Amnesty international australia
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of the common seal of AIA with the addition on its face of the name of the place where it is to be used. (b)
A document sealed with an official seal is to be taken as having been sealed with the common seal of AIA.
Distribution of profits 7.1 Dividends The National Board may not declare and pay interim or final dividends.
Minutes and records 8.1 Minutes (a)
The National Board must cause minutes of all proceedings of National General Meetings and of meetings of the National Board to be entered, within one month after the relevant meeting is held, in books kept for that purpose. (b)
The Secretary must cause minutes of National General Meetings to be sent to each Branch and to such other persons as a National General Meeting or the National Board may direct within one month after the date on which the meeting was held. (c)
A Branch Committee must cause minutes of all general meetings of the Branch and of meetings of the Branch Committee to be entered, within one month after the relevant meeting is held, in books kept for that purpose and sent to the Secretary. (d)
A committee of the Board referred to in rule 4.15 must cause minutes of its meetings to be kept and when confirmed by that committee to be provided to the next meeting of the National Board.
Signing of minutes Except in the case of documents which are taken to be minutes under rule 4.14: (a) in the case of AIA, those minutes must be signed by the person chairing the meeting at which the proceedings took place or by the person chairing the next succeeding meeting; (b) in the case of a Committee, unless otherwise determined by the National Board, those minutes must be signed by the person chairing the meeting at which the proceedings took place or by the person chairing the next succeeding meeting.
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Minutes as evidence Any minutes of a meeting purporting to be signed by the person chairing the meeting or of the next succeeding meeting are (in the absence of proof to the contrary) sufficient evidence of:
(a) the matters stated in the minutes of the meeting; (b) the meeting having been duly convened and held; and (c) The validity of all proceedings at the meeting.
(a)
The National Board may determine whether and to what extent, and at what time and places and under what conditions, the minute books, accounting records and other documents of AIA or any of them will be open to the inspection of members other than directors . (b) A member other than a director does not have the right to inspect any books, records or documents of AIA except as provided by law or authorised by the National Board.
9 Notices 9.1 Notices by AIA or Branch to members (a)
A notice may be given by AIA or a Branch to a member: (1)
by serving it personally at, or by sending it by post in a prepaid envelope to, the member's address as shown in the register of members or such other address, or by facsimile transmission or other electronic means to such facsimile number or electronic address, as the member has supplied to AIA for the giving of notices; or (2)
if the member does not have a registered address and has not supplied another address to AIA for the giving of notices or where AIA believes that member is not known at the member’s registered address, by exhibiting it at the registered office of AIA. (b) The fact that a person has supplied a facsimile number or electronic address for the giving of notices does not require AIA or Branch to give any notice to that person by facsimile or other electronic means. (c) A signature to any notice given by AIA to a member under this rule 9.1 may be printed or affixed by some mechanical or other means. (d)
A certificate signed by a director or Secretary of AIA to the effect that a notice has been given in accordance with these rules is conclusive evidence of that fact.
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Notices by AIA to directors Subject to these rules, a notice may be given by AIA to any director either by serving it personally at, or by sending it by post in a prepaid envelope to, the usual residential or business address of the member, or such other address, or by facsimile transmission or electronic means to such facsimile number or electronic address as the member has supplied to AIA for the giving of notices. 9.3 Notices by members or directors to AIA or Branch Subject to these rules, a notice may be given by a member or director to AIA or a Branch: (a) by serving it on AIA or Branch (as the case may be); or (b) by sending it by post in a prepaid envelope to the registered office of AIA or Branch (as the case may be); or (c)
by sending it by facsimile transmission or electronic means to the principal facsimile number or electronic address at the registered office of AIA or Branch (as the case may be).
A notice sent by post to an address outside the Commonwealth must be sent by airmail. 9.5 Time of service (a)
Where a notice is sent by post, service of the notice is to be taken to be effected if a prepaid envelope containing the notice is properly addressed and placed in the post and to have been effected: (1)
in the case of a notice of a National General Meeting, or Branch General Meeting on the day after the date of its posting; or (2) in any other case, at the time at which the letter would be delivered in the ordinary course of post. (b)
Where a notice is sent by facsimile transmission, service of the notice is to be taken to be effected if the correct facsimile number appears on the facsimile transmission report generated by the sender's facsimile machine and to have been effected at the time the facsimile transmission is sent. (c) Where notice is sent by electronic transmission, the notice is taken as served at the time the electronic transmission is sent if a message indicating receipt has been received by AIA. (d) Where AIA gives notice to a member by any other means permitted by the Corporations Act relating to the giving of notices and electronic means of access to them, the notice is taken as given at 10.00am on the day after the date on which the member is notified that the notice is available. (e)
Where AIA gives a notice under rule 9.1(a)(2) by exhibiting it at the registered office of AIA, service of the notice is to be taken to be effected when the notice was first so exhibited. (f)
Where a member gives a notice to AIA by electronic means, the notice is received by AIA when it is received in accordance with the Corporations Act, and to the extent permitted by the Corporations Act, if the document is produced or the transmission
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of the document is otherwise verified to AIA in the manner specified or permitted by AIA from time to time.
Other communications and documents Rules 9.1 to 9.5 (inclusive) apply, so far as they can and with such changes as are necessary, to the service of any communication or document.
Notices in writing A reference in these rules to a notice in writing includes a notice given by facsimile transmission, electronic means or any other form of written communication.
10 Accounts 10.1 Keeping of accounts AIA must: (a) keep such accounting records as correctly record and explain its transactions (including any transactions as trustee) and financial position; and (b)
so keep its accounting records that: (1)
true and fair accounts of AIA can be prepared from time to time; and (2)
its accounts can be conveniently and properly audited and reviewed in accordance with the Corporations Act.
