2. Membership

2.1 Becoming a Member

Unless they are a subscriber to the Constitution, a person may only become a Member under Clause 2.2.

2.2 Admission as a Member

Any person may become a Member if the person:

  1. is over 18 years of age;
    1. has paid the annual membership fee for the relevant year ending 31 December. The annual membership fee will be $20 or such other amount as shall be determined by the members at each annual general meeting from time to time;
    2. has given the Company a duly signed and completed application form at least 30 days prior to the next meeting of the Members. The application form must be in the form approved by the Directors and must include an undertaking by the applicant to be bound by this Constitution; and
    3. has been registered as a Member in the Company's register. The membership commences on the date that the person is registered as a Member in the Company's register and terminates in accordance with Clauses 2.4 to 2.7.
  2. A person who is a member of either the RBS, VAF or RVIB at the date on which the Scheme of Arrangement relating to the Company, RBS, VAF and RVIB becomes effective at law, becomes a Member at that date and is not liable to pay a membership fee in respect of the period to 31 December 2004.

2.3 Directors may create and vary classes and class rights

The Directors may, subject to this Constitution and the Corporations Act:

  1. establish any new class of Members and define the rights, restrictions and obligations of Members in that class; and
  2. vary or cancel the rights, restrictions and obligations of Members in any new or existing class, if:
    1. 75% of the Members of that class give their written consent; or
    2. a special resolution to that effect is passed at a separate meeting of those Members.

2.4 Ceasing to be a Member

A Member ceases to be a Member on:

  1. resignation;
  2. death;
  3. becoming of unsound mind or a person whose person or estate is liable to be dealt with in any way under a law relating to mental health;
  4. the termination of the person's membership by the Directors in accordance with this Constitution;
  5. failure to pay the annual membership fee for the relevant year by 1 March of that year;
  6. failing to comply with this constitution;
  7. if the Company is dissolved or otherwise ceases to exist, has a liquidator or provisional liquidator appointed to it, or is unable to pay its debts; or
  8. if the Member is a corporation and is dissolved or otherwise ceases to exist, has a liquidator or provisional liquidator appointed to it, or is unable to pay its debts.

2.5 Resignation

A Member may by written notice to the Company resign their membership with immediate effect or with effect from a specified date occurring not more than 30 days after the service of the notice.

2.6 Rights of reply and appeal for expelled members

  1. Expulsion of members shall be made only by a resolution passed by the Board of Directors of the Company.
  2. If the Board proposes to expel a member because his or her conduct is detrimental to the interests of the Company, it shall before passing a resolution to that effect direct the Company Secretary to communicate in writing to the member the grounds for the proposed expulsion and the time, date and place of the meeting of the Board at which the proposed expulsion will be decided. This notice shall be given not less than 14 days before the date of that meeting.
  3. At a meeting of the Board held as referred to in sub-rule (2) the Board shall: –
    1. give to the member the subject of the proposed resolution of expulsion an opportunity to make oral representations;
    2. give due consideration to any written representations submitted by the member at or prior to the meeting; and
    3. decide whether to pass or not the proposed resolution of expulsion.
  4. Where the Board decides to pass the resolution in accordance with sub-rule (3), the Company Secretary shall, within 7 days after the passing of that resolution, by notice in writing inform the member the subject of that resolution of expulsion of the reasons for it and of the right of appeal under this rule.
  5. A member who is expelled under sub-rule (3) from membership of the Company and does not exercise his or her right of appeal ceases to be a member 14 days after the day on which the decision so to expel them is communicated to them under sub-rule (4).
  6. A member who is expelled from membership of the Company under sub-rule (3) shall, if they wish to appeal against that expulsion, give notice to the Company Secretary of their intention to do so within a period of 14 days.
  7. When notice is given under sub-rule (6) the Company Secretary shall thereupon cause a special general meeting of the members of the Company to be held within 28 days of receipt of the notice. The Company in a general meeting shall: –
    1. give to the member the subject of the decision an opportunity to make oral representations;
    2. give due consideration to any written representations submitted by the member the subject of the decision at or prior to the meeting; and
    3. decide whether to confirm or to revoke the resolution of expulsion passed by the Board.

2.7 Limited liability

The Members have no liability as Members except as set out in Clause 16.

2.8 Membership is not transferable

Membership of the Company is personal to the Member and is not transferable.

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