CONSTITUTION AND RULES
As amended at
the SGM held on 21st September 2000
last revision 31 August 1995
CONTENTS
CONSTITUTION of DIVE QUEENSLAND
INCORPORATED
The Queensland Dive Tourism Association
The name of the incorporated Association
shall be "DIVE Queensland Inc." (in these
rules called "the Association")
OBJECTS
The objects for which the Association is
established are:
A. Promote and advance the interests Dive
Tourism in Queensland.
B. To establish, publish and maintain a set
of uniform safety standards and code of
ethics to be practiced and observed by
members of the Association.
C. Take concerted action as one body in any
manner affecting the interests of members
and, without limiting the application of
this clause, to appear and/or prepare
submissions to, or for presentation before
any body, tribunal, department or
government.
D. Establish, implement and maintain, so far
as the law allows, reputable standards in
the Dive Tourism Industry as a means of
fostering goodwill between members, and to
improve the standing of the industry in the
public interest.
E. Foster the development of the Tourist
Industry in Queensland and particularly in
relation to the Dive Tourism Industry.
F. Improve the quality, safety and
availability of amenities for the provision
of dive tourism services to the public.
G. Co-operate, affiliate or act in concert
with any association, company or person
where such co-operation, affiliation or
action will, or is calculated to, assist in,
or facilitate, the fulfillment of the object
a of the Association.
H. Do all such things that are incidental or
conducive to the attainment of the objects
of the Association provided that any action
taken by the Association does not contravene
legislation whether State or Federal.
POWERS
A. To take over the funds and other assets
and the liabilities of the present
unincorporated association known as the
"Queensland Dive Tourism Association of
Australia".
B. To subscribe to, become a member of, and
co-operate with any other association, club
or organisation, whether incorporated or
not, whose objects are altogether or in part
similar to those of the Association provided
that the Association shall not subscribe to
or support with its funds any club,
association or organisation which does not
prohibit the distribution of its income and
property among its members to an extend a
least as great as that imposed on the
Association under or by virtue of rule 27
(I).
C. In furtherance of the objects of the
Association to buy sell and deal in all
kinds of articles, commodities and
provisions, both liquid and solid, for the
members of the Association or persons
frequenting the Association's premises.
D. To purchase, take on lease or in
exchange, hire and otherwise acquire any
lands, building, easements or property, real
and personal, and any rights or privileges
which may be requisite for the purposes of,
or capable of being conveniently used in
connection with any of the objects of the
Association: Provided that in case the
Association shall take or hold any property
which may be subject to any trusts the
Association shall only deal with the same in
such manner as is allowed by law having
regard to such trusts.
E. To enter into any arrangements with any
Government or Authority that are incidental
or conducive to the attainment of the
objects and the exercise of the powers of
the Association; to obtain from any such
Government or Authority any rights,
privileges and concessions which the
Association may think it desirable to
obtain; and to carry out, exercise and
comply with any such arrangements, rights,
privileges and concessions.
F. To appoint, employ, remove or suspend
such managers, clerks, secretaries,
servants, workmen and other persons as may
be necessary or convenient for the purposes
of the Association.
G. To remunerate any person or body
corporate for services rendered, or to be
rendered, and whether by way of brokerage or
otherwise in placing or assisting to place
or guaranteeing the placing of any unsecured
notes, debentures or other securities of the
Incorporated association, or in or about the
incorporated association or promoter of the
incorporated Association or in the
furtherance of its objects.
H. To construct, improve, maintain, develop,
work, manage, carry out, alter or control
any houses, buildings, grounds, works or
conveniences, which may seem calculated
directly or indirectly to advance the
Associations interests and to contribute to,
subsidise or otherwise assist and take part
in the construction, improvement,
maintenance, development, working,
managements, carrying out alteration or
control thereof.
I. To invest and deal with the money of the
Association not immediately required in such
manner as may from time to time be thought
fit.
J. To take, or otherwise acquire, and hold
shares, debentures or other securities of
any company or body corporate.
