SUPPLEMENT TO AMATEUR RADIO VOL. 56
N0.3 MARCH 1988
THE WIRELESS INSTITUTE OF AUSTRALIA
WESTERN AUSTRALIAN DIVISION - MEMORANDUM
1. The name of the Institute is the Wireless Institute of
Australia, Western Australian Division.
2. The registered office will be situated in Perth.
3. The objects for which the Institute is founded are:-
(a) For the association of persons interested in the
encouragement and scientific development of
radio communication in all its branches.
(b) To provide a centre of information, instruction and advice on
all matters pertaining to radio
communication.
(c) To take over the effects and liabilities of the present
unincorporated Institute known as the
Wireless Institute of Australia, W.A. Division.
(d) To promote and hold, either alone or jointly with any other
association, club, company or
person, meetings, competitions, exhibitions and trials, and to accept,
offer, give or contribute
towards prizes, medals and awards, and to-promote, give or support
dinners, concerts, balls,
lectures and other entertainments.
(e) To establish, promote or assist in establishing or promoting
and to subscribe to, amalgamate
ith or become a member of any other company, association or club whose
objects are similar or
in part similar to the objects of this Institute, provided that no
subscription be paid to any such
other company, association or club out of the funds of this Institute,
except bona fide in
furtherance of this Institute.
(f) To purchase, take on lease or in exchange, or otherwise
acquire any lands, buildings, easements,
rights of common or property - real or personal - which may be
requisite for the purpose of, or
conveniently used in connection with, any of the objects of the
Institute, subject as regards land to
the Associations Act 1895, and so far as the law or licence of
the Governor, if granted, may from
time to time allow; and to sell, demise, mortgage, give in exchange or
dispose of the same.
(g) To provide club houses, workshops, sheds and other
conveniences and to furnish and maintain
the same, and to permit the same and other property of the Institute to
be used by members.
(h) To purchase, make, hire or provide and maintain all kinds of
apparatus, furniture, implements,
tools, machinery, utensils, plate glass, linen, books, papers,
periodicals, stationary, cards, games and
all other things required, or which may conveniently be used by members
in connection with the club
houses and other premises of the Institute.
(i) To consider, originate and promote reform and improvements in
the law; to consider proposed
alterations and oppose or support the same; to effect improvements in
the administration of the law
respecting radio communication. And for the said purposes to
petition Parliament or take such other
proceedings as may be deemed expedient.
(j) To grant, issue, authorise, modify, cancel or revoke
certificates and diplomas of the Institute
relating to radio communications.
(k) To hire and employ secretaries, clerks, managers, servants
and workmen, and to pay to them
and to persons other than members of the Institute in return for
services rendered to the Institute
salaries, wages, gratuities and/or pensions.
(l) To enter into any arrangements with any Government or local
authority or any club, company or
person which may seem to be conducive to the objects of the Institute,
and to acquire or obtain from
any such Government or authority, club, company or person any charters,
decrees, rights or privileges
and concessions which may be conducive to any such objects and accept,
make payments under,
carry out, exercise and comply with any such arrangements, charters,
contracts, decrees, rights,
privileges and concessions.
(m) To invest the moneys of the Institute not immediately
required upon such securities as may from
time to time be determined.
(n) To borrow or raise and give security for money in such manner
as the Institute shall think fit, and
in particular by the issue of or upon bonds, debentures, bills of
exchange, promissory notes or other
obligations or securities of the Institute, or by mortgage or charge
upon all or any part of the property
of the Institute both present and future.
(o) To sell, improve, lease, mortgage, dispose of or otherwise
deal with all or any part of the property
of the Institute.
(p) To take any gift of property, whether subject to any special
trust or not, for any one or more of the
objects of the Institute.
(q) To take such steps by personal or written appeals. public
meetings or otherwise as may from time
to time be deemed expedient for the purpose of procuring contributions
to the funds of the Institute in
the shape of donations, annual subscriptions or otherwise.
(r) To undertake and execute any trusts which may seem directly
or indirectly conducive to any of the
objects of the Institute.
(s) To print and publish any newspapers, periodicals, books,
programmes or leaflets that the Institute
may think desirable for the promotion of its objects.
