17. A member of the Association who has paid all moneys due and payable by him to the Association may resign his membership by a notice in writing to the Secretary and he shall cease to be a member after one month from the receipt of that notice. The Secretary shall enter in the register of members the date on which membership ceased.

18. Subject to these rules, the Board of Directors may, if it is of the opinion that a member has refused or neglected to comply with these rules or has been guilty of conduct unbecoming to a member or prejudicial to the interests of the Association, resolve to expel a member from the Association, suspend a member from membership of the Association for a specified period, or fine a member in accordance with the Regulations. Such a resolution shall not come into effect until it is confirmed by either a meeting of the Board of Directors to be held as provided for in Rules 19 and 20 or, if an appeal is made to a general meeting of the Association, until confirmed by a general meeting convened in accordance with Rules 21 and 22.

19. The Secretary shall as soon as practicable thereafter cause a notice in writing to be served on the member setting out the resolution of the Board of Directors and the grounds on which it is based. The notice shall state that the member may appeal to the Board of Directors at a meeting to be held not earlier than 14 days and not later than 28 days after service of the notice and shall set out the date, place and time of that meeting. The notice shall also state that the member may attend the meeting or give in writing reasons as to why the resolution should be revoked or varied.

20. If the member exercises this right of appeal, the Board of Directors shall meet as specified in Rule 19 and shall consider any written submission by the member and shall give the member an opportunity to be heard. The Board shall then resolve to confirm, vary or revoke the resolution.

21. The member may, not later than 24 hours before the date of the meeting specified in the notice, lodge with the Secretary a notice that the member wishes to appeal against the resolution to the Association in general meeting. The Secretary shall then notify the Board of Directors and the Board shall convene a general meeting of the Association to be held within 21 days after the date the Secretary received the notice of appeal.

22. At a general meeting of the Associaton convened under Rule 21 no business other than the question of the appeal shall be transacted. The Board of Directors may place before the meeting details of the grounds for the resolution and the reasons for passing it. The member appealing shall be given an opportunity to be heard and the members present shall vote by secret ballot on the question of whether the resolution should be confirmed or revoked. Seventy five percentum of the members voting in person or by proxy in favour of the confirmation of the resolution will confirm the resolution, otherwise the resolution is revoked.

24. The Association shall in each calendar year hold an annual general meeting of its members.

25. The annual general meeting shall be held on such day and at such place as the Board of Directors determines and due notice shall be given of the time and place and the business of the meeting.

26. The ordinary business of the annual general meeting shall be:-

• to confirm the minutes of the last annual general meeting and of any general meeting held since that meeting;

• to receive from the Board of Directors reports upon the transactions of the Association during the last preceding financial year;

• to elect the officers and other members of the Board of Directors; and
• to receive and consider the statement submitted by the Association in accordance with section 30(3) of the Act.

27. The annual general meeting may transact any special business for which notice is given in accordance with these rules.

28. The annual general meeting shall be in addition to any other general meetings that may be held in the same year.

29. All general meetings for the transaction of formal business of the Association other than the annual general meeting shall be called special general meetings. If more than 15 months would elapse between annual meetings, the Board of Directors shall convene a special general meeting of the Association before the expiration of that period.

30. The Board of Directors shall, on the requisition in writing of members representing not less than five percentum of the total number of members, convene a special general meeting of the Association.

31. The requisition for a special general meeting shall state the objects of the meeting and shall be signed by the members making the requisition and be sent to the address of the Secretary and may consist of several documents in a like form, each signed by one or more of the members making the requisition.

32. If the Board of Directors does not cause a special general meeting to be held within one month after the date on which the requisition is sent to the address of the Secretary, the members making the requisition, or any of them, may convene a special general meeting to be held not later than three months after that date.

33. A special general meeting convened by members pursuant to these rules shall be convened in the same manner as nearly possible as that in which those meetings are convened by the Board of Directors and all reasonable expenses incurred in convening the meeting shall be refunded by the Association to the persons incurring the expenses.

34. A special resolution submitted to a special general meeting must be passed by a vote in favour of seventy five percentum of the members (being members entitled under these rules to vote at a general meeting) present in person or by proxy, and in the event that there are not at least that quantity of votes in favour of the special resolution, the motion shall be deemed to have been lost and shall lapse.

35. The Secretary shall, at least 14 days before the date fixed for holding a general meeting of the Association, cause to be sent to each member of the Association at the address appearing in the register of members, a notice by pre-paid delivery stating the place, date and time of the meeting and the nature of the business to be transacted at the meeting.

36. No business other than that set out in the notice convening the meeting shall be transacted at a general meeting.

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

38. All business that is transacted at a special general meeting and all business that is transacted at the annual general meeting with the exception of that specially referred to in Rule 26 of these rules as being the ordinary business of the annual general meeting shall be deemed to be special business.