K. In furtherance of the objects of the
Association to lend and advance money or
give credit to any person or body corporate;
to guarantee and give guarantees or
indemnities for the payment of money or the
performance of contracts or obligations by
any person or body corporate, and other wise
to assist any person or body corporate.
L. To borrow or raise money either alone or
jointly with any other person or legal
entity in such manner as may be thought
proper and whether upon fluctuating advance
account or overdraft or otherwise to
represent or secure any moneys and further
advances borrowed or to be borrowed alone or
with others as aforesaid by notes secured or
unsecured, debentures or debenture stock
perpetual or otherwise. or by mortgage,
charge, lien or other security upon the w
hole or any part of the incorporated
associations property or assets present or
future and to purchase, redeem or pay-off
any such securities.
M. To draw, make, accept, endorse, discount,
execute and issue promissory notes, bills of
exchange, bills of lading and other
negotiable or transferable instruments.
N. In furtherance of the objects of the
Association to sell, improve, manage,
develop, exchange, lease, dispose of, turn
to account or otherwise deal with all or any
part of the property and rights of the
Association.
0. To take or hold mortgages, liens or
charges, to secure payment of the purchase
price or any unpaid balance of the purchase
price, of any part of the Associations
property of whatsoever kind sold by the
Association, or any money due to the
Association from the purchasers and others.
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
Association but subject always to the
proviso in sub-rule (D).
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 Association, in the
shape of donations, annual subscriptions or
otherwise.
R. To print and publish any newspapers,
periodicals, books of leaflets that the
Association may think desirable for t he
promotion of its objects.
S. In furtherance of the objects of the
Association to amalgamate with any one or
more incorporated associations having
objects similar to those of the Association
and which shall prohibit the distribution of
its or their income and property among its
or their members to an extend at least as
great as that Imposed upon the Association
and which is a fund, authority or
institution referred to in section 23 of the
Income Tax Assessment Act, 1936 (as amended)
T. In furtherance of the objects of the
Association 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
incorporated associations with which the
Association is authorised to amalgamate.
U. In furtherance of the objects of the
Association to transfer all or any part of
the property, assets, liabilities and
engagements of the Association to any one or
more of the incorporated associations with
which the Association is authorised to
amalgamate.
V. To make donations for patriotic,
charitable or community purposes.
W. To transact any lawful business in aid of
the Commonwealth of Australia in the
prosecution of any war in which the
Commonwealth of Australia Is engaged.
X. To do all such other things as are
incidental or conducive to the attainment of
the objects and the exercise of the powers
of the Association.
CLASSES OF MEMBERS
The membership of the Association shall
consist of Full members, Ordinary members,
Country members, Life members and Associate
members. The numbers of members in each
class shall be unlimited
A. ORDINARY MEMBERSHIP
Any individual, firm or company actually
operating or marketing dive or dive tourism
operations in Queensland and has a
registered office in that State, may make
application to become an Ordinary member of
the Association.
B. ASSOCIATE MEMBERSHIP
i) Any person, firm, company or organisation
which is not actually involved in dive and
dive tour operations, but is a manufacturer
or supplier of requirements, or services to,
or is associated with, the industry and has
a registered office in Queensland, may apply
to be an Associate member.
ii) Associate members shall not move or vote
on any motion but may, with the approval of
the Chair, speak on any subject before the
Chair.
iii) An Associate member may service on the
Management Committee.
C. COUNTRY MEMBERSHIP.
i) Any individual firm or company involved
in the diving industry in any State or
Territory of Australia other than the State
of Queensland may make application t o
become a country member of the Association.
ii) Country members shall not move or vote
on any motion but may, with the approval of
the Chair, speak on any subject before the
Chair.
iii) Country members shall not be eligible
to service on the Management Committee.