(t) From time to time to subscribe or contribute to any patriotic
or charitable, benevolent or useful
object of a public character.
(u) To do all such other things as are incidental or conducive to
the attainment of the above objects.
4. The liability of the members is limited.
5. The income and property of the Institute whencesoever derived
shall be applied solely towards
the promotion of the objects of the Institute as set forth in this
Memorandum and no portion thereof
shall be paid or transferred directly or indirectly by way of dividend,
bonus or otherwise howsoever
by way of profit, to the persons who at any time are or have been,
members of the Institute or to any
of them or to any person claiming through any of them PROVIDED THAT
nothing herein contained
shall prevent the payment in good faith of remuneration to any officers
or servants of the Institute or
to any person other than a member thereof, in return for any services
actually rendered to the Institute.
6. If any member of the Institute pays or receives any dividend,
bonus or other profit in contravention
of the terms of the fifth paragraph of this Memorandum, his liability
shall be unlimited.
7. Every member of the Institute undertakes to contribute to the
assets of the Institute in the event of the
same being wound up during the time that he is a member or within one
year afterwards for payment of
the debts and liabilities of the Institute contracted before the time
at which he ceases to be a member,
and the costs charges and expenses of winding up the same, and for the
adjustment of the rights of the contributories among themselves such
amount as may be required not exceeding twenty dollars.
8. If upon winding up or dissolution of the Institute, there
remains after the satisfaction of all its debts
and liabilities any property whatsoever, the same shall not be paid to
or distributed among the members
of the Institute, but shall be given or transferred to some other club
or CLUBS having objects similar to
the objects of the Institute to be determined by the members of the
Institute at or before the time of
dissolution and in default thereof by any Judge of the Supreme Court of
Western Australia in its equitable jurisdiction.
9. True accounts shall be kept of the sums of money received and
expended by the Institute and the
matter in respect of which such receipt and expenditure take place, and
the property, credits and liabilities
of the Institute, and, subject to any reasonable restrictions as to the
time and manner of inspecting the
same that may be imposed in accordance with the regulations of the
Institute for the time being shall be
open to the inspection of the members. Once at least in every
year the accounts of the Institute shall be
examined, and a balance sheet prepared, and the correctness of the
accounts and balance sheet
ascertained by two auditors.
ARTICLES
1. The Number of members of the Institute is declared not
to exceed 2,000.
2. The Council may whenever it thinks fit register an
increase in the number of members.
INTERPRETATION
3. In these presents the following terms shall have the
meanings next hereinafter respectively assigned
to them if not inconsistent with the subject or context:-
"These presents" mean and include the Memorandum and Articles of
Association and the regulations
and by-laws of the Institute from time to time in force.
"The statute" means and includes the Associations Incorporation Act
1895 - 1947 and any other act in
force concerning Associations not for profit and affecting the
Institute.
"Special resolution" means a special resolution of the Institute in
accordance with the Statute.
"Council" means the Council from time to time of the Institute.
"President", "Chairman", "Auditors", "Secretary", "Treasurer", mean
those
respective officers from time to time of the Institute.
"Month" means calendar month.
"In writing" means written, printed, typewritten or lithographed paper
or document or partly one and
partly another.
"The Institute" means the Wireless Institute of Australia Western
Australian Division incorporated as
an Association limited by guarantee in accordance with these presents.
"Member" or "Members" means a member or members of the Institute.
Words importing the masculine gender include the feminine gender. Words
importing persons include
corporations. Words importing the singular number shall include the
plural and vice versa.
"Federal Councillor" shall mean the elected representative to the
Federal Council of the Wireless
Institute of Australia.
"Alternative Federal Councillor" shall mean the elected representative
to the Federal Council of the
Wireless Institute of Australia - see Clause 22.
"Annual General Meeting" - see Clause 48.
"Special General Meeting" - see Clause 52.
"General Meeting" The meeting of the members held monthly.
"Approved Financial Institutions" Financial Institutes approved
by the Council.
