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1. Name 2. Objects of the Council 3. Coverage 4. Office 5. Patron 6. Membership 7. Executive Committee 8. Finance 9. General Meetings 10. Annual General Meetings 11. Quorum 12. Voting 13. Notices 14. Sub-committees 15. Secretariat 16. Joint Council/International Council Meetings 17. Amendments to the Constitution 18. Winding up 1. Name There is hereby established an unincorporated body which is to be known as the Australia Pacific Islands Business Council (‘the Council’). 2. Objects of the Council 2.1. The objects for which the Council is established are: (a) To promote friendship, goodwill and understanding between the business communities of Australia and the Pacific islands countries listed in clause 3 (‘PIC’). (b) To maintain, support, promote and encourage trade, investment, technical and economic co-operation and tourism between Australia and PIC. (c) To maintain, promote and extend industrial and commercial relations between individuals, firms, companies, corporations, institutions and associations of Australia and the PIC. (d) To carry out objective research studies on any matters affecting or concerning any of the above objects. (e) To arrange for regular and effective consultation between business enterprises in Australia and PIC. (f) To encourage and sponsor education, personnel exchange and training schemes at the private sector level between Australia and the PIC, with the aim of mutually enhancing experience, education and capabilities. (g) To maintain liaison with the Governments of both Australia and PIC in order to promote any of the above objects and to ensure that the concerns, views and plans of the Australian and PIC commercial sector are clearly conveyed to the governments of all countries. (h) To co-operate with an appropriate responsible body established in one or more PIC and to arrange for regular and effective consultation, communication and meetings with it. (i) To provide a forum for contacts and discussions of questions of common interest and information, advice and services. (j) To seek to ensure the continuation of a stable relationship between all countries - a relationship which understands the national heritage and aspirations of each country and a relationship which will draw together regional neighbours and trading partners in a growing bond of friendship. (k) To encourage and maintain close co-operation between this business council and other like business councils operating in the South Pacific region. (l) Generally to enter into, execute and carry out all contracts and agreements of any kind whatsoever and to do all such other things as are incidental or conducive to all or any of the above objects. (m) Except as hereinbefore provided to apply the income and property of the Council solely towards the promotion of the objects of the Council. 2.2. Every member of the Council undertakes to contribute to the assets of the Council in the event of the Council being wound up while he is a member or within six months after he ceases to be a member for: (a) payment of the debts and liabilities of the Council contracted before he ceases to be a member; (b) of the costs, charges and expenses of winding up; and (c) for the adjustment of the rights of the contributories among themselves such amounts as may be required but not exceeding the annual subscription. 3. Coverage The countries and territories covered by the Council comprise: (a) American Samoa, CNMI, Cook Islands, East Timor, Federated States of Micronesia, French Polynesia, Guam, Kiribati, Marshall Islands, Nauru, New Caledonia, Niue, Palau, Samoa, Solomon Islands, Tokelau, Tonga, Tuvalu, , Vanuatu; Wallis and Futuna, and (b) those further or other territories as the members so resolve in accordance with the provisions of this Constitution. 4. Office The office of the Council will be located at such place as the Executive Committee may determine from time to time. 5. Patron A person of high standing in the Australian community may be invited by the Executive Committee to act as patron. The Patron will not have voting rights but may attend all major functions of the Committee. 6. Membership (a) The members of the Council shall be those persons (including a sole trader or corporation) as the Executive Committee may admit from time to time and such persons shall on admission be bound by the Constitution and by any rules, regulations or by-laws of the Council that are in force from time to time. (b) Members of the Council shall be divided into the categories set out below and any person (including a sole trader or corporation) who in the opinion of the Executive Committee has qualifications appropriate to any of those categories shall be eligible to be admitted to membership of that category. Sponsor Member A company or person who registers an interest in more than three of the countries covered by the Council. Multiple Country Member A company or person who registers an interest in either two or three of the countries covered by the Council. Single Country Member A company or person who registers an interest in one of the countries covered by the Council. Associate Membership Any person or organisation involved in activities which in the opinion of the Executive Committee are of benefit to the Council in meeting its objectives. (c) Applicants for membership shall upon lodgement of their application for membership respectively pay such joining and membership and annual subscription fees as the Executive Committee resolves from time to time. (d) The Executive Committee may from time to time determine in respect of each category of membership a change in the annual subscription payable by the members and may determine the date as and from which any new rate shall come into force. (e) Any members joining part way through a financial year shall pay a subscription fee assessed on a pro-rata basis. (f) All annual subscriptions must be payable within six weeks after the Annual General Meeting. (g) The Executive Committee may, with the authority of the Council in General Meeting in which two-thirds of the members present in person or by proxy and entitled to vote have voted in favour of the resolution, impose a levy on members such amount not exceeding the subscription fee applicable in the relevant year payable at such time or times as is so resolved. (h) If a member fails to pay any subscription or levy within the time specified, the Executive Committee may at any time while the sum remains unpaid terminate the membership of that member after giving that member a final request requiring payment within 30 days. (i) The members shall individually be responsible for their own costs incurred in participating in the affairs and activities of Council and all offices held with the Council, the Executive Director excepted, shall be honorary. 