PR945223 PR945223 Download Word Document AUSTRALIAN INDUSTRIAL RELATIONS COMMISSION Workplace Relations Act 1996 s.158 of Schedule 1B - application for consent to change of name Fire Contractors Federation (D2004/16) VICE PRESIDENT ROSS MELBOURNE, 30 MARCH 2004 Change of organisation name. DECISION [1] On 22 January 2004 the Fire Contractors Federation lodged an application under s.158(1) of the RAO Schedule of the Workplace Relations Act 1996 (the WR Act ) for the consent of a designated Presidential Member to the change of its name to "National Fire Industry Association". [2] A notice of this application was gazetted in the Commonwealth of Australia Gazette on 11 February 2004. A copy of the application was also published on the Commission's website. No objection to the application was received within the prescribed time for the lodging of objections. [3] Having considered the material filed in support of the application, I am satisfied that there has been compliance with the requirements of the WR Act and the Regulations. I am also satisfied that: 1. The change has been made under the rules of the organisation (s.158(2)); and 2. The proposed new name of the organisation is not the same as the name of another organisation, nor is it so similar to the name of another organisation as to be likely to cause confusion (s.158(3)). [4] I therefore consent to the change of name of the Fire Contractors Federation to "National Fire Industry Association". The change will take effect from 31 March 2004. [5] There are a number of consequential amendments to the rules as a result of this decision. Rules 1, 4 and 29 will be amended to reflect the new name of the organisation. Accordingly, on and from 31 March 2004, the rules of the National Fire Industry Association will be those in Annexure A. ANNEXURE A 1 - NAME OF ASSOCIATION AND INDUSTRY CONCERNED The Association shall be known as "National Fire Industry Association". 2 - OFFICE The registered office of the Association shall be at "Suite 9, 22-28 Fitzroy Street, St Kilda, Victoria" or such other place as the Council may, from time to time, determine. 3 - OBJECTS The objects for which the Association is established are:- (a) To promote the interests of the Fire Protection Industry in Australia and all such activities as are ancillary thereto. (b) To act as an organisation and/or industrial union of employers under the laws of the Commonwealth of Australia and its Territories or any State within the Commonwealth. (c) To bring any industrial disputes, claims or matters relating to industrial matters before any court, commissioner, committee, enquiry board or any tribunal whatsoever of the Commonwealth of Australia or any of the States of the Commonwealth of Australia, including but without limiting the generality of the foregoing - the High Court of Australia, the Federal Court of Australia, the Australian Industrial Relations Commission and any court or tribunal constituted pursuant to the Workplace Relations Act 1996. (d) To effect an Association of employers in the Fire Protection Industry as defined with a view to improving the condition of the Industry in every proper and lawful manner. (e) To improve either abroad or within Australia the relations of members of the Association with their employees. (f) To secure to the members of the Association all the advantages of unity of action and to protect the interests of members in any lawful manner whatsoever in all matters relating to the said industry. (g) To assist and support any scientific or standardisation or like bodies whose activities are calculated to be of interest to members. (h) To promote or encourage any technical or other forms of education for the development of efficient workmen or employees. (i) To establish branches and branch offices and to provide for the appointment of local committees to deal with local matters. (j) To enter into any affiliation or alliance with or to promote or assist in the formation of any other association, company, firm or chamber having objects similar to or calculated to benefit generally the members of this Association. (k) On such terms as may be approved by a General Meeting of members to enter into any affiliation or alliance with or to support or promote or assist in the promotion or to enter into any contracts with any other association or company having the object of indemnifying in any lawful manner, members or groups of members of this Association against the whole or any part of losses suffered by them in consequence of any industrial dispute or calling out of workmen or employees contrary to the provisions of any Federal or State Awards or agreements or otherwise contrary to law. (l) To purchase or otherwise acquire and undertake all or any part of the property, assets, liabilities and engagements of any one or more of associations, companies, firms or chambers with which this Association is authorised to amalgamate, affiliate, fuse or ally. (m) To act in conjunction or affiliate with or to appoint representatives to any association or union of employers either in Australia or abroad. (n) To propose or oppose legislative or other measures affecting or likely to affect the Fire Protection Industry as defined. (o) To prosecute or defend any suits, applications and proceedings before any court or tribunal whatsoever as may be deemed necessary or expedient in the interests of the Association or its members. (p) To act as arbitrators in the settlement of and to appoint committees to deal with disputes between members and their employees. (q) To print and publish such as may be necessary for the spreading of information with respect to matters having relation to the objects of the Association. (r) To enter into contracts calculated to benefit members generally. (s) To sign and execute all deeds and documents and other instruments of any kind whatsoever for carrying out the purposes of the Association herein set out. (t) To make, draw, accept, endorse, discount, execute, negotiate or issue such cheques, promissory notes, bills of exchange, bills of lading, warrants, debentures and other negotiable or transferable instruments or securities as may be deemed necessary for carrying out the objects of the Association. (u) To accept, invoke, or execute any trust or gift which may be deemed in accordance with or which may further the objects of the Association or any of them. (v) To lend, borrow or raise and secure the payment of money in such manner as the Association shall think fit upon such terms and conditions as shall be deemed expedient and in particular by mortgage or debenture, perpetual or otherwise, or other securities and to charge if need by such mortgage, debenture or other securities upon the floating assets or upon all or any of the property of the Association present or future. (w) to raise funds by means of subscriptions and levies on members and otherwise for all the purposes and objects of the Association in such amounts and in such manner as is provided for in these Rules. (x) To represent the interests of employers in the Fire Protection Industry as defined before Courts, Boards, Conciliation Committees, other Tribunals, any other Bodies and at conferences with Trade Unions and other bodies of employers and employees. (y) To adopt whatever procedure may be advisable in the interests of members of the Association and in the maintenance of the right of private enterprise. (z) To do all such other lawful things that may appear to be incidental or conducive to the above objects or any of them. (aa) To adopt any additional objects from time to time. (bb) To co-ordinate and safeguard the activities of the members of the Association in their business as fire protection engineers, contractors and/or manufacturers and/or