OBJECTS
4. The immediate objects of the Institute are to encourage
and assist all persons interested in any or
all aspects of amateur radio and allied techniques and to promote the
extension of interest and active
participation and cordination in such pursuits as the above.
THE COUNCIL
5. The Institute shall be governed by a President and a
Vice-President of the Institute and seven
other Councillors, all to be elected from licensed members at the
Annual General Meeting as
hereinafter provided.
6. Nomination of a candidate for election to the Council
must be received by the Secretary in writing
not less than 42 days before the Annual General Meeting of the
Institute with an intimation in writing
that such candidates are willing to act. A candidate may submit a
statement not exceeding 200 words
outlining his experience and/or his case for election Each nomination
shall be signed by two members
proposing the candidate.
7. Not less than 14 days before the Annual General Meeting
a ballot paper shall be posted to each
member of the Institute and returned to the Secretary prior to the
commencement of the Annual
General Meeting. The ballot paper shall contain the names and callsigns
of the candidates for election
to the Council which shall be arranged alphabetically. The same
type shall be used for all names but
the names of retiring members of the Council shall be marked with an
asterisk. The names of those
available for election as President shall be so indicated. In the
event of the number of candidates for
election not exceeding the number of vacancies no ballot papers shall
be sent, the candidates so
nominated being ipso facto elected.
8. Members of the Council shall be elected to serve for one
year but retiring members shall be
eligible for re-election.
9. The members present at the Annual General Meeting shall
appoint two or more scrutineers
who shall not be candidates for the election who shall examine the
ballot papers and report the
result to the meeting in writing.
10. No ballot paper which is signed or on which the number of
candidates voted for exceeds or
is less than the number of vacancies or which is received by the
Secretary after the commencement
of the Annual General Meeting shall be valid.
11. A casual vacancy on the Council shall be filled by the
Council but a person so co-opted shall
only hold office for the unexpired term of the person he replaced.
12. The Institute may at any General Meeting by a majority of
three-fourths of the members then
present and entitled to vote remove any officer or member of the
Council before the expiration of
his period of office provided that notice of motion of removal shall be
given to all members at least
14 days before the meeting and the officer or member of the Council
shall be heard at the meeting
if he so desires. The same meeting may by ordinary resolution
appoint another person instead of
the removed officer or member of the Council. The person so
appointed shall hold office during
such time only as the person in whose place he is appointed would have
held the same if he had
not been removed.
13. The office of a member of the Council shall become vacated:-
1. If he ceases to be a member of the
Institute.
2. If he becomes bankrupt or insolvent.
3. If he becomes of unsound mind.
4. If he sends in his resignation in
writing to the Secretary.
5. If his office is declared vacant by
resolution of a General Meeting.
6. If he absents himself from 3
consecutive meetings of the Council without leave of absence.
14. The Council shall meet at such times and places as it may
arrange and a special meeting may
be summoned at any time by the President or on requisition signed by
two members of the Council
or in an emergency by the Secretary who shall give all requisite
notices.
15. At its first meeting after the Annual General Meeting or so
soon there-after as is possible the
Council shall elect a Secretary and a Treasurer.
16. The Council at any time after the Annual General Meeting of
the Institute may appoint an
Assistant Secretary, Assistant Treasurer and Solicitor.
17. The Council may appoint in addition to the Secretary and
Treasurer not more than five
ex officio members of the Council who shall hold office by reason of
specific duties assigned to them.
These ex-officio members shall have no voting powers.
18. In the event of an equality of votes at a Council Meeting the
"Chairman" of the meeting shall
have a casting vote as well as a deliberative vote.
19. Each member of the Council or officer of the Institute shall
continue to hold office until his
successor has been appointed, if the Council should so decide.
20. In the event of a contest in the election by Council of any
officer of the Institute voting shall be
by ballot.
21. The quorum of the Council shall be five.
FEDERAL COUNCILLOR
22. A Federal Councillor and Alternate Federal Councillor shall
be elected annually by the
Council from its members in sufficient time for the Federal Convention.
COMMITTEES
23. The Council may appoint committees or approve of the election
of committees and may
delegate to them such powers as it may think fit to prescribe.
Such committees may include
persons who are not members of the Council or members of the
Institute.