D. LIFE MEMBERSHIP.
The Management Committee of the Association
may from time to time award life membership
of the Association to individuals, firms or
companies who have offered, in the opinion
of the Committee, meritorious service to the
Association provided that such
representatives
i) Shall not be liable for the payment of
subscriptions or levies.
ii) Shall only be eligible to vote and
receive the Association mailings if
financial.
ii) Shall enjoy all other rights and
privileges as Ordinary members of the
Association.
MEMBERSHIP FEES
A. The membership fees for each class of
membership shall be such sum, as the
Management Committee shall from time to time
so determine.
B. The membership fees for each class of
membership shall be payable at such time and
in such manner as the Management Committee
shall from time to time determine.
C. The Association in General Meeting shall
have the power from time to time to impose
levies upon all members equally:
i) In the event of the current revenue of
the Association being insufficient to meet
expenses in any year:
ii) For such other purposes that may be
authorised by a General Meeting; and
iii) Provided that no member in any year
shall be required to pay levies which in
total exceed the amount of his annual
membership fees.
ADMISSION AND REJECTION OF MEMBERS
A. Every applicant for any class of
membership of the Association shall be
proposed by one member of the Association
and seconded by another member. The
application for membership shall be made in
writing, signed by the applicant and his
proposer and seconder and shall be in such
form as the Management Committee from time
to time prescribes.
B. At the next meeting of the Management
Committee after the receipt of any
application and the fee applicable for any
class of membership, such application shall
be considered by the Management Committee,
who shall thereupon deter mine upon the
admission or rejection of the applicant.
C. Any applicant who receives a majority of
the votes of the members of the management
committee present at the meeting at which
such application is being considered shall
be accepted as a member to the class of
membership applied for.
D. Upon the acceptance or rejection of an
application for any class of membership the
Secretary shall forthwith give the applicant
notice in writing of such acceptance or
rejection.
TERMINATION OF MEMBERSHIP
A. A member may resign from the Association
at any time by giving notice in writing to
the Secretary. Such resignation shall take
effect at the time such notice is received
by the Secretary unless a later date is
specified in the notice then it shall take
effect on that later date.
B. If a member:
i) is convicted of an indictable offence, or
ii) fails to comply with any of the
provisions of these Rules, or
iii) has membership fees in arrears for a
period of two months or more, or
iv) conducts himself In a manner considered
to be injurious or prejudicial to the
character or interests of the Association,
or
v) fails to comply with the uniform safety
standards and or code of ethics as
maintained and published by t he
Association, or
vi) has ceased to be eligible to be a member
of the Association, or
vii) has become bankrupt, or insolvent or
has entered into a scheme of arrangement or
has gone into liquidation.
Then, the Management Committee shall
consider whether his membership shall be
terminated.
C. The member concerned shall be given a
full and fair opportunity of presenting his
case and if the Management Committee
resolves to terminate his membership it
shall instruct the Secretary to advise the
member in writing accordingly.
APPEAL AGAINST REJECTION OR TERMINATION OF
MEMBERSHIP
A. A person, firm or company whose
application for membership has been rejected
or whose membership has been terminated may
within one month of receiving written
notification thereof, lodge with the
Secretary written notice of his intention to
appeal against the decision of the
management committee.
B. Upon receipt of a notification of
intention to appeal against rejection or
termination of membership the Secretary
shall convene, within three months of the
date of receipt by him of such notice, a
General Meeting to determine the appeal. At
any such meeting the applicant shall be
given the opportunity to fully present his
case and the Management Committee or those
members thereof who rejected the application
for membership or terminated the membership
subsequently shall likewise have the
opportunity of presenting its or their case.
The appeal shall be determined by the vote
of the members present at such meeting.
C. Where a person, firm or company whose
application is rejected, does not appeal
against the decision of the Management
Committee within the time prescribed by
these Rules or so appeals but the appeal is
unsuccessful, the Secretary shall forthwith
refund the amount of any fee paid.
REGISTRATION OF MEMBERS
A. The Management Committee shall cause a
Register to be kept in which shall be
entered the names and residential/business
addresses of all a person, firm or companies
admitted to membership of the Association
and the dates of their admission.
