Article 6 - Meetings of Members

6.    Article 6 - Meetings of Members

6.1    Holding of Annual General Meeting

The IAI-AC must, at least once in each calendar year and within the period of 6 months after the expiration of each financial year of the IAI-AC, convene an annual general meeting of its members.

6.2    Calling of and Business at Annual General Meeting

The annual general meeting of the IAI-AC is, subject to the Act, to be convened on such date and at such place and time as the Board thinks fit.
 
In addition to any other business which may be transacted at an annual general meeting, the business of an annual general meeting is to include the following:

1. to confirm the minutes of the last preceding annual general meeting and of any special general meeting held since that meeting;
2. to receive from the Board reports on the activities of the IAI-AC during the last preceding financial year;
3. to elect officers of the IAI-AC and ordinary members of the Board of Directors;
4. to receive and consider the statement which is required to be submitted to members under section 26(6) of the Act.

An annual general meeting must be specified as such in the notice convening it.

6.3    Calling of Special General Meetings

The Board may, whenever it thinks fit, convene a special general meeting of the IAI-AC.

The Board must, on the requisition in writing of a least 10 per cent of the total number of members, convene a special general meeting of the IAI-AC.

A requisition of members for a special general meeting:

1. must state the purpose or purposes of the meeting; and
2. must be signed by the members making the requisition; and
3. must be lodged with the secretary; and
4. may consist of several documents in a similar form, each signed by one or more of the members making the requisition.

If the Board fails to convene a special general meeting to be held within 1 month after that date on which a requisition of members for the meeting is lodged with the Secretary, any one or more of the members who made the requisition may convene a special general meeting to be held not later than 3 months after that date.

A special general meeting convened by a member or members must be convened as nearly as is practicable in the same manner as general meetings are convened by the Board.

6.4    Notice

Except for the Inaugural Annual General meeting of the IAI-AC and for the nature of the business proposed to be dealt with at a general meeting requires, a special resolution of the IAI-AC, the Secretary must, at least 14 days before the date fixed for the holding of the general meeting, cause to be sent by email to each member at the member's address appearing in the register of members, a notice specifying the place, date and time of the meeting and nature of the business proposed to be transacted at the meeting.

If the nature of the business proposed to be dealt with at a general meeting requires a special resolution of the IAI-AC, the Secretary must, at least 21 days before the date fixed for the holding of the general meeting, cause notice to be sent to each member specifying, in addition to the matter, the intention to propose the resolution as a special resolution.

No business other than that specified in the notice convening a general meeting is to be transacted at the meeting.

A member desiring to bring any business before a general meeting may give notice in writing of that business to the Secretary who must include that business in the next notice calling a general meeting.

6.5    Procedure, Quorum

No item of business is to be transacted at a general meeting unless a quorum of members entitled under these by-laws to vote is present during the time the meeting is considering that item.

Ten (10) members present in person (being members entitled under these by-laws to vote at a general meeting) constitute a quorum for the transaction of the business of a general meeting.

If within half an hour after the appointed time for the commencement of a general meeting a quorum is not present, the meeting:

1. if convened on the requisition of members, is to be dissolved; and
2. in any other case, is to stand adjourned to the same day in the following week at the same time and (unless another place is specified at the time of the adjournment by the person presiding at the meeting or communicated by written notice to members given before the day to which the meeting is adjourned) at the same place.

If at the adjourned meeting a quorum is not present within half an hour after the time appointed for the commencement of the meeting, the members present (being at least five (5)) are to constitute a quorum.

The Chairperson or, in the Chairperson's absence, the Vice-Chairperson, is to preside as chairperson at each general meeting of the IAI-AC.

If the Chairperson and the Vice-Chairperson are absent or unwilling to act, the members present must elect one of their number to preside as chairperson at the meeting.

The chairperson of a general meeting at which a quorum is present may, with the consent of the majority of members present at the meeting, adjourn the meeting from time to time and place to place, but no business is to be transacted at an adjourned meeting other than the business left unfinished at the meeting at which the adjournment took place.

If a general meeting is adjourned for 14 days or more, the Secretary must give written notice of the adjourned meeting to each member of the IAI-AC stating the place, date and time of the meeting and the nature of the business to be transacted at the meeting.

Except as provided in these by-laws, notice of any adjournment of a general meeting or of the business to be transacted at an adjourned meeting is not required to be given.

A question arising at a general meeting of the IAI-AC is to be determined on a show of hands. Unless before or on the declaration of the show of hands a poll is demanded, a declaration by the Chairperson that:

1. a resolution has, on show of hands, been carried, carried unanimously or carried by a particular majority or lost; or
2. an entry to that effect has been made in the minute book of the association,

is evidence of the fact, without further proof, of the number or proportion of the votes recorded in favour of or against such resolution.
 
At the general meeting of the IAI-AC, a poll may be demanded by the Chairperson or by at least 3 members present in person or by proxy at the meeting.

If the poll is demanded at a general meeting, the poll must be taken:

1. immediately in the case of a poll which relates to the election of the Chairperson of the meeting or to the question of an adjournment: or
2. in any other case, in such manner or at such time before the close of the meeting as the Chairperson directs,

and the resolution of the poll on the matter is taken to be the resolution of the meeting on that matter.

6.9    Special Resolution

A resolution of the IAI-AC is a special resolution:

1. if it is passed by a majority which comprises at least three-quarters of such members of the IAI-AC as, being entitled under these rules to do so, vote in person or by proxy at a general meeting of which at least 21 days' written notice specifying the intention to propose the resolution was given in accordance with these rules; or
2. where it is not practicable for the resolution to be passed in the manner specified in paragraph (a), if the resolution is passed in a manner specified by the Department of Fair Trading, New South Wales.

6.10    Voting and Proxies

On any question arising at a general meeting of the IAI-AC a member has one vote only.

All votes must be given personally, by proxy or by other means agreed upon by the Board. No member may hold more than 5 proxies. In the case of an equality of votes on a question at a general meeting, the Chairperson is entitled to exercise a second or casting vote.

A member or proxy is not entitled to vote at any general meeting of the IAI-AC unless all money due and payable by the member or proxy to the IAI-AC has been paid, other than the amount of the annual subscription payable in respect of the then current year.

Each member is to be entitled to appoint another member as proxy by notice given to the Secretary no later than 24 hours before the time of the meeting in respect of which the proxy is appointed.
 
The notice appointing the proxy is to be in the form set out in Appendix 2 to these rules.