24. Committees shall report to the Council and their decisions
shall be subject to confirmation
by the Council except in cases where they are given full power to act.
25. Each committee shall appoint its own chairman who shall be a
member of the Council
except where the Council otherwise orders.
26. The quorum of each committee shall be fixed by the Council.
27. The Council may appoint additional members to or fill
vacancies of any committee.
MEMBERSHIP
28. Membership of the Institute shall be:-
bona-fide experimenters or those interested in
the scientific study of radio communication,
electronics or data based communication systems and allied systems.
29. Candidates for elections shall be nominated in writing by a
proposer and seconder who
shall be members of the Institute and to whom if possible the candidate
is personally known.
Every application for membership shall be submitted to the Secretary
accompanied by entrance
and annual subscription fees, and shall be considered by the Council at
its next meeting after
receipt of the application.
30. Election of members shall be by open ballot and simple
majority of Council at a properly
constituted Council Meeting. The Council shall have the right to
refuse any application for
membership an(d it shall not be required to give any reason for so
doing. The Council shall
inform the next General Meeting of its decisions on all applications.
31. Notice in writing of his election shall be sent through the
post to each newly elected
member by the Council together with a copy of the Memorandum and
Articles of Association.
A member having been notified of his election is entitled to all the
advantages and privileges of
the Institute. Any entrance and annual subscription fees will be
returned to unsuccessful applicants.
32. The name of the candidate whose application for membership
shall have been rejected must
not be resubmitted for re-election within six months after the
rejection except where the rejection
is due only to informality of which the Council's decision shall be
final.
33. Any member wishing to resign his membership shall give notice
of his decision in writing to
the Secretary on or before the last day of his current membership in
any one year, failing which
he shall be liable topay his subscription for the following year.
HONORARY MEMBERS
34. The Council may elect honorary members for a period of three
months renewable at the
discretion of the Council for further terms of one month.
35. Honorary Members shall not be required to pay entrance fees
or subscriptions. They shall
not have any vote in the management of the Institute nor shall they be
entitled to be elected as
officers of the Institute or to vote at any meeting of the Institute
but in all other respects they shall
be entitled to all the rights and subject to all the duties of members
of the Institute.
36. Candidates for Honorary Membership must be proposed by a
member of the Institute and
seconded by a member of the Council, the proposer to be
responsible for all liabilities incurred
in the Institute by the nominee.
HONORARY LIFE MEMBERS
37. (a) Any member may submit to the Council the name of
any other member or of a person
of distinguished position or attainments or of a person who has
rendered valuable assistance to
the Institute or radio science for consideration to election as
Honorary Life Member. A guide
to the minimum requirement for such an honour should be that a member
has rendered
outstanding service to the Institute or radio science for a minimum
period of 15 years.
(b) The Council shall submit its
recommendation if favourable to the Annual General Meeting
for election or otherwise by members. If
the Council's recommendation is unfavourable, the
nominating member shall be so informed.
Not more than one submission may be made in one
year.
(c) Honorary Life Members shall be
entitled to all membership privileges and be exempt from
payments of fees and contributions but shall
not be entitled to hold office or vote in the Institute
unless they have qualified for membership
prior to the election as Honorary Life Members.
38. The entrance fees for membership to all grades shall be such
sum as may be decided upon by
the Institute from time to time.
39. The yearly subscription for members shall be such sum as may
be decided upon by the Institute
from time to time.
40. Subject to the last preceding article the first payment shall
be payable with application for
membership and subsequent payments be made annually.
41. In the case of a member whose subscription is in arrears by
30 days the Secretary may notify
him by registered letter to his last known address that unless he makes
himself financial within 1
(one) month he shall cease to be a member of the Institute but shall
remain legally liable for his
subscription then due and failing payment by such member of his
subscription on or before such
last mentioned date, he shall cease to be a member.
42. The Council may reinstate a member on satisfactory grounds
being shown for the failure of
payment and on payment of all arrears.
