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(2)
words importing the singular include the plural and
vice versa;
(3)
words importing a gender include every other gender;
(4)
words used to denote persons generally or importing a natural person include
any company, corporation, body corporate, body politic, partnership, joint
venture, association, board, group or other body (whether or not the body is
incorporated);
(5)
a reference to a person includes that person's successors and legal personal
representatives;
(6)
a reference to any statute, regulation, proclamation, ordinance
or by law
includes all statutes, regulations, proclamations, ordinances or by laws
varying, consolidating or replacing them and a reference to a statute includes
all regulations, proclamations, ordinances and by laws issued under that
statute;
(7)
where a word or phrase is given a particular meaning,
other parts of speech
and grammatical forms of that word or phrase have corresponding meanings.
1.2
Application of the Corporations Act
(a)
These rules are to be interpreted subject to the Corporations Act.
(b)
Unless the contrary intention appears, an expression in a rule that deals with a matter
dealt with by a provision of the Corporations Act has the same meaning as in that
provision of the Corporations Act.
(c)
Subject to rule 1.2(b), unless the contrary intention appears, an expression in a rule
that is defined in section 9 of the Corporations Act has the same meaning as in that
section.
1.3
Exercise of powers
(a)
AIA may exercise in any manner permitted by the Corporations Act any power
which under the Corporations Act a company limited by guarantee may exercise if
authorised by these articles of association.
(b)
Where these rules provide that a person or body may do a particular act or thing and
the word “may” is used, the act or thing may be done at the discretion of the person
or body.
(c)
Where these rules confer a power to do a particular act or thing, the power is, unless
the contrary intention appears, to be taken as including a power exercisable in the
like manner and subject to the like conditions (if any) to repeal, rescind, revoke,
amend or vary that act or thing.
(d)
Where these rules confer a power to do a particular act or thing with respect to
particular matters, the power is, unless the contrary intention appears, to be taken to
include a power to do that act or thing with respect to only some of those matters or
with respect to a particular class or particular classes of those matters and to make
different provision with respect to different matters or different classes of matters.
(e)
Where these rules confer a power to make appointments to any office or position, the
power is, unless the contrary intention appears, to be taken to include a power:
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(1)
to appoint a person to act in the office or position
until a person is appointed
to the office or position;
(2)
subject to any contract between AIA and the relevant person, to remove or
suspend any person appointed, with or without cause; and
(3)
to appoint another person temporarily in the place of any person
so removed
or suspended or in place of any sick or absent holder of such office or
position.
(f)
Where these rules confer a power or impose a duty then, unless the contrary
intention appears, the power may be exercised and the duty must be performed from
time to time as the occasion requires.
(g)
Where these rules confer a power or impose a duty on the holder of an office as such
then, unless the contrary intention appears, the power may be exercised and the duty
must be performed by the holder for the time being of the office.
(h)
Where these rules confer power on a person or body to delegate a function or power:
(1)
the delegation may be concurrent with,
or to the exclusion of, the
performance or exercise of that function or power by the person or body;
(2)
the delegation may be either general or limited in any manner provided in the
terms of delegation;
(3)
the delegation need not be to a specified person but may be to any person
from time to time holding, occupying or performing the duties of, a specified
office or position;
(4)
the delegation may include the power to delegate;
(5)
where the performance or exercise of that function or power is dependent
upon the opinion, belief or state of mind of that person or body in relation to
a matter, that function or power may be performed or exercised by the
delegate upon the opinion, belief or state of mind of the delegate in relation
to that matter; and
(6)
the function or power so delegated, when performed or exercised by the
delegate, is to be taken to have been performed or exercised by the person or
body.
2
Membership
2.1
Admission of members
(a)
Subject to rules 2.4 and 2.5, the members of AIA comprise such
persons as the
National Board may admit as members of AIA on such conditions and at such times
as the National Board thinks fit.
(b)
The National Board may:
(1)
determine the form of application for membership; and
(2)
require a person to execute such form of commitment and undertaking as the
National Board may stipulate as a condition of admitting that person as a
member of AIA.