B. Particulars shall also be entered into
the Register of deaths, resignation,
terminations and reinstatement's of
membership and any further particulars as
the Management Committee or the members at
any General Meeting may require from time to
time.
C. The Register shall be open for inspection
at all reasonable times by any member who
previously applies to the Secretary for such
inspection.
MEMBERSHIP OF THE MANAGEMENT COMMITTEE
A. The Management Committee of the
Association shall consist of a President,
Vice- President, Secretary/Treasurer and
seven other members (all of whom shall be
financial ordinary or associate members of
the Association), elected at the relevant
General Meeting and shall hold office for a
period of two years,
The members including office bearers shall
be from the geographic areas defined below:
i) 1 ordinary member from South East
Queensland (Coolangatta to Rockhampton
inclusive).
ii) 1 ordinary member from the Whitsunday
Region (North of Rockhampton to South of
Bowen inclusive).
iii) 1 ordinary member from Townsville
(Bowen to Ingham inclusive).
iv) 3 ordinary members from the Cairns area
(North of Ingham to Cape York inclusive).
v) 1 associate member from any area.
vi) 3 additional ordinary members from any
area.
vii) If insufficient members from any region
are nominated, nominations will be accepted
from any area.
B. i) At each Annual General Meeting, 50% of
members of the Management Committee shall
stand down, but be eligible upon nomination
for re-election.
ii) In the event that a casual vacancy on
the Management Committee occurs in the first
year of a committee members term, the member
appointed to fill the vacant position shall
also stand down at the next Annual General
Meeting but shall be eligible upon
nomination for re-election for the remainder
of that term (1 year)
C. At subsequent meetings the alternate 50%
of the Management Committee will retire from
office but shall be eligible upon nomination
for re-election.
D. The election of members of the Management
Committee shall take place in the following
manner:
i) Any two members of the Association shall
be at liberty to nominate any other member
to serve as a member of the Management
Committee.
ii) The nomination which shall be in writing
and signed by the member and his proposer
and seconder, shall be lodged with the
Secretary at least fourteen (14) days before
the Annual General Meeting at which the
election is to take place.
iii) A list of the candidate's names in
alphabetical order, with the proposers and
seconders names shall be posted in a
conspicuous place in the office or usual
place of meeting of the Association for at
least seven days immediately preceding the
annual general meeting.
iv) Balloting lists shall be prepared (if
necessary) containing the names of the
candidates in alphabetical order, and each
member present at the annual general meeting
shall be entitled to vote for any number of
such candidates not exceeding the number of
vacancies.
v) Should, at the commencement of such
meeting, there be an insufficient number of
candidates nominated, nominations may be
taken from the floor of the meeting.
vi) The positions of President, Vice
President, Secretary/Treasurer will be
filled at the Annual General Meeting.
Nominations must be received by the
Secretary 14 days prior to the date of the
AGM. If more than 1 nomination is received
for any position a ballot will take place
for each of these positions. If no
nominations are received by the Secretary in
due time, nominations will be taken from the
meeting. The successful candidate will
receive a majority of votes of those
present.
TERMINATION AND/OR RESIGNATION FROM THE
MANAGEMENT COMMITTEE
A. Any member of the Management Committee
may resign from membership of the Management
committee at any time by giving notice in
writing to the Secretary but such
resignation shall take effect at the time
such notice is received by the Secretary
unless a later date is specified in the
notice when it shall take effect on that
later date or such member may be removed
from office at a General Meeting of the
Association where that member shall be given
the opportunity to fully present his case.
The question of removal shall be determined
by the vote of the members present at such a
General Meeting.
B. A member may, at the discretion of the
remaining members of the Management
Committee, be dismissed from the Management
Committee if that member fails to attend any
three Management Committee meetings during
their term of office.
VACANCIES ON MANAGEMENT COMMITTEE
A. The Management Committee shall have power
at any time to appoint any member of the
Association to fill any casual vacancy on
the Management Committee until the next
Annual General Meeting.