MEMBERSHIP REGISTER
43. The name of any person admitted as a member of the Institute
shall forth with be forwarded
to the Federal Executive to be entered into the Member ship Register
together with the date of
his election and the address shown/stated on the application form and
no name shall be erased
from such register except as directed by order from the Council and
duly entered into the
Minutes or such time the member resigns from the Institute.
NOTICES
44. Notification of Annual General Meetings, Special General
Meetings or other matters affecting
members may be made in the magazine Amateur Radio provided that
notification is within the time
specified in these Articles. If so desired the Council may
determine to advise members in writing
to the address shown in Membership Register, any such notification
shall be in lieu of publication
in Amateur Radio. All notices of motion to be dealt with at the Annual
General Meeting or Special
General Meeting shall be published in full. When notification is made
by post it shall be deemed to
have been duly delivered when it was placed in a Post Office or postal
letter box provided it is
orrectly addressed. An informality shall not relieve a Member
from liability for his subscription or
other dues.
SUSPENSION AND EXPULSION
45. If in the opinion of the Council or if it shall be
represented to the Council by notice in writing
and signed by at least three members that any Member has been guilty of
conduct prejudicial to
the Institute or which would render him unfit to continue as such a
Member, the Council may call
on him to appear before a special meeting of the Council for
consideration thereof and shall send
to him a statement in writing setting out his alleged conduct at least
14 days prior to the date of
such meeting in order that he may appear and defend himself if he so
desire.
46. If the Council be not satisfied with any explanation given at
such meeting or if none be offered
he may at such meeting or any adjournment thereof and by vote of at
least two thirds majority of
members of Council be cautioned, suspended, required to resign, or
expelled from the Institute.
In the event of any of the above decisions being made he shall not be
entitled to any refund of
entrance fee or subscription and shall forfeit all rights or claims
upon the Institute its property and
its funds.
47. (a) Any Member suspended, required to resign or
expelled from the Institute for any reason
shall have the right of appeal to a Special General Meeting of the
Institute which shall be convened
for that purpose by the Council and he shall have the right to attend
such Special General Meeting
and to state his case and he shall abide by the decision thereof which
shall be final and conclusive.
(b) Any expenses incurred in setting up
a Special General Meeting as a result of an appeal shall
be paid by the appealing member unless the appeal be upheld at which
time any expenses incurred
in setting up the Special General Meeting shall be payable by the
Institute. At all times the expenses
incurred in engaging legal representation for such an appeal
shall remain the responsibility of the
person engaging such legal representation.
GENERAL MEETINGS
48. The business of General Meetings of the Institute shall be to
announce any matter of general
interest or importance to the Institute which shall have received the
approval of the Council and
proceed with any other business that may be authorised by the chairman
as necessary for the
conduct of the Institute's affairs.
ANNUAL GENERAL MEETING
49. An Annual General Meeting shall be held during the month of
April in each year at such time
and place as the Council shall determine. The notice convening the
meeting shall state the time and
place of such meeting and the business to be transacted and shall be
notified to Members at least
28 days prior to the date of such meeting computed from and including
the day after such notification.
50. The-business to be transacted at the Annual General Meeting
will be as follows:-
(a) Consideration of the Council's
Annual Report. this will include, inter alia, an audited report
of the Institute's financial situation as at
31st December of the preceding year, including a Balance
Sheet with a summary of the property and
liabilities of the Institute together with a statement of
receipts and expenditure for the previous year.
(b) Election of office bearers, viz. a
President and a Vice-President of the Institute, and seven
other Councillors. All elected office
bearers shall possess current operating licences.
(c) Election of two Auditors.
(d) Appointment of a Patron.
(e) General Business which has been duly
notified.
51. Notices of Motion for the Annual General Meeting must be
received by the Secretary not less
than 42 days prior to the meeting and must be signed by at least three
Members.
52. Business which is not included in the notice shall not be
discussed or transacted at the Annual
General Meeting without the permission of that meeting. The
general nature of such business shall
be notified to the meeting before voting as to whether or not it will
be discussed or transacted.
SPECIAL GENERAL MEETINGS
53. A Special General Meeting of the Institute shall only be held
by direction of the Council or a
written request to the Secretary signed by no fewer than five
Members. Such directions or written
request shall state the purpose for which the meeting is to be held and
at such Special General
Meetings no matter shall be considered except those specified in the
notice convening the same.