servicers and/or such other activities as are ancillary to the Fire Protection Industry. (cc) To establish a code of ethics and good business practice among the members. (dd) To establish, maintain and improve close liaison and friendly and co-operative relations with all governmental, semi-governmental, municipal or other local or public authorities, manufacturers, suppliers or distributors of goods, materials and/or services associated with the Fire Protection Industry. (ee) By the establishment of a standard of ethics and competence to provide a reasonable assurance to architects, insurance corporations, government bodies and the public in general of the skill, integrity and responsibility of the members. (ff) To improve and elevate the standards of installation and servicing in the Fire Protection Industry and to co-operate with regulatory authorities in the maintenance of proper standards of installation. (gg) To discuss and consider matters affecting the Fire Protection Industry and its ancillaries and to collect, collate, publish or cause to be published such information relating thereto as may be calculated to be of service to its members or to the community. (hh) To establish or assist in the establishment of standards of quality in respect of equipment and services in the Fire Protection Industry and to devise and conduct tests to ascertain and establish compliance with such standards. 4 - INTERPRETATION In the interpretation of these Rules and this Constitution the following words and expressions shall have the meaning hereinafter specified unless the context otherwise requires. "Associate" means an Associate as defined in Rule 5(a) hereof. "Association" means National Fire Industry Association. "President" means the President of the Association and includes any other Office Bearer from time to time acting as President by the authority of the Council. "Council" means the Council of the Association. "Secretary-Treasurer" means the duly elected Secretary-Treasurer of the Association and includes any other person from time to time acting as Secretary-Treasurer by the authority of the Council. "In writing" or "written" includes printing, photographing, typewriting and other methods of representing or reproducing words in visible form. "Member" means a Member under Rule 5 hereof. "Fire Protection Industry" means the Industry of the Manufacture of Fire Protection Engineering, involving pipefitting and erection and installation and all work incidental to the manufacture, erection and installation of apparatus, pipes and/or fittings including the fixing and connecting of tanks, valves, water supplies, pumps, gauges or alarms for systems for the detection, extinguishment and/or control of fires and/or all pipes and/or fittings for conveyance of water air and/or gas, and/or chemical compounds and/or pipes and fittings for hydrant and hose reel services. "Month" means a calendar month. "Office" means the registered office for the time being of the Association. Words importing the singular number include the plural number and vice versa. Words importing the masculine gender include the female gender. Words importing persons include companies, partnerships, firms and corporations, statutory or otherwise. 5 - MEMBERSHIP The Association shall consist of an unlimited number of individuals, firms, partnerships, companies, corporations and unincorporated bodies engaged in and/or employing any worker within the Commonwealth of Australia and its Territories in the Fire Protection Industry as defined. Provided that where State or federal legislation requires an individual, firm, partnership, company or corporation to hold a contractor's authority or similar authority to that prescribed by the New South Wales Plumbers, Gas Fitters and Drainers Act 1979 then such authority shall be held. 5A - ASSOCIATE Such individuals, firms, partnerships, companies, corporations or unincorporated bodies whose objects or interests are altogether or in part similar to those of the Association and being connected or allied with the fire protection industry or any allied or associated trade or business as shall apply to be associated with the Association and shall be admitted as an Associate by the Council shall be the Associates of the Association. Any such individual, firm, partnership, company, corporation or unincorporated body may be associated with the Association only upon such terms and subject to such conditions as the Council may determine. An Associate will be entitled to participate in all the Association activities and committees, with the exception of the Council and the Industrial Committee, however, except as provided by these Rules, the Associate will not have the voting rights accorded to Members of the Association. 6 - ADMISSION TO MEMBERSHIP (a) Any person eligible for membership may make application to become a Member or Associate. (b) The Secretary shall inform applicants for membership, in writing, of: (i) the financial obligations arising from membership; and (ii) the circumstances, and the manner, in which a Member or Associate may resign from the Association. (c) Applications for membership shall be addressed to the Secretary-Treasurer of the Association at its registered office. Applications shall be in writing and in such form as the Council may from time to time approve. Applications for admission to membership shall be submitted to the next meeting of the Council to occur after allowing two weeks to process the application. The applicant shall become a Member or Associate of the Association on the date that the application is approved. (d) Within 14 days after: (i) the business, or part of the business of a Member or Associate of the Association is assigned or transferred to a person who is not a Member or Associate of the Association; or (ii) such person succeeds to the business or part of the business, of a Member or Associate of the Association; the Member or Associate shall notify the Association of the assignment, transfer or succession. 7 - RESIGNATION FROM MEMBERSHIP A Member or Associate may resign from membership by written notice addressed and delivered to the secretary. A notice of resignation takes effect: (a) where the Member or Associate ceases to be eligible to become a Member or Associate of the Association: (i) on the day on which the notice is received by the secretary; or (ii) on the day specified in the notice, which is a day not earlier than the day when the Member or Associate ceases to be eligible to become a Member or Associate; whichever is later; or (b) in any other case: (i) at the end of two weeks after the notice is received by the Association; or (ii) on the day specified in the notice; whichever is later. Any dues payable but not paid by a former Member or Associate of the Association, in relation to a period before the Member or Associate's resignation from the Association took effect, may be sued for and recovered in the name of the Association, in a court of competent jurisdiction, as a debt due to the Association. A notice delivered to the secretary shall be taken to have been received by the Association when it was delivered. A notice of resignation that has been received by the Association is not invalid because it was not addressed and delivered to the secretary. A resignation from membership of the Association is valid even if it is not effected in accordance with this section if the Member or Associate is informed in writing by or on behalf of the Association that the resignation has been accepted. 