
if that circumstance was not known by the person or the Branch Committee members (as the
case may be) when the act was done.
4.32 Vacancy in office of National General Meeting Representative
(a)
Each National General Meeting Representative holds office until:
(1)
the conclusion of the next annual General Meeting of the Branch following
his or her election; or
(2)
he or she otherwise ceases to hold office pursuant to these rules.
(b)
If any office of a National General Meeting Representative falls vacant that office
may be filled at:
(1)
a meeting of the Branch Committee held after the occurrence of the vacancy
of which business notice has been given to all Branch Committee members;
or
(2)
a General Meeting called by the Branch Committee.
5
Executive or administrative officers
5.1
Appointment of Executive or Administrative Officers by the National
Board
(a)
The National Board may:
(1)
for the purpose of enabling AIA to carry out its objects, appoint and employ
one or more executive, administrative or clerical officers or other persons for
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such term and (subject to and in accordance with any industrial award) on
such conditions, as it thinks fit; and
(2)
subject to any such award, terminate the employment of any officer or person
so appointed.
(b)
A person employed under rule 5.1(a) is responsible to and must carry out the
directions of the National Board and such powers, discretions and duties vested in
them by the National Board.
(c)
A person employed by AIA is not eligible to be elected or appointed to be a member
of the National Board, a member of a Branch Committee or as a National General
Meeting Representative.
6
Seals
6.1
Safe custody of seal
The National Board must provide for the safe custody of the seal.
6.2
Use of seal
(a)
The seal must be used only by the authority of the National Board or of a committee
of directors authorised by the National Board to authorise the use of the seal.
(b)
The authority to use the seal may be given before or after the seal is used.
(c)
Until the directors otherwise determine, every document to which the seal is affixed
must be signed by a director and countersigned by another director, a Secretary or
another person appointed by the National Board to countersign that document or a
class of documents in which that document is included.
6.3
Seal register
(a)
AIA must keep a seal register and, upon the affixing of the seal to any document
(other than a certificate for securities of AIA), must enter in the register particulars
of the document, giving in each case the date of the document, the names of the
parties to the document, a short description of the document and the names of the
persons signing and countersigning the document under rule 6.2(c).
(b)
The register must be produced at meetings of the National Board for confirmation of
the use of the seal since confirmation was last given under this rule 6.3.
(c)
Failure to comply with rule 6.3(a) or (b) does not invalidate any document to which
the seal is properly affixed.
6.4
Official seal
(a)
AIA may have for use in place of its common seal outside the state or territory where
its common seal is kept one or more official seals, each of which must be a facsimile
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