AIA must retain the accounting records kept by it under these rules for 7 years after the completion of the transactions to which they relate.
AIA must keep its accounting records at such place or places as the directors think fit.
Subject to any reasonable restrictions as to the time and manner of inspecting the accounting records of AIA that may be imposed by the National Board from time to time, the accounting records of AIA shall be open to the inspection of any person.
The directors must, before the deadline after an accounting period, cause to be made out:
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(a) a profit and loss account; and (b)
a balance-sheet, as at the end of that accounting period that gives a true and fair view of AIA's state of affairs as at the end of that accounting period.
Before AIA's accounts are made out under rule 10.5, the directors must take reasonable steps:
(a) to find out what has been done about writing off bad debts and making provisions for doubtful debts; and (b)
to cause all known bad debts to be written off and adequate provision to be made for doubtful debts. 10.7 Current assets Before AIA's accounts are made out under rule 10.5, the directors must take reasonable steps to find out whether any current assets, other than bad or doubtful debts, are unlikely to realise (whether directly or indirectly) in the ordinary course of business their value as shown in AIA's accounting records and, if so, to cause: (a)
the value of those assets to be written down to an amount that they might be expected so to realise; or (b) adequate provisions to be made for the difference between their value as so shown and the amount that they might be expected so to realise.
Before AIA's accounts are made out under rule 10.5, the directors must take reasonable steps:
(a) to find out whether the value of any non-current asset is shown in AIA's books at an amount that, having regard to the asset's value to AIA as a going concern, exceeds the amount that it would have been reasonable for AIA to spend to acquire the asset as at the end of the accounting period; and (b)
unless adequate provision for writing down the value of that asset is made, to cause to be included in the accounts such information and explanations as will prevent the accounts from being misleading because of the overstatement of the value of that asset.
10.9 Audit and review The directors must take reasonable steps to ensure that AIA's financial statements for an accounting period are audited or reviewed in accordance with the Corporations Act before the deadline after that accounting period.
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The directors must ensure that AIA's financial statements for an accounting period comply with such of the prescribed requirements under the Corporations Act as are relevant to financial statements.
Subject to rule 10.9, the directors must ensure that AIA's financial statements for an accounting period are made out in accordance with applicable accounting standards.
If AIA's financial statements for an accounting period, as prepared in accordance with rules 10.9 and 10.10, would not otherwise give a true and fair view of the matters with which this Part requires them to deal, the directors must add such information and explanations as will give a true and fair view of those matters.
Each Branch Treasurer must keep books of account as required by AIA from time to time.
11 Indemnity and insurance 11.1 Persons to whom rules 11.2 and 11.3 apply For the purposes of rules 11.2 and 11.3, “Officer” means: (a) those persons set out in paragraphs (a) and (b) of the definition of “officer” in section 9 of the Corporations Act; and (b)
such other persons as the National Board may determine from time to time.
AIA hereby indemnifies each past and present Officer to the full extent permitted by law including, without limitation: (a) a person who is or has been an Officer of AIA against a liability incurred by the person as such an Officer to another person (other than AIA or a related body corporate) unless that liability arises out of conduct involving a lack of good faith; and (b)
a person who is or has been an Officer of AIA against a liability incurred by the person:
(1) in defending proceedings, whether civil or criminal, in which judgment is given in favour of the person or in which the person is acquitted; or
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(2) in connection with an application, in relation to such proceedings, in which the Court grants relief to the person under the Corporations Act.
AIA may, to the extent permitted by law pay or agree to pay a premium in respect of a contract insuring a person who is or has been an Officer of AIA against liability incurred by the person as such an Officer of AIA except in the circumstances prescribed in the Corporations Act.
12 Register of directors 12.1 Keeping of register AIA must keep a register of the directors and the Secretaries of AIA. 12.2 Details in register The register kept pursuant to rule 12.1(“Register”) must: (a) contain with respect to each director and each Secretary his or her consent in writing to appointment as such; (b)
must specify: (1)
with respect to each director - (A)
the present Christian or given name and surname, any former Christian or given name or surname, the date and place of birth, the usual residential address, and the business occupation (if any), of each member; and (B) particulars of directorships held by the member in other bodies corporate that under the law of any State or Territory are public companies or subsidiaries of public companies; and (2) with respect to each Secretary, his or her full name, date and place of birth, address and other occupation (if any).
The Register must be open for inspection: (a)
by any member of AIA - without charge; and (b)
by any other person - on payment of an amount not exceeding the amount fixed for the purpose by the National Board, or, where the National Board has not fixed an amount, without charge.
A person may request AIA to give to the person a copy of the Register or any part of the Register and, where such a request is made, AIA must send the copy to the person:
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(a) if the National Board requires payment of an amount - within 21 days after payment of an amount not less than the required amount is received by AIA; or (b) otherwise - within 21 days after the request is made. 13 General 13.1 Amendment of rules These rules may be amended in accordance with the Corporations Act. 13.2 Submission to jurisdiction Each member submits to the non exclusive jurisdiction of the Supreme Court of the State or Territory in which the registered office of AIA is located, the Federal Court of Australia and the Courts which may hear appeals from those Courts.
(a)
Any provision of, or the application of any provision of, these rules which is prohibited in any place is, in that place, ineffective only to the extent of that prohibition. (b)
Any provision of, or the application of any provision of, these rules which is void, illegal or unenforceable in any place does not affect the validity, legality or enforceability of that provision in any other place or of the remaining provisions in that or any other place.
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