The Secretary shall give notification to every Member of the date,
place and time of such Special
General Meeting not less than twenty one days prior to the date cf the
meeting computed as aforesaid.
54. If a meeting be not so called within twenty one days from the
deposit of the requisition the
requisitionists may themselves convene the meeting but any meeting so
convened shall not be held
after two months from the date of such deposit.
55. Any meeting convened under the last preceding paragraph by
the requisitionists shall be
convened in the same manner as nearly as possible as that in which
meetings are to be convened
by the Council.
56. Where it is proposed to pass a special resolution which
requires also a confirmatory meeting
the two meetings may be convened by one and the same notice and it is
to be no objection to
such notice that it convene the second meeting contingently on the
resolution being passed by the
requisite majority at the first meeting. This paragraph shall
apply to meetings convened by
requisitions as well as to all other meetings.
QUORUM
57. At any Annual General Meeting, General Meeting or Special
General Meeting 25 members
shall constitute a quorum. If within 15 minutes of the time
appointed for a meeting a quorum be
not present the meeting if convened upon requisition shall be
dissolved. In any other case it shall
stand adjourned to the same day in the following week at the same time
and place. If at such
adjourned meeting a quorum be not present it shall stand
adjourned indefinately.
CHAIRMAN OF GENERAL MEETING
58. The President of the Institute, or in his absence, or if he
so requests, the Vice President
shall preside at any General Meetings if willing to act. In the
absence of the President and the
Vice President the meeting shall select some other member of the
Council to preside. In the
absence of any member of the Council, any member of the Institute.
The Chairman of a General Meeting shall have a
casting vote as well as a deliberative vote.
ADJOURNMENTS
59. The chairman may with the consent of any General Meeting
adjourn the same from time to
time and from place to place but no business shall be transacted at any
adjourned meeting other
than the business left unfinished at the meeting from which the
adjournment took place.
PROXIES
60. Any financial member entitled to vote may appoint a proxy,
who must also be a financial
member entitled to vote, to speak and vote on his/ her behalf at
any Annual General Meeting
or Special General Meeting.
61. The instrument appointing a proxy shall be in writing under
the hand of the appointee and
shall be deposited with the Secretary before the time appointed for the
meeting at which the
erson named in such instrument proposed to vote in respect thereof.
62. Every proxy shall be in the form following, or to the same
effect:-
I.....................................a Member
of the Institute hereby appoint..................................
also a Member of the Institute to act for me as my proxy and in my name
do all things which
I myself being present could do at the meeting of the Institute to be
held at ..........................
on the ............................
Signature.....................Witness.......................Date
63. No proxy shall be valid for any meeting other than that for
which it is intended and given
including a confirmatory meeting or any adjournment thereof. No
financial voting member
shall hold more than three proxies.
64. The powers of a proxy may be limited to such extent as the
Member giving it may think fit.
A statement detailing such limitations if any shall be presented at the
same time as and attached
to the proxy in respect of which limitations are made. If two or
more proxies are presented
from the same person by more than one Member at any meeting the last in
date only shall be valid.
VOTING AT MEETINGS
65. At every General Meeting a resolution put to the vote of the
meeting shall be decided upon
a show of hands by a numerical majority of the Members present in
person and entitled to vote
and exercising that right (except as otherwise specifically provided
herein) unless before or upon
the declaration of the result of a show of hands a poll be demanded by
three Members present
and entitled to vote. Unless a poll be so demanded a declaration
by the Chairman of the meeting
that a resolution has been carried or lost shall be conclusive and an
entry to that effect in the
Minutes of the Institute shall be sufficient evidence thereof without
proof of the number of votes
or the proportion of the votes recorded in favour of or against such
resolution. The demand for a
poll may be withdrawn. If a poll be demanded as aforesaid
it shall be taken forthwith.
FINANCE
66. The Council shall cause banking accounts to be opened and
kept in the name of the Institute
with such banks or approved financial institutions in the State of
Western Australia as it may think
proper.