B. The continuing members of the Management
Committee may act notwithstanding any casual
vacancy in the Management committee, but if
and so long as their number is reduced be
low the number fixed by or pursuant to these
Rules as the necessary quorum of the
Management Committee, the continuing member
or members may act for the purpose of
increasing the number of members of the
Management Committee to that number or of
summoning a general meeting of the
Association, but for no other purpose.
FUNCTIONS OF THE MANAGEMENT COMMITTEE
A. Except as otherwise provided by these
Rules and subject to resolutions of the
members of the Association carried at any
General Meeting the Management Committee:
i) shall have the general control and
management of the administration of the
affairs, property and funds of the
Association, and
ii) shall have authority to interpret the
meaning of the se Rules and any matter
relating to the Association on which these
Rules are silent.
B. The Management Committee may exercise all
the powers of the Association:
i) to borrow or raise or secure the payment
of money in such manner as the members of
the Association may think fit and secure the
same or the payment or performance of any
debt, liability, contract, guarantee or
other engagement incurred or to be entered
into by the Association in any way and in
particular by the issue of debentures,
perpetual or otherwise charged upon all or
any of the Associations property, both
present and future, and to purchase, redeem
or pay off any such securities.
ii) to borrow money from members at a rate
of interest not exceeding interest at the
rate for the time being charged by bankers
in Brisbane for overdrawn accounts on money
lent, whether the term of the loan be short
or long, and to mortgage or charge its
property or any part thereof and to issue
debentures and other securities, whether
outright or as security for an y debt,
liability or obligation of the Association,
and to provide and pay off any such
securities.
iii) to invest in such manner as the members
of the Association may from time to time
determine.
MEETINGS OF THE MANAGEMENT COMMITTEE
A. The Management Committee shall meet at
least once every three calendar months to
exercise its functions. Meetings of the
Management Committee will be held in areas
and venues as decided by the Management
Committee.
B. A Special Meeting of the Management
Committee shall be convened by the Secretary
on the requisition in writing signed by not
less than one-third of the members of the
Management Committee, which requisition
shall clearly state the reasons why such
special meeting is being convened and the
nature of the business to be transacted
thereat.
C. At every meeting of the Management
Committee a simple majority of a number
equal to the number of members elected
and/or appointed to the Management Committee
as at the close of the last General Meeting
of the members, shall constitute a quorum.
D. Subject as previously provided in this
rule, the Management Committee may meet
together and regulate its proceedings as it
thinks fit. Provided that questions arising
at any meeting of the Management Committee
shall be decided by a majority of votes, and
in the case of equaling of votes, the
question shall be deemed to be decided in
the negative.
E. A member of the Management Committee
shall not vote in respect of any contract or
proposed contract with the Association in
which he is interested, or any matter
arising thereof, and if he does so vote, his
vote shall not be counted.
F. Not less than fourteen days notice shall
be given by the Secretary to members of the
Management Committee of any special meeting
of the Management Committee. Such notice
shall clearly state the nature of the
business to be discussed thereat.
G. The President shall preside as Chairman
at every meeting of the Management
Committee, or if there is no President, or
if at any meeting he is not present within
ten minutes after the time appointed for
holding the meeting, the Vice-President
shall be Chairman or if the Vice-President
is not present at the meeting then the
members may choose one of their number to be
Chairman of the meeting.
H. If within half an hour from the time
appointed for the commencement of a
Management Committee meeting a quorum is not
present, the meeting, if convened upon the
requisition of members of the Management
Committee, shall lapse. In any other case it
shall stand adjourned to the same day in the
next week at the same time and place. or to
such other day and at such other time and
place as the Management Committee may
determine, and if at the adjourned meeting a
quorum is not present within half an hour
from the time appointed for the meeting, the
meeting shall lapse.