8 - TERMINATION OF MEMBERSHIP The membership of the Association of any Member or Associate shall terminate:- (a) Upon the passing of a resolution by the Council that the name of such Member or Associate be removed from the Register of Members of the Association on the ground that the Member or Associate has broken one or more of the Rules of the Association or has acted contrary to the interests of the Association; provided that the Council shall not resolve that the name of the Member or Associate be removed from the Register of Members on any such ground unless such Member or Associate shall have been charged in writing at least 14 days previously with a breach of the Rules or with the commission of an action contrary to the interests of the Association and unless such Member or Associate shall have been afforded the opportunity of answering the charge. (b) In the case of an individual upon the making of a sequestration order or the execution of a deed of assignment or arrangement for the benefit of creditors against or by the individual. (c) In the case of a firm upon the dissolution thereof or upon the making of a sequestration order of the execution of a deed of assignment or arrangement for the benefit of creditors against or by the firm or any Member or Associate thereof. (d) In the case of a company upon the notification in a Government Gazette of the winding up or liquidation thereof; provided that at the written request of the liquidator, accompanied by his undertaking to pay in full all membership and other dues accruing as from the date of the commencement of the liquidation, the Council may provide that the membership of the company in liquidation shall not terminate. (e) Upon the passing of a resolution by the Council that the name of such Member or Associate be removed from the Register of Members of the Association under the provisions of Rule 15. (f) If such Member or Associate fails to obtain or otherwise hold a Contractor's Authority, where required to do so by the New South Wales Plumbers Gasfitters and Drainers Act 1979, or similar Authority, required under other State or Federal legislation. 9 - NO RIGHTS ON TERMINATION Any Member or Associate who withdraws from membership or whose membership is otherwise terminated pursuant to these rules shall cease to have any claim or interest of any nature whatsoever to or in any of the funds or assets of the Association or against any Member, Associate or office bearer, the Council or any member of the Association's staff. 10 - REGISTER OF MEMBERS The Secretary-Treasurer shall cause to be kept at the registered office a Register of Members in which shall be recorded the name and address and voting rights including changes thereto of every member of the Association and such other particulars as the Council may direct from time to time. An entry in the register shall be evidence of membership of the Association. 11 - MEMBERS NOT PARTNERS The members of the Association are not partners. 12 - SUBSCRIPTIONS (a) The subscription shall date from and be due and payable on the first day of July in each year. The subscription of a new Member or Associate shall be a rateable proportion of a full year's subscription and shall be calculated from the first day of the month in which his application for membership was approved. (b) The Council may from time to time by resolution, vary the rate of subscription. 13 - ENTRANCE FEE The Council may direct the payment of an entrance fee by all Members and Associates admitted under Rule 6 and determine the amount thereof from time to time. 14 - LEVIES If at any time the Council deem that an emergency has arisen making it advisable that a levy should be made, the Secretary-Treasurer shall summon a Special General Meeting of Members to consider whether such levy should be imposed and if so in what amount. If such Special General Meeting by resolution determines that a levy should be imposed the levy shall forthwith become due and payable from the date specified in the resolution. 15 - UNFINANCIAL MEMBERS/ASSOCIATES (a) Any Member or Associate failing to pay any levy within two months after notification thereof has been posted to him by the Association shall be disqualified from taking part in any procedures of the Association and shall be liable to pay an additional penalty of 10% of the levy and/or amount of arrears of subscription. In default of payment of the amount of any levy within one month of final demand under the hand of the Secretary-Treasurer or other person duly authorised by him such levy and arrears may be recovered at law in proceedings instituted by the Secretary-Treasurer or other person duly authorised by him. (b) Where a Member or Associate continues in default of paragraph (a) of this Rule for more than one month after the final demand, the name of the Member or Associate may be removed from the Register of Members by the passing by the Council of a resolution to that effect Such action shall be without prejudice to the right of the Association to recover any arrears of subscription or unpaid levy together with any additional benefit provided under paragraph (a) hereof. 16 - OFFICE BEARERS (a) The Office Bearers shall be elected annually in accordance with Rule 45 and shall hold office thereafter until their successors are elected. (b) The Office Bearers shall be President, Vice-President and Secretary-Treasurer. 17 - PLACE AND TIME OF MEETINGS The President or in his absence the Vice President shall decide the place where and the time at which any General Meeting of the Association shall be held. 18 - ANNUAL GENERAL MEETINGS The Annual General Meeting of the Association shall be held by 31 October in each year. Fourteen days notice thereof shall be given to all members and associates in writing. At such a meeting, a report on the affairs of the Association during the preceding year shall be submitted by the Chairman and the Secretary-Treasurer shall submit a financial report and balance sheet duly audited covering the 12 months immediately preceding the previous 30th June. Any other business may be transacted which in the opinion of the Chairman is expedient. A member may be represented at such meeting by proxy provided the proxy is found to be in order by the Chairman. 19 - GENERAL MEETINGS At the request of the President or by decision of the Council or on a requisition signed by at least five members, the Secretary-Treasurer shall cause a General Meeting of the Association to be called as promptly as possible. At least seven days notice shall be given thereof in writing and no business shall be transacted at any such meeting except that for which the meeting has been called. Should there not be a quorum present within 30 minutes after the time for which the meeting was called, the meeting shall lapse. A member may be represented at such meeting by proxy provided the proxy is found to be in order by the Chairman. 20 - ATTENDANCE AT MEETINGS Any individual member or partner in a member firm or director or executive officer of a member corporation or company shall be entitled to attend all General Meetings of the Association and take part in all discussions thereat provided that each such representative is authorised by proxy, such proxy having been found to be in order by the Chairman prior to the commencement of the meeting. 21 - QUORUM At the Annual General Meeting or other General Meeting of the Association five members of the Association shall form a quorum. A quorum for a meeting of the Council shall be three Councillors. 22 - ELIGIBILITY OF A MEMBER OF THE COUNCIL (a) A person shall not be eligible to be a Member of the Council unless he is either a member of the Association, is a partner in a partnership which is a member of the Association or an officer or employee of a member of the Association. (b) A person shall be disqualified from holding office or being a member of the Council if such person:- (i) Becomes bankrupt or insolvent or makes an assignment for the benefit of his creditors; or (ii) Is a representative of a member, which becomes bankrupt or insolvent or makes an assignment for the benefit of its creditors or compromises with its creditors or is a representative of a corporation which is in course of liquidation otherwise than for the purpose of reconstruction; or (iii) Becomes lunatic or of unsound mind; or (iv) Is convicted of any fraud or crime or a prescribed offence as defined in the Workplace Relations Act 1996. 