39. No item of business shall be transacted at a general meeting unless a quorum of members entitled under these rules to vote is present during the time when the meeting is considering that item.

40. The number of members personally present (being members entitled under these rules to vote at a general meeting) required to constitute a quorum for the transaction of the business of a general meeting shall be equal to one more than the number of members of the Board of Directors . For the purpose of this rule a delegate of a corporate entity admitted to membership shall be regarded in every respect as a member.

41. If within half an hour after the appointed time for the commencement of a general meeting, a quorum is not present, the meeting if convened upon the requisition of members shall be dissolved and in any other case shall stand adjourned to the same day in the next month at the same time and (unless another place is specified by the President or in his absence the Secretary at the time of the adjournment or by written notice to members given before the day to which the meeting is adjourned) at the same place and if at the adjourned meeting the quorum is not present within half an hour after the time appointed for the commencement of the meeting, the members present (being not less than seven) shall be a quorum.

42. The President, or if the President is absent, the Vice-President, or if the Vice-President is absent, the Immediate Past President or, if the Immediate Past President is absent, the Secretary shall preside as chairperson at each general meeting of the Association or if one of them is not present or is unwilling to act, the members present shall elect one of their number to preside as chairperson.

43. The chairperson of the meeting may vacate the chair and appoint a financial member to act as chairperson.

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

45. Where a general meeting is adjourned for 14 days or more, a like notice of the adjourned meeting shall be given as in the case of the original general meeting.

46. Except as provided in Rule 45, it is not necessary to give notice of an adjournment or of the business to be transacted at an adjourned meeting.

47. A question arising at a general meeting of the Association shall be determined on a show of hands and unless before or on the declaration of the show of hands a poll is demanded, a declaration by the chairperson that a resolution has, on a show of hands, been carried or carried unanimously or carried by a particular majority or lost, and an entry to that effect in the minute book of the Association is evidence of the fact, without proof of the number or proportion of the votes recorded in favour of, or against, that resolution.

48. Upon any question arising at a general meeting of the Association, a member or the delegate of a corporate entity admitted to membership shall have only one vote.

49. All votes shall be given personally, or by proxy, or by normal post, or by facsimile, as the Board of Directors may from time to time direct, and advice as to the conditions applying to each general meeting shall be set out in the notice of the general meeting.

50. In the case of an equality of votes on a question, the chairperson of the meeting is entitled to exercise a second or casting vote.

51. The values in the postal or facsimile votes on any matter shall not be divulged to the members until the ballot of members at the general meeting shall have been counted.

52. If at a meeting a poll on any question is demanded by not less than three members, it shall be taken at that meeting in such manner as the chairperson may direct and the resolution of the poll shall be deemed to be a resolution of the meeting on that question.

53. A poll that is demanded on the election of a chairperson or on a question of an adjournment shall be taken forthwith and a poll that is demanded on any other question shall be taken at such time before the close of the meeting as the chairperson may direct.

54. A member is not entitled to vote at any general meeting unless all moneys due and payable to the Association have been paid, other than the amount of the annual subscription payable in respect of the current financial year.

55. Each member shall be entitled to appoint another member as a proxy by notice in the form provided in the by-laws given to the Secretary no later than 24 hours before the time of the meeting in respect of which the proxy is appointed.

63. Nomination of candidates for election as officers or as ordinary members of the Board of Directors shall be made in writing, signed by a financial member of the Association and accompanied by the written consent of the candidate (which may be endorsed on the form of nomination) and shall be delivered to the Secretary not less than 14 days before the date fixed for the holding of the annual general meeting.

64. If insufficient nominations are received to fill all vacancies on the Board of Directors, the candidates nominated shall be deemed to be elected and further nominations shall be received at the annual general meeting. If the number of nominations received is equal to the number of vacancies to be filled, the persons nominated shall be deemed to be elected and no further nominations shall be received at the annual general meeting. If the number of nominations received exceeds the number of vacancies to be filled, a ballot shall be conducted at the annual general meeting in such usual and proper manner as the Board of Directors may direct.

65. A nominee for election as an officer, shall in the event of being unsucessful in election to such office, also be a nominee for election as an ordinary member of the Board of Directors.

66. The President shall be elected for one year, from one annual general meeting until the next annual general meeting. The President may offer for re-election for a total of three terms of office at the termination of which the member must stand down unless a special resolution of the members allows the President to continue on a year to year basis.

67. The other officers and ordinary members of the Board of Directors shall be elected on a cyclical basis. Four members shall stand down or offer themselves for re-election in each year.

68. The Immediate Past President shall sit on the Board of Directors with full voting rights for as long as the member shall be the Immediate Past President.