7. Executive Committee (a) The management and control of the affairs of the Council shall be vested in the Executive Committee which (in addition to any other powers expressly conferred upon it by this constitution) may carry into effect all or any of the objects of the Council and may exercise all powers of the Council and do all such acts and things as may be exercised or done by the Committee and as are not by this constitution expressly directed or required to be exercised or done by the Council in general meeting. (b) The Executive Committee shall consist of up to twelve representatives of Sponsor Members and Multiple Country Members who shall hold office from the date of election until the end of the next ensuing Annual General Meeting of the Council. In addition, the Immediate Past President and Executive Director shall be ex-officio members of the Executive Committee. (c) The officers of the Executive Committee shall consist of a President, Immediate Past President, up to three Vice Presidents, an Honorary Treasurer and the Executive Director. (d) The Executive Committee shall have power to co-opt members. (e) The President, Vice-Presidents and Treasurer shall be elected from amongst Sponsor Members. (f) The immediate Past President shall vacate his position as an officer of the Executive Committee upon the cessation from office of the President, who shall immediately assume the office of Immediate Past President. (g) Notwithstanding anything in this Constitution: (i) the first members of the Executive Committee shall be such representatives of companies as are appointed at a meeting to be called for the formation of the Council; and (ii) No representatives of companies so appointed to the Executive Committee shall be required to retire by rotation at the first Annual General Meeting after their appointment. (h) At every Annual General Meeting of the Council subsequent to the first Annual general Meeting, four of the members of the Executive Committee for the time being shall retire from office. A retiring member of the Executive Committee shall be eligible for re-election in the ensuing year. (i) The Executive Committee members to retire in every year shall be those who have been longest in office since their last election, but as between persons who became Executive Committee members on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by lot. 8. Finance The funds of the Council shall be deposited in accordance with the directions of the Executive Committee. The funds of the Council shall be used only to meet the expenses and to carry out the objects of the Council. Any two members of the Executive Committee shall be authorised to operate on the Council's bank account provided that the Executive Committee may delegate to members of the Secretariat authority to sign cheques for routine and approved payments. The Council’s financial year shall commence on 1 July in any year. 9. General Meetings The Executive Committee shall meet whenever it thinks fit, at the request of any two of the President and the Vice Presidents. The Executive Committee shall if requested to do so in writing by thirty percent of Members of the Council, convene a meeting of the Committee giving notice of that meeting to Committee members and details of the business to be transacted at that meeting. The President, and in his absence either Vice President, shall preside as Chairman at every general meeting, or in their absence another member elected by those members present. 10. Annual General Meetings There shall be an Annual General Meeting of the Council which shall be held within five months of the end of the financial year. The business of the Annual General Meeting shall be: (a) to elect the Executive Committee; (b) to elect Office Bearers; (c) to receive the Annual Report of the President; (d) to receive a statement of accounts duly audited and certified for the preceding financial year; (e) to appoint an auditor for the ensuing year; and (f) to transact such other business of which due notice has been given or which, in the opinion of the meeting, it is expedient to consider. 11. Quorum A quorum for a meeting of the Council shall consist of not less than ten (10) representatives of members present in person or by proxy. A quorum for a meeting of the Executive Committee shall consist of not less than five (5) members in person or by alternates or by proxy. 12. Voting At any meeting of the Council or the Executive Committee, the members (including the Chairman) present in person or by proxy shall be entitled to one vote only on each matter deliberated. Except as provided in sub-clause 6(g) and Clause 17 all resolutions shall require an affirmative vote of the majority of those present and entitled to vote in person or by proxy. 13. Notices Fourteen (14) days' notice specifying: (a) the place, the day and the hour of the meeting; and (b) the general nature of that business, shall be given at all meetings other than Executive committee meetings convened by that Committee. 14. Sub-Committees The Council and the Executive Committee are empowered to authorise the setting up of and delegation of powers to Sub-Committees/Working Parties for the purpose of carrying out specific projects identified by the Councils. 15. Secretariat The Secretariat of the Council shall be provided under arrangements approved from time to time by the Executive Committee, which shall have the power to determine all matters relating to the operation of the Secretariat. 16. Joint council/International Council Meetings When meetings are held in Australia in conjunction with other like-minded Councils, the various expenses associated with the preparation and operation of say "Joint Council Meeting" shall be met by this Council from contributions and/or levies on its members; provided that in all cases delegates to any Joint Council Meeting will be responsible for their own travel, accommodation and other expenses. 17. Amendments to the Constitution The Council in General Meeting may amend this Constitution by a two-third majority vote at a meeting for which due notice has been given. 18. Winding Up In the event that it is resolved that the Council be wound up, the resolution affecting such dissolution shall prohibit the payment or distribution of any surplus assets among the members of the Council and require them to be given or transferred to some other institution or institutions having objects similar to the objects of the Council and which impose appropriate prohibitions on the distribution of its or their income and property among its or their members. |