23 - VACATION OF OFFICE It shall be competent for the Council, by resolution of a majority of its members present, to declare vacant the office of any member of the Council if such member:- (a) Has been found guilty, in accordance with the rules of the Association, of misappropriation of the funds of the Association or a substantial breach of the Rules of the Association or gross misbehaviour or gross neglect of duty. (b) From any cause whatsoever ceases to be a member or a representative of a member of the Association; or (c) By writing resigns from the Council; or (d) Ceases to be eligible as a Councillor under Rule 22. 24 - CHAIRMAN The President or in his absence the Vice President shall take the chair at all meetings of the Association. In the absence of such office bearers those present shall elect a Chairman. 25 - COUNCIL There shall be a Council which shall consist of five (5) Councillors each of whom will be representative of one of the geographic regions specified in Rule 44(f) and elected by the members of that region. 26 - PROCEEDINGS OF THE COUNCIL The Council shall unless it otherwise determines meet at least twice each year on such day and at such place and in such a manner as the President may, from time to time determine, and may otherwise meet for the despatch of business and may adjourn and otherwise regulate all meetings and proceedings. A duly convened meeting of the members of the Council for the time being, at which a quorum is present shall be competent to exercise all or any of the authorities, powers and discretions by or under these rules for the time being vested in or exercisable by the Council generally. Questions arising at any meeting of the Council shall be decided by a majority of votes based on one vote per member and in the case of an equality of votes, the Chairman shall have a second or casting vote. The President may submit any question to a vote by the members of the Council. He may cause such question to be submitted verbally or in writing and may direct that the replies by the members of the Council shall be either verbally or in writing. The decision of the majority of the members of the Council in such vote shall have the like force as a decision made by the Council as if it had been passed at a meeting of the Council duly called and constituted. The Secretary-Treasurer shall cause any such decision to be recorded in the Minutes. 27 - POWERS OF THE COUNCIL (a) The supreme control of the Association is vested in the members of the Association in General Meeting. Subject thereto the management of the business and control of the Association shall be vested in the Council which, in addition to the powers and authorities by these rules especially conferred upon it, may exercise all such powers and do all such acts and things as may be exercised or done by the Association and are not hereby especially directed or required to be exercised or done by the Association in a General Meeting. (b) Without in any way limiting the general powers conferred by these rules or otherwise on the Council it is hereby expressly declared that it shall have the following powers, that is to say, power:- (i) to adopt such measures as it from time to time deems expedient for the purpose of giving effect to the objects of the Association or any one of them; (ii) to purchase, take in exchange, or on lease, or otherwise acquire, and for any estate or interest therein, any real or personal property, rights or privileges, which the Association is authorised to purchase or acquire, and which it may deem requisite or expedient to acquire for the purpose of the Association's business, and at its discretion to sell, subdivide, let, exchange, or dispose of, any property of the Association on such terms as to credit or otherwise as it may think fit; (iii) at its discretion to pay for any property, rights, or privileges acquired by or services rendered to the Association, either wholly or partially in cash or in bonds, debentures, or other securities of the Association, and any such bonds, debentures, or other securities, may be either specifically charged upon all or any part of the property of the Association, or not so charged; (iv) to secure the fulfilment of any contracts or engagements entered into by the Association by mortgage or charge of all or any of the property of the Association for the time being or in such other manner as it may think fit; (v) to raise or borrow money in the name or otherwise on behalf of the Association as it may from time to time think expedient, and to secure the repayment thereof or the fulfilment or discharge of any liability, guarantee, or obligation, of, or undertaking by the Association in such manner and upon such terms and conditions as it thinks fit and in particular by the issue of bills or notes, by mortgagee or charge or of on any of the property or assets of the Association, both present and future; (vi) to appoint, under contract or otherwise, salaried staff, clerks, agents and servants, for permanent, temporary or special services, as it may from time to time think fit, and to determine their powers and duties, and fix their salaries or emoluments, subject to cany contract, to remove, suspend, or dismiss, any such salaried staff, clerks, agents and servants; (vii) to institute, conduct, defend, compound, or abandon, any legal proceedings by or against the Association or its staff, or otherwise concerning the affairs of the Association, and also to compound and allow time for payment or satisfaction of any debts due, and of any claims or demands by or against the Association; (viii) to refer any claims or demands by or against the Association to arbitration and observe, and perform the awards; (ix) to act on behalf of the Association in all matters relative to bankrupts and insolvents, assignments or liquidations; (x) to make and give receipts, releases, and other discharges for money payable to the Association, and for the claims and demands of the Association; (xi) to draw, accept, make, endorse, transfer, discount, guarantee and negotiate, such cheques, bills of exchange, and promissory notes, and give such indemnities and guarantees, and enter into such other obligations as may seem to it to be expedient for the purposes of the Association; (xii) to provide for the local management of the affairs of the Association in any State or place in such manner as it shall think fit, and to establish any Local Committee, and delegate to any such Committee all or any of the powers, authorities, or discretions, or duties, vested in or imposed upon the Council by these Rules; (xiii) to invest and deal with any moneys of the Association not immediately required for the purposes thereof upon such securities and in such manner as it may think fit, and from time to time vary or realise such investments; (xiv) to enter into all such negotiations and contracts, and rescind and vary all such contracts, and execute, and do all such acts, deeds, and things, in the name and on behalf of the Association as it may consider expedient for or in relation to any of the matters aforesaid, or otherwise for the purposes of the Association; (xv) to form branches of the Association in any part of the Commonwealth of Australia, or its Territories and to make rules for the operation of such