67. All payments shall be authorised by the Council and shall be
by cheque and the details thereof
minuted by the Council except for minor expenditure not exceeding the
maximum limit on the petty
cash account, which shall be authorised by the Council.
68. All cheques drawn upon the bankers of the Institute shall be
signed by any two of three members
authorised by the Council.
69. No securities deposited with the bankers shall be delivered
by them without an order in writing
by at least two Members of the Council so authorised by it and
countersigned by the Secretary or
where Trustees are appointed securities shall not be delivered by the
bankers to persons other than
the Trustees.
?0. All moneys payable to the Institute shall be paid to the
Treasurer or some other person
authorised by the Council and shall be paid by him without deduction
into the proper banking account
of the Institute.
71. The Council shall cause true accounts to be kept of the money
received and expended by the
Institute and matters in respect of which such receipt and expenditure
takes place and of the assets,
credits and liabilities of the Institute.
72. The accounts shall be closed annually on the last day of
December of each year and a Balance
Sheet containing a summary of the property and liabilities of the
Institute on that day together with a
statement of receipt and expenditure for the preceding twelve months
shall be made out and
submitted duly audited to the next Annual General Meeting.
73. The Council shall from time to time determine at what
time and places and under what
conditions the accounts and books of the Institute or any of them shall
be opened to the inspection
of Members, in accordance with the Memorandum of Association.
AUDIT
74. At each Annual General Meeting of the Institute any two
Members shall be appointed as
Auditors to hold office until the next Annual General Meeting.
Any casual vacancy occurring in
the office of Auditor subsequent to any Annual General Meeting shall be
filled at a General
Meeting of the Institute.
75. Every account of the Council when audited and approved by a
General Meeting shall be
conclusive except as regards an error discovered within three months
next after the approval
thereof. Whenever an error is discovered within that period the
account shall forthwith be
corrected and thenceforth shall be conclusive. Provided that
nothing herein shall be deemed to
give conclusive effect to any matter which shall involve a breach of
the Memorandum of Association.
CALLS
76. The Council may with the sanction of the General
Meeting from time to time call upon the
Members to contribute funds for the general purpose of the Institute or
any special purpose and
each such Member shall pay every call so made to the persons and at the
time appointed by
Council but no such Member shall be called upon to pay more than two
years subscriptions in
any one year including the annual subscription for that year. A
call shall be deemed to be made
at the time when the resolution of the Council making the same was
passed. Fourteen days notice
shall be given of each call.
PATRON
77. The Institute may appoint a Patron at the Annual General
Meeting who need not be a member
of the Institute.
MINUTES
78. The Secretary or other official of the Institute authorised
by the Council shall attend all meetings
of the Institute and of the Council and take minutes of the
proceedings. Such minutes shall be
entered in a book and presented for confirmation at the following such
meeting.
USE OF INSTITUTE ADDRESS
79. No Member shall use or allow to be used the name of the
Institute in any advertisement
prospectus or business announcement.
80. The name or address of the Institute shall not be given by
any member as his address or
otherwise for the purpose of identification in connection with legal
proceedings.
COMMON SEAL
81. The Council shall provide a Common Seal for the purposes of
the Institute and from time
to time destroy the same and substitute a new Seal in lieu thereof and
the Seal for the time being
of the Institute shall be kept in the custody of the Council. The
Common Seal shall not be used
on any document without the approval of a General Meeting. Its
use will be minuted.
EXECUTION OF DOCUMENTS
82. Any deed or document which a General Meeting may determine by
resolution to execute s
hall be under the Common Seal of the Institute signed by two Members of
the Council and
countersigned by the Secretary.
ALTERATION OF ARTICLES
83. The Memorandum and Articles of Association may be altered,
added to or repealed and
new Articles made at any Annual or Special General Meeting, provided
that:-
(a) The notice convening such meeting
shall be given 28 days before the date of the meeting
and shall have specified the proposed
alterations, additions, repeal and new Articles.
(b) The said alterations, additions and
new Articles shall be passed and approved by at least
three quarters majority of financial members
voting.
Financial Members entitled to vote and not
present at the Annual or Special General Meeting
may exercise a vote by proxy.