A. The Management Committee may delegate any
of its powers to a sub-committee consisting
of such members of the Association as the
Management Committee thinks fit. Any
sub-committee so formed shall in the
exercise of the powers so delegated conform
to any regulations that may be imposed on it
by the Management Committee.
B. A sub-committee may elect a Chairman of
its meetings. If no such Chairman is
elected, or if at any meeting the Ch airman
is not present within ten minutes after the
time appointed for holding the meeting, the
members present may choose one of their
number to be Chairman of the meeting
C. A sub -committee may meet and adjourn as
it thinks proper. Questions arising at any
meeting shall be determined by a majority of
votes of the members present and, in the
case of an equality of votes, the question
shall be deemed to be decided in the
negative.
All acts done by any meeting of the
Management Committee or of a sub- committee
or by any person acting as a member of the
Management Committee shall, notwithstanding
that it is afterwards discovered that there
was some defect in the appointment of any
such member of the Management Committee or
person acting as aforesaid, or that the
members of the Management Committee or any
of them were disqualified, be as valid as if
every such person had been duly appointed
and was qualified to b e a member of the
Management Committee.
A resolution in writing signed by all the
members of the Management Committee for the
time being entitled to receive notice of a
meeting of the Management Committee shall be
as valid and effectual as if it had been
passed at a meeting of the Management
Committee duly convened and held. Any such
resolution may consist of several documents
in like form, each signed by one or more
members of the Management Committee.
ANNUAL GENERAL OR GENERAL MEETINGS
The first General Meeting shall be held at
such time, not being less than one month nor
more than three months after the
incorporation of the Association and at such
place as the Management Committee may
determine.
A. The Annual General Meeting shall be held
within three months of the close of the
financial year or within one month of
receiving the Auditors report.
B. The business to be transacted at every
annual general meeting shall be:
i) the receiving of the Management
Committees report and the statement of
income and expenditure, assets an d
liabilities and mortgages, charges and
securities affecting the property of the
Association for the preceding financial
year,
ii) the receiving of the auditors report
upon the books and accounts for the
preceding financial year,
iii) the election of members of the
Management Committee; and
iv) the appointment of an auditor.
The Secretary shall convene a Special
General Meeting:
A. when directed to do so by the Management
Committee; or
B. on the requisition in writing signed by
not less than one-third of the members
presently on the Management Committee or not
less than the number of ordinary members of
the Association which equals double the
number of members presently on the
Management Committee plus one. Such
requisition shall clearly state the reasons
why such special general meeting is being
convened and the nature of the business to
be transacted thereat; or
C. on being given a notice in writing of an
intention to appeal against the decision of
the Management Committee to reject an
application for membership or to terminate
the membership of any a person, firm or
company.
A. At any General Meeting the number of
members required to constitute a quorum
shall be double the number of members on the
Management Committee plus one. Proxy votes
may be used to constitute a quorum.
B. No business shall be transacted at any
General Meeting un less a quorum of members
is present at the time when the meeting
proceeds to business. For the purposes of
this rule "member" includes a person, firm
or company attending as a proxy or as
representing a corporation, which is a
member.
C. If within half an hour from the time
appointed for the commencement of a General
Meeting a quorum is not present, the
meeting, if convened upon the requisition of
members of the Management Committee or the
Association, shall lap se. In any other case
it shall stand adjourned to the same day in
the next week at the same time and place, or
to such other day and at such other time and
place as the Management Committee may
determine, and if at the adjourned meeting a
quorum is not present within half an hour
from the time appointed for the meeting. The
members present shall be a quorum.
D. The Chairman may with the consent of any
meeting at which a quorum is present and
shall if so directed by the meeting),
adjourn the meeting from to time and from
place to place, but no business shall be
transacted at an adjourned meeting other
than the business left unfinished at the
meeting from which the adjournment took
place. When a meeting is adjourned for
thirty days or more, notice of the adjourned
meeting shall be given as in the case of an
original meeting. Save as aforesaid, it
shall not be necessary to give any notice of
an adjournment or of the business to be
transacted at an adjourned meeting.