branches and to vary, rescind or alter any of such rules; (xvi) to entrust to, delegate to or confer upon any member of the Council or any other committee of the Association or any member of the salaried staff of the Association or agent of the Association such of the powers or duties of the Council as it sees fit and as may properly be so entrusted, delegated or conferred according to the Laws of the Commonwealth of Australia and the respective States of the Commonwealth of Australia; (xvii) to affiliate the Association with, and consent to the affiliation with the Association or any organisation, association or body corporate or incorporate, having objects altogether or in part similar to those of the Association, upon such terms and conditions and subject to the payment of such fees for subscription (if any) as the Council may think fit, and at any time to terminate or cancel such affiliation by or with the Association; (xviii) to purchase, or otherwise acquire and undertake all or any part of the property, assets, liabilities and engagements, of any one or more of the associations, companies, firms or chambers, with which this Association is authorised to amalgamate, affiliate, fuse or ally, and to transfer all or any part of the property, assets, liabilities, and engagements of this Association to any one or more of the associations, companies, firms or chambers, with which this Association is authorised to amalgamate, affiliate, fuse or ally; (xix) to appoint the Committees required under these Rules to be appointed, and Special Committees from amongst its own number or otherwise to examine and inquire into any special matter in connection with the objects or business of the Association, with power to take action therein, and to appoint Members of the Association to act with any such Special Committees, and dissolve such Special Committees whenever it may think proper, and generally to determine the constitution and regulation of the procedure of any Committee, whether special or appointed under these Rules - Special Committees shall have recommendatory powers only and shall always act under the direction of the Council; (xx) from time to time to make and to alter, vary and rescind, such by-laws for the carrying out of these Rules, to put into effect the powers and authorities thereby vested in the Council, and for regulating the conduct and proceedings of the Association and of the Council meetings and generally to provide for all such matters and things relating to the management of the property of the Association and to the conduct of its business as are not inconsistent with or repugnant to these Rules or required to be done by the Association in General Meeting; (xxi) to bring any industrial disputes, claims or matters before any Court, Commissioner, Committee, Enquiry Board or any Tribunal whatsoever of the Commonwealth of Australia or of any of the States of the Commonwealth of Australia including, but without limiting the generality of the foregoing, the High Court of Australia, the Australian Industrial Relations Commission and any Court or Tribunal constituted pursuant to the Workplace Relations Act 1996; (xxii) to give assistance to any Member or Associate of the Association charged with a breach of any law, regulation, or award, involving a question of principle or of an established custom affecting Members and Associates of the Association generally or Members and Associates of any particular branch or section; (xxiii) on behalf of the Association or any Members thereof to make and take any legal steps to enforce any claims or demands relating to industrial matters upon any Organisation or Industrial or Trade Union of Employees or Employers, or upon any individual employees or employers; (xxiv) to enter into industrial agreements with any Trade or Industrial Union or Association of Employees or Employers; all such agreements shall be under the seal of the Association which shall be affixed and attested in accordance with these Rules. Any other instrument not required by law to be under seal shall be executed by such persons as the Council may appoint. Any instrument required by law to be under seal shall be executed by such persons as the Council may appoint. 28 - DELETED 29 - VOTING (a) On a show of hands and on a poll every member present in person or by proxy or representative shall have one vote. (b) In the case of an equality of votes the Chairman shall both on a show of hands and at a poll or ballot have a casting vote in addition to the vote to which he may be entitled as a member. At any general meeting unless a poll or ballot is demanded by at least three members present in person or by proxy, entitled to vote or is expressly provided by these Rules, a declaration by the Chairman that a resolution has been carried by a particular majority or lost or not carried by a particular majority and an entry to that effect in the minute book of the Association shall be conclusive of the fact. (c) If a poll or ballot is demanded as aforesaid it shall be taken unless expressly otherwise provided by these Rules in such manner and in such time and place as the meeting shall declare and either at once or after an interval or adjournment or otherwise, and the result of the poll or ballot shall be deemed to be the resolution of the meeting at which the poll or ballot was demanded. The demand for a poll or ballot may be withdrawn. (d) No member shall be entitled to be present at or vote on any question at any General Meeting of the Association or upon a poll or ballot or be reckoned in a quorum whilst any subscription or other sum which is due and payable to the Association by him is two months or more in arrears. (e) Voting by proxy is permitted at the Annual General Meeting or any General Meeting of the Association and every instrument of proxy shall be nearly as circumstances permit be in accordance with the following form:- Form of Proxy NATIONAL FIRE INDUSTRY ASSOCIATION I/We, ...........................................................................................................................(full name) being a member of National Fire Industry Association do hereby appoint Mr/Ms ......... ......................... of the Company/Firm ............................. as my/our proxy to vote for me/us on my/our behalf at the .................. (Name of Meeting) meeting of the Association to be held on the...............day of ................ , 19 ....., and at any adjournment thereof. As witness my/our hand this ..................................................... day of .........................., 19....... Signed by the said ............................................................................................ In the presence of ............................................................................................. This form must be in the hands of the Secretary/Treasurer not later than 24 hours prior to any Annual General Meeting or 12 hours prior to any other General Meeting of members. No person shall be appointed as a proxy who is not a member or partner in a member firm or director or executive officer of a company or corporation which is a member of the Association. 30 - CHANGE OF NOMINATED REPRESENTATIVE A Member or Associate may at any time notify the Association in writing of a change of name of his nominated representative. 31 - EMERGENCY MEETINGS In emergencies the President may call a General Meeting of the Association by the giving of not less than 24 hours notice given by telephone to each nominated representative or in his absence to such other executive officer of the member as may be available. 