INDEMNITY OF OFFICERS
84. All officers or trustees of the Institute shall be
indemnified by the Institute from authorised
expenses incurred by them in or about the discharge of their respective
duties except such as
happen through their own wilful act or default.
85. No trustee or officer of the Institute shall be liable for
the act or default of any other trustees
or officer or for joining in any receipt or other act for the sake of
conformity or for any loss or
expense happening to the Institute unless the same happen through his
own wilful act or default.
86. The account of any officer of the Institute may be settled or
disallowed either wholly or in
part by the Council.
ARBITRATION
87. Whenever any difference arises between the Institute on the
one hand and any Member
on the other hand touching the true intent of and construction or the
incidence or consequence
of these presents or of the Statutes for the time being affecting the
Institute every such difference
shall be referred to an independent Arbitrator agreed on by both
parties, whose decision shall
be final, provided that nothing in this Article shall entitle the
Institute or any Member to require
submission to arbitration of any matter involving or raising the
question of breaches of any clause
of the Memorandum of Association.
BRANCHES
88. The Council may approve of the establishment of Institute
Branches out side the
Metropolitan Area.
89. The function of an Institute Branch shall be to co-ordinate
and foster the activities of the
Institute within the Branch boundaries. The extent of the Branch
boundaries shall be determined
from time to time by the Council of the Institute.
90. The number of Members of the Institute required to support
the establishment of a Branch
be not less than a number prescribed by Council from time to time.
91. Each Institute Branch shall elect from among its members a
Branch President, a Branch
Vice-President, a Branch Treasurer, and a Branch Secretary who shall
constitute a committee to
govern the Branch.
92. The Council of the Institute may approve the granting to an
Institute Branch for its
establishment and operation such funds as shall be determined by the
Council from time to time.
93. The President of each Branch shall present to the members of
the Branch an Annual Report,
an audited financial statement of accounts a copy of which shall be
forwarded to the Secretary of
the Institute not later than the twenty first day of February of each
year following the year in
respect of which such Annual Report and Financial Statement shall have
been issued.
94. The Council of the Institute may at any time and for any
reason dissolve any Branch.
95. Irrespective of anything in these presents to the contrary
Members of an Institute Branch shall
be entitled to the same rights advantages and privileges appropriate to
their grading as are
applicable to all other Members of the Institute.
MEMBER CLUBS
96. The Council of the Institute may admit member CLUBS as
hereinafter provided.
97. A Member Club shall be a recognised radio club which conforms
with the provisions set
out herunder and which is accepted for membership as such.
98. Each Member Club may appoint a delegate to the Institute who
in addition to being the
spokesman at all General Meetings of the Institute shall carry one
extra vote at such meetings
on behalf of the Club he represents he being also a Member of the
Institute.
99. If at least one half of the Club's licensed amateur members
are also Members of the
Institute and if this number is equal to twelve or more the
delegate referred to in Article 98
may be appointed by the Council as an ex officio member of the Council
such Member being
in addition to those mentioned in Article 17. The delegate may
attend Council meetings at his
own request or at the request of the chairman of the Council to
discuss matters which concern
the Club represented by the delegate. The status of the Club and its
right to support such a
delegate as an ex-officio member of Council shall be determined by the
Council at intervals of
six months starting from the last appointment of each delegate.
100. The rules and/or constitution of Member CLUBS shall agree in
principle with the objects
of the Institute and in this and in all other respects shall be subject
to approval by the Institute
Council.
101. A per capita fee shall be paid to the Institute in respect
of each member of a Member Club
who is not also a Member of the Institute such fee to be determined
from time to time by the
Council of the Institute and payable within 14 days after the Club has
been issued with notification
of its acceptance as a Member Club.
102. In the case of a Club which qualifies under section 97 of
this Article one full membership fee
shall be paid to the Institute by each and every such Club which shall
be issued on receipt of such
fee with a certificate of acceptance.
ADOPTED AT THE ANNUAL GENERAL MEETING
OF THE WIRELESS INSTITUTE OF
AUSTRALIA WESTERN AUSTRALIAN DIVISION
APRIL 1987.