A. The Secretary shall convene all General
Meetings of the Association by giving not
less than 14 days notice of any such meeting
to the members of the Association.
B. The manner by which such notice shall be
given shall be determined by the Management
Committee: Provided that notice of any
meeting convened for the purpose of hearing
and determining the appeal of a member
against the rejection or termination of his
membership by the Management Committee,
shall be given in writing. Notice of a
general meeting shall clearly state the
nature of the business to be discussed
thereat.
Unless otherwise provided by these Rules, at
every General Meeting:
A. The President shall preside as Chairman,
or if there is no President, or if he is not
present within fifteen minutes after the
time appointed for the holding of the
meeting or is unwilling to act, the
vice-President shall be the Chairman or if
the Vice-President is not present or is
unwilling to act then the members present
shall elect one of their number to be
Chairman of the meeting.
B. The Chairman shall maintain order and
conduct the meeting in a proper and orderly
manner.
C. Every question, matter or resolution
shall be decided by a majority of votes of
the members present.
D. Every member present shall be entitled to
one vote and in the case of an equality of
votes the Chairman shall have a second or
casting vote: Provided that no member shall
be entitled to vote at any General Meeting
if his annual subscription is more than one
month in arrears at the date of the meeting.
E. Voting shall be by show of hands or a
division of members, unless not less than
one-fifth of the members present demand a
ballot, in which event there shall be a
secret ballot. The Chairman shall appoint
two members to conduct the secret ballot in
such manner as he shall determine and the
result of the ballot as declared by the
Chairman shall be deemed to be the
resolution of the meeting at which the
ballot was demanded.
F. A member may vote in person or by proxy
or by attorney and on a show of hands every
person present who is a member or a
representative of a member shall have one
vote and in a secret ballot every member
present in person or by proxy or by attorney
or other duly authorised representative
shall have one vote.
G. The instrument appointing a proxy shall
be in writing, in the common or usual form
under the hand of the appointer or of his
attorney duly authorised in writing or, if
the appointer is a corporation, either under
seal or under the hand of an officer or
attorney duly authorised. A proxy may but
need not be a member of the Association. The
instrument appointing a proxy shall be
deemed to confer authority to demand or join
in demanding a secret ballot.
H. Where it is desired to afford members an
opportunity of voting for or against a
resolution the instrument appointing a proxy
shall be in the following form or a form as
near thereto as circumstances permit:
DIVE Queensland Inc.
I, of being a member of the above named
Association, hereby appoint of as my proxy
to vote for me on my behalf at the (Annual)
General Meeting of the Association, to be
held on the day of 200 , and at any
adjournment thereof.
Signed this day of , 200 .
Signature
This form is to be used against/in favour of
the resolution. (Strike out whichever is not
desired.)
Note: Unless otherwise instructed, the proxy
may vote as he/she thinks fit.
I. The instrument appointing a proxy shall
be deposited with the Secretary prior to the
commencement of any meeting or adjourned
meeting at which the person named in the
instrument proposes to vote, and
J. The Secretary shall cause full and
accurate minutes of all questions matters,
resolutions and other proceedings of every
Management Committee meeting and general
meeting to be entered in a book to be open
for inspection at all reasonable times by
any financial member who previously applies
to the Secretary for that inspection. For
the purposes of ensuring the accuracy of the
recording of such minutes, the minutes of
every Management Committee meeting shall be
signed by the Chairman of that meeting or
the Chairman of the next succeeding
Management Committee meeting verifying their
accuracy. Similarly the minutes of every
general meeting shall be signed by the
Chairman of that meeting or the Chairman of
the next succeeding general meeting.
Provided that the minutes of any Annual
General Meeting shall be signed by the
Chairman of that meeting or the Chairman of
the next succeeding General Meeting or
Annual General Meeting.