32 - CASUAL VACANCIES The Council shall by resolution appoint either an eligible person, as prescribed in Rule 22, or one of its number, as may be appropriate, to fill any casual vacancy on the Council or in an Office of the Council, as prescribed in Rule 16(b) for the remainder of the term for that position. 33 - LEAVE OF ABSENCE The Council may at any time grant any one of its members leave of absence for such period and upon such grounds as it deems fit. 34 - ASSOCIATION ACCOUNTS The funds of the Association and its income and property shall be under the control of the Council which shall have the sole management thereof - (a) The Council shall cause proper books of accounts to be kept by the Association, recording a true account of the financial transactions of the Association, and of all receipts and expenditure, and the assets, credits and liabilities of the Association. (b) The Secretary-Treasurer shall in accordance with these Rules cause the books of account to be maintained completely written up as hereinbefore required, and at the end of each financial year of the Association, shall cause to be prepared a financial report, including statement of income and expenditure and balance sheet for such financial year, which shall be submitted to the auditors of the Association not later than the fourteenth day prior to the Annual Meeting. (c) The Secretary-Treasurer shall receive and examine all accounts against the Association and shall submit them to the next Council meeting after such accounts shall have been received and with such comments and memoranda with regard thereto as he may deem proper. Any account due for payment which in the opinion of the President and the Secretary-Treasurer requires payment prior to the next Council meeting may be paid subject to confirmation of such payment being obtained at the next Council meeting. (d) Cheques shall be signed by such officers as may from time to time be authorised by the Council in that behalf. (e) All cheques, negotiable instruments and moneys belonging to the Association shall forthwith upon receipt thereof be paid to such bankers as shall from time to time be nominated by the Council to the credit of the Association. (f) It shall be the duty of the Secretary-Treasurer to certify as to the correctness of accounts for payment and no statement of receipt and expenditure or balance sheet shall be submitted to any meeting of the Association unless the same shall have first been certified as correct by him. (g) The financial year of the Association shall terminate on 30th June each year. 35 - AUDIT One or more competent Auditors shall be appointed by the Association from time to time at an appropriate Annual General Meeting. Such Auditor or Auditors shall hold office from the time of appointment unless terminated by a resolution passed at an Annual General Meeting of the Association or he or they have died or retired or resigned. Any casual vacancy occurring in the office of Auditor may be filled by resolution of the Council and such appointee shall hold office until the date of the next Annual General Meeting. 36 - SECRETARY-TREASURER (a) The Secretary-Treasurer, in addition to duties specified elsewhere in these Rules shall cause to be kept:- (i) a faithful record of the business transacted at all meetings of the Association, or any Committees thereof; (ii) a Register of Members of the Association and their addresses. (b) He shall cause to be issued:- (i) notices of all resolutions, decisions, amendments in Association Rules, Regulations, Agreements and of all meetings connected with the Association; (ii) all notices and returns required to be given by or on behalf of the Association under any Act of Parliament. (c) He is hereby authorised on behalf of the Association to bring or defend, or cause to be brought or defended, any action, prosecution or complaint in any Court of Law and/or Arbitration touching or concerning any property or any right or claim to property of the Association, and in particular to sue for or institute proceedings in respect of arrears of contributions, subscriptions, fees, levies, fines or any other moneys payable by members to the Association. 37 - INDEMNIFICATION Every member of the Council and every office bearer or any member of the staff of the Association shall be indemnified against and it shall be the Association's duty out of its funds to pay all costs, losses, charges and expenses which any such person may, in good faith, incur or become liable for by reason of any contract entered into or act or deed done by him in good faith in the discharge of his duties in accordance with these Rules and any person entitled to such indemnity shall, on the establishment of his claim therefor, have a lien on the property of the Association for the amount therefor. 38 - THE SEAL The seal of the Association shall be kept in the custody of the Secretary-Treasurer and shall not be affixed to any instrument except by the authority of a resolution of the Council and in the presence of any two Councillors or one Councillor and such member of the salaried staff as the Council may appoint for the purpose and persons so appointed shall sign every instrument to which the seal of the Association is so affixed in their presence. 39 - ALTERATION OF RULES No new rules shall be made nor shall any part of the Constitution or any of the rules herein contained or hereafter to be made, be altered or rescinded unless by majority at a poll or ballot taken at a General Meeting called for that purpose, and of which seven days notice in writing shall have been given to all members containing full particulars of all proposed amendments. 40 - NOTICES A notice may be given by the Association to any Member or Associate either personally or by post to the address supplied by him for the giving of notices to him. Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, pre-paying and posting the letter containing the notice and to have been effected at the time at which the letter would be delivered in the ordinary course of post. 41 - DISSOLUTION OF THE ASSOCIATION For the dissolution of the Association the affirmative vote of two-thirds of the financial members on the list of members shall be requisite, such vote to be taken by poll or ballot at a General Meeting, duly called by circular stating the object of such meeting, or, should the number of members at any time fall below 2, the Association shall then be defunct. 42 - DISPOSAL OF FUNDS If upon winding up or dissolution of the Association there remains, after satisfaction of all its debts and liabilities any property whatsoever the same shall not be paid to or distributed among the members and Associates of the Association but shall be given or transferred to some other institution or institutions having objects similar to the objects of the Association and whose memorandum of association or constitution shall prohibit the distribution of its or their income and property among its or their members such institution or institutions to be determined by the members of the Association at or before the time of the dissolution. 43 - ELECTIONS (a) Appointment of Returning Officer and Scrutineers:- At a meeting of the Council not later than June of each year the Council shall appoint by resolution a Returning Officer, who need not necessarily be a member of the Association, not being the holder of any office or an employee of the Association for the conduct of such elections (including the acceptance or rejections of nominations) as may be held for the election of members of the Council under Rule 25 and Office Bearers under Rule 16 throughout the ensuing year and it shall also at the same time and in the same manner appoint a Scrutineer or Scrutineers not exceeding two to represent the candidates at any such elections. Except during the conduct of an election the Council may by resolution revoke any such appointment and appoint in place thereof another Returning Officer or another Scrutineer or Scrutineers. A Returning Officer and Scrutineers shall not, while holding any such position, be candidates at any such election within the Association and shall hold office until their successors are appointed. Should a Returning Officer or any Scrutineer be such a candidate or unable or unwilling to act as and when required, then some person or persons nominated by the President and willing to act shall be the Returning Officer or Scrutineer as the case may be. (b) Powers of Returning Officers:- (i) In addition to the powers and duties of the Returning Officer he shall take such action and give such directions as are reasonably necessary in order to ensure that no irregularities occur in or in connection with such an election or in order to remedy any procedural defects and no person shall refuse or fail to comply with any such directions or obstruct or hinder a Returning Officer or any other person in the conduct of such an election or in the taking of any such action. (ii) The decision of a Returning Officer shall be final and binding with regard to any matter touching the validity or formality of any nomination or vote or any matter touching or concerning such an election and the conduct thereof. (iii) If an informality should occur in the conduct of such an election and in the opinion of the Returning Officer such informality will affect the result of such an election, then such an election and each and every step taken in connection therewith shall be null and void and another election under these Rules shall be held forthwith. Any person holding an office immediately prior to an election for such office which is null and void, shall remain in office until his successor is elected. (iv) Where another election is to be held under paragraph (b)(iii) of this Rule any times fixed in the Rules for the conduct of such an election whether by reference to a date or not, shall be as from the date upon which such election became necessary or such other date within fourteen days thereof as may be decided by the Returning Officer. (c) Scrutineers:- In any such election each candidate duly nominated shall be entitled to appoint by writing under his signature any member of the Association to act as Scrutineer on his behalf at the election and the candidate may so appoint any member (other than another candidate) in substitution for or in place of such person. All Scrutineers shall so far as is possible having regard to the time of their appointment, in the case of a ballot be entitled to observe the admission and counting of votes and the conduct of and determination of the election by lot and the declaration of the poll. In every case the Scrutineer shall observe any direction given by the Returning Officer and the Returning Officer shall take all reasonable steps by notification or otherwise to enable each Scrutineer to exercise his rights, but no election shall be vitiated by reason of the fact that a Scrutineer does not in fact exercise any or all of such rights if he has had reasonable opportunity so to do. A Scrutineer shall do all things necessary so that the conduct of the election shall conform to the Rules and so that the secrecy of the ballot shall be preserved. (d) Voting:- A voter at any such election shall not mark a ballot paper or any unaddressed envelope containing the same with his name or otherwise disclose his identity thereon or therein. A voter shall indicate his preference on a ballot paper in accordance with the instructions set out on the ballot paper. 44 - ELECTION OF COUNCIL (a) The Councillors shall be elected by preferential postal ballot which shall be conducted by the Returning Officer as provided by these Rules and shall be observed by the Returning Officer, the Scrutineers and the members of the Council respectively. (b) At least six weeks before 7th September in each year the Returning Officer shall forward by post to each member entitled to vote at the election a nomination form for the position of Council member with a notification thereon or therewith of the closing date of nominations, which he shall fix and which shall be not less than 14 days from the date upon which he posts the nomination forms. (c) The aforesaid notification shall also state:- (i) that nominations will not be received by him after the closing date so fixed, but may be corrected within the period of seven days provided herein; (ii) that a nomination will not be valid unless a signed consent of the nominee is received by him before the closing date; and (iii) the address to which the nominations and consents are to be forwarded. (d) If more than one person is nominated who is an officer or employee of any member, the Returning Officer will accept as a candidate for election only the first such person named on the first valid nomination form received by the Returning Officer. Should that person withdraw from being a candidate for election, the Returning Officer, subject to this rule, may accept as a candidate the next such person named on that or a subsequently received valid nomination form. (e) Each member may nominate persons from the member's geographic region for election as Councillors. (ea) All members may participate in their respective geographic area election for a Councillor. (f) The Council shall consist of five persons, inclusive of the Office Bearers, but shall be structured so that each Councillor represents one of the following specific geographic regions: (i) Queensland/Northern Territory (ii) New South Wales/Australian Capital Territory (iii) Victoria/Tasmania (iv) South Australia (v) Western Australia. (g) A nomination shall in every case be in writing, shall be signed by the nominator and shall be assented to in writing signed by the nominee. (h) Nominations and consents shall be forwarded to the Returning Officer so as to reach him not later than 4.00 p.m. on the date fixed by him pursuant to paragraph (b) above. (i) The Returning Officer shall inspect the nominations and consents received and satisfy himself as far as he reasonably can that each of them is in order, provided where he finds a defective nomination, he shall notify the person concerned of the defect and, where it is practicable to do so, give him the opportunity of remedying the defect within such period as is applicable under the Rules, which shall where practicable be not less than seven days after his being so notified. (j) If only the required number of valid nominations is received the Returning Officer shall certify to the President that the said candidates have been elected unopposed. (k) If more than the required number of valid nominations is received for a specific geographic region the Returning Officer shall prepare or cause to be prepared a sufficient number of ballot papers for the members located in that region on which shall appear the names of the candidates in alphabetical order and a direction to the voter to place a number beside each name of a candidate in order of preference, that is beginning with number one being the most preferred and so on in descending order. One ballot paper may contain provision for voting in more than one election, but each ballot shall stand alone. (l) No voter shall vote for a greater or lesser number of candidates than the number to be elected, and any vote contrary to this Rule, or which otherwise fails to observe the direction contained on the ballot paper, shall be deemed informal and will not be counted. (m) The Returning Officer shall within fourteen days after the closing date for nominations forward by post to every member entitled to vote at that election a ballot paper or ballot papers according to the number of elections to which