BY-LAWS
The Management Committee may from time to
time make, amend or repeal by-laws, not
inconsistent with these Rules, for the
internal management of the Association and
any by-laws may be set aside by a General
Meeting of members.
ALTERATION OF RULES
Subject to the provisions of the
Associations Incorporation Act 1981 - 1988
these Rules may be amended, rescinded or
added to from time to time by a special
resolution carried at any general meeting:
Provided that no such amendment, rescission
or addition shall be valid unless the same
shall have been previously submitted to and
approved by the Under Secretary, Department
of Justice, Brisbane.
COMMON SEAL
The Management Committee shall provide for a
Common Seal and for its safe custody. The
Common Seal shall only be used by the
authority of the Management Committee and
every instrument to which the seal is
affixed shall be signed by a member of the
Management Committee and shall be
countersigned by the Secretary or by a
second member of the Management Committee or
by some other person appointed by the
Management Committee for the purpose.
FUNDS AND ACCOUNTS
A. The funds of the Association shall be
deposited in the name of the Association in
such bank or Permanent Building Society as
the Management Committee may from time to
time direct.
B. Proper books and accounts shall be kept
and maintained either in written or printed
form in the English language showing
correctly the financial affairs of the
Association and the particulars usually
shown in books of a like nature.
C. All monies shall be deposited as soon as
practicable after receipt thereof.
D. Cheques shall be crossed "not negotiable"
except those in payment of wages, allowances
or petty cash recoupments which may be open.
E. The Management Committee shall determine
the amount of petty cash, which shall be
kept on the imprest system.
F. All expenditure shall be approved or
ratified at a Management Committee meeting.
G. As soon as practicable after the end of
each financial year the Treasurer shall
cause to be prepared a statement containing
particulars of:
i) the income and expenditure for the
financial year just ended. and
ii) the assets and liabilities and of all
mortgages, charges and securities affecting
the property of the Association at the close
of that year.
H. All such statements shall be examined by
the auditor who shall present his report
upon such audit to the secretary prior to
the holding of the annual general meeting
next following the financial year in respect
of which such audit was made.
I. The Income and property of the
Association whencesoever derived shall be
used and applied solely in promotion of its
objects and in the exercise of its powers as
set out herein and no portion thereof shall
be distributed, paid or transferred directly
or indirectly by way of dividend, bonus or
otherwise by way of profit to or amongst the
members of the Association provided that
nothing herein contained shall prevent the
payment in good faith of interest to any
such member in respect of moneys advanced by
him to the Association or otherwise owing by
the Association to him, or of remuneration
to any officers or servants of the
Association or to any member of the
Association or other person, in return for
any services actually rendered to the
Association, provided further that nothing
herein contained shall be construed so as to
prevent the payment or repayment to any
member of out of pocket expenses, money
lent, reasonable and proper charges for
goods hired by the Association or reasonable
and proper rent for premises demised or let
to the Association.
DOCUMENTS
The Management Committee shall provide for
the safe custody of books, documents,
Instruments of title and securities of the
Association.
FINANCIAL YEAR
The financial year of the Association shall
close on 30th June in each year.
DISTRIBUTION OF SURPLUS ASSETS
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 pa id to or distributed
amongst the members of the Association but
shall be given or transferred to some other
Association having objects similar to those
of this Association and which shall prohibit
the distribution of its of their income and
property amongst its or their members, and
which is a fund, authority or institution
approved by the Commissioner of Taxation as
a fund, authority or institution referred to
in section 23 of the Income Tax Assessment
Act, 1936 ( as amended)
CODE OF ETHICS
A. Members will be bound by the Queensland
Government Workplace Health and Safety Act
1985 as amended from time to time. This
includes particularly any compliance or
advisory standards introduced under the Act.
B. Members will observe all conditions of
permits issued by the Great Barrier Reef
Marine Park Authority.
C. Members will pay a minimum of the current
Recreational Dive Industry Award wage in
each category of employment and will observe
all award conditions.
D. Members will at all times adhere to the
DIVE Queensland Code of Ethics