a member is entitled to vote, together with:- (i) an envelope marked "voting paper" suitable to contain the ballot paper or ballot papers of such member and not disclosing otherwise any identification; and (ii) an envelope suitable to contain the foregoing addressed to the Returning Officer at an address arranged by him for the return of the ballot papers as set out in Rule 44(u). The Returning Officer shall cause the return envelope to be "pre-paid" of postage so that no expense is incurred by the voter. (n) If the Returning Officer is satisfied that any such ballot has been destroyed, lost, damaged, or misused and in the case of a damaged or misused ballot paper on receipt thereof, he shall supply to the person to whom the original ballot paper was supplied a substitute ballot paper which he shall have initialled and which shall be marked "substitute ballot paper". (o) The Returning Officer shall advise all voters of the closing date for the receipt of returned ballot papers which he shall fix and which shall not be less than 14 days from the date he posts such ballot paper. (p) The Returning Officer shall arrange for the use of a post office box or other receptacle to which nominations and ballot papers may be returned to him and arrange for the same not to be opened by any other person. (q) The Returning Officer shall after the closing date for the receipt of returned ballot papers collect the same from such box or receptacle and after opening the same mix the ballot papers so that separate identification becomes impossible. (r) The Returning Officer shall count the votes indicated upon the ballot papers which are properly marked. (s) As between candidates receiving any equal number of votes in any case which it is necessary to determine which of such candidates shall be elected, the Returning Officer shall determine which candidate or candidates shall be elected by lot and thereupon shall certify such candidate or candidates to have been elected. (t) At the conclusion of the count the Returning Officer shall certify to the President the result of such ballot. (u) On 7th September, or the nearest working day thereto, the Returning Officer shall declare the result of the ballot as aforesaid or in the case where he has certified that the candidates have been elected unopposed, declare them elected. Thereupon the candidates so declared to have been elected shall assume office in place of the retiring members of the council at the Annual General Meeting. RULE 45 - ELECTION OF OFFICE BEARERS (a) After the election of the Council and not later than 15th September each year the Returning Officer shall, by notice in writing given to each member of the Council, call for nominations for the offices of President, Vice-President and Secretary-Treasurer. (b) Each nominee shall be a member of the Council elected for the ensuing year and the nomination shall in every case be in writing, shall be signed by the nominator and shall be assented to in writing and signed by the nominee. (c) Nominations and consents shall be forwarded to the Returning Officer so as to reach him not later than 4.00 pm on the date fixed by him pursuant to paragraph (a) above. (d) The Returning Officer shall inspect the nominations and consents received and satisfy himself as far as he reasonably can that each of them is in order, provided that where he finds a defective nomination, the Returning Officer will notify the person concerned of the defect and, where it is practicable to do so, give him the opportunity of remedying the defect within such period as is applicable under the Rules, which shall where practicable be not less than seven days after him being so notified. (e) If more than the required number of valid nominations is received for a position, the Returning Officer shall prepare or cause to be prepared a sufficient number of ballot papers for the election of Council members on which shall appear the names of the candidates in alphabetical order and a direction to the voter to place a number beside each name of a candidate in order of preference, that is beginning with number one being the most preferred and so on in descending order. (f) One ballot paper may contain provision for voting in more than one election, but each ballot shall stand alone. (g) No voter shall vote for a greater or lesser number of candidates than the number to be elected, and any vote contrary to this Rule or which otherwise fails to observe the direction contained on the ballot paper, shall be deemed informal and will not be counted. (h) The Returning Officer shall within fourteen days after the closing date for nominations forward by post to every Councillor entitled to vote at that election a ballot paper or ballot papers, according to the number of elections in which a member is entitled to vote, together with:- (i) an envelope marked "voting paper" suitable to contain the ballot paper or ballot papers of such member and not disclosing otherwise any identification; and (ii) an envelope suitable to contain the foregoing addressed to the Returning Officer at an address arranged by him for the return of the ballot papers as set out in Rule 45(k). The Returning Officer shall cause the return envelope to be "pre-paid" of postage so that no expense is incurred by the voter. (i) If the Returning Officer is satisfied that any such ballot paper has been destroyed, lost, damaged, or misused and in the case of a damaged or misused ballot paper on receipt thereof, he shall supply to the person to whom the original ballot paper was supplied a substitute ballot paper which he shall have initialled and which shall be marked "substitute ballot paper". (j) The Returning Officer shall advise all voters of the closing date for the receipt of returned ballot papers which he shall fix and which shall not be less than 14 days from the date he posts such ballot papers. (k) The Returning Officer shall arrange for the use of a post office box or other receptacle to which nominations and ballot papers may be returned to him and arrange for the same not to be opened by any other person. (l) The Returning Officer shall after the closing date for receipt of returned ballot papers collect the same from such box or receptacle and after opening the same mix the ballot papers so that separate identification becomes impossible. (m) The Returning Officer shall count the votes indicated upon the ballot papers which are properly marked. (n) As between candidates receiving an equal number of votes in any case in which it is necessary to determine which of such candidates shall be elected, the Returning Officer shall determine which candidate or candidates to have been elected. (o) At the conclusion of the count the Returning Officer shall certify to the President the result of such ballot. (p) The Returning Officer shall declare the result of the ballot as aforesaid or in the case where he has certified that the candidates have been elected unopposed, declare them elected. Thereupon the candidates so declared to have been elected shall assume office in place of the retiring Office Bearers. RULE 46 - LOANS GRANTS AND DONATIONS A loan, grant or donation of an amount exceeding $1,000.00 shall not be made unless the Council: (a) has satisfied itself; (i) that the making of the loan, grant or donation would be in accordance with Rule 3 - Objects, Rule 27 - Powers of the Council and Rule 34 - Association Accounts. (ii) in relation to a loan - that in the circumstances, the security proposed to be given for the repayment of the loan is adequate and the proposed arrangements for the repayment of the loan are satisfactory; and (b) has approved the making of the loan, grant or donation. Printed by authority of the Commonwealth Government Printer <Price code A>