69. All Past Presidents, other than the Immediate Past President, shall be entitled to sit on the Board of Directors as consultants, but without voting rights, unless permitted to vote on any specific matter by resolution of the Board of Directors.

70. The Association in general meeting may by special resolution remove any member of the Board of Directors before the expiration of the term of office of that member and appoint another member to hold office in stead of that member until the expiration of the term of that member.

71. If a resolution is proposed for the removal of a member of the Board of Directors, the member may make representations in writing to the President and may request that such representations (not exceeding a reasonable length) be notified to the members of the Association. The President may send a copy of the representations to each member of the Association or, if they are not sent, the member may require that they be read out at the meeting.

72. The Board of Directors shall meet at least three times in each year at such place and such times as the Board of Directors may determine.

73. Special meetings of the Board of Directors may be convened by the President or by any officer or by the four ordinary members of the Board of Directors.

74. Notice shall be given to the members of the Board of Directors of any special meeting specifying the general nature of the business to be transacted and no other business shall be transacted at such a meeting.

75. Any four members of the Board of Directors shall constitute a quorum for the transaction of the business of a meeting of the Board of Directors.

76. No business of the Board of Directors shall be transacted unless a quorum is present and, if within half an hour of the time appointed for the meeting, a quorum is not present the meeting shall stand adjourned to the same place and at the same hour of the same day in the following week unless the meeting was a special meeting in which case it lapses.

77. At meetings of the Board of Directors the President, or in the absence of the President, the Vice-President, shall preside. If the President and Vice President shall be absent the members of the Board of Directors present shall elect one of their number to preside at the meeting.

78. Questions arising at a meeting of the Board of Directors or of any sub-committee appointed by the Board of Directors shall be determined on a show of hands or, if demanded by a member, by a poll taken in such manner as the person presiding at the meeting may determine.

79. Each member of the Board of Directors present at a meeting of the Board of Directors or of any sub-committee appointed by the Board of Directors (including the person presiding at the meeting) is entitled to one vote and, in the event of an equality of votes on any question, the person presiding may exercise a second or casting vote.

80. Written notice of each meeting of the Board of Directors shall be served on each member of the Board of Directors by delivering it to the member at a reasonable time before the meeting or by sending it pre-paid by post or facsimile addressed to the usual or last known place of abode or business of the member at least five business days before the date of the meeting.

81. The Board of Directors may act notwithstanding any vacancy on the Board of Directors.

82. The Board of Directors may at its discretion appoint a sub-committee of the Board of Directors for any valid purpose and may appoint any person whether a member or not to sit on such sub-committee at its entire discretion.

83. A member of the Board of Directors shall at all times be the chairperson of any such sub-committee.

84. Reports on the proceedings of every sub-committee shall be presented to the Board of Directors at its several meetings by the Secretary or by the member of the Board of Directors who is chairperson of the sub-committee concerned.

88. The Board of Directors may determine by-laws not inconsistent with these rules or the Act or the regulations to provide for matters affecting the conduct of the business and affairs of the Association including specifying the duties of the officers of the Association and may from time to time revoke or vary these by-laws.

89. Any by-law shall be communicated to the members and shall have effect as it was part of these rules.

90. All by-laws shall be subject to review by the Association in general meeting. On the requisition in writing of members representing not less than five percentum of the total number of members any by-law shall be brought before a special general meeting for decision as provided for in these rules. Any by-law which is to be discussed at a special general meeting shall be suspended until that meeting decides to affirm or revoke or vary it.

91. All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments shall be signed by two members of the Board of Directors at least one of whom will be a member of the Executive Committee.

92. The Common Seal of the Association shall be kept in the custody of the Secretary.

93. The Common Seal of the Association shall not be affixed to any instrument except by the authority of the Board of Directors and the affixing of the Common Seal shall be attested by the signatures either of two members of the Board of Directors or of one member of the Board of Directors and of the Public Officer of the Association.

95. A notice may be served by or on behalf of the Association upon any member either personally or by sending it by pre-paid mail to the member at the address shown in the Register of Members.

96. Where a document is properly addressed pre-paid and sent to a person as a letter, the document shall, unless the contrary is proved, be deemed to have been given to the person at the time at which the letter would have been delivered in the ordinary course of post.

97. In the event of the winding up or the cancellation of the incorporation of the Association, the assets of the Association remaining after such dissolution and the satisfaction of all debts and liabilities shall not be distributed amongst the members of the Association but shall paid and applied by the Board of Directors to another association having similar aims and objectives which is a non-profit organiation prohibiting distribution of its assets amongst its members and failing that shall be donated to some charitable institution.

98. Except as otherwise provided in these rules, the Secretary shall keep custody or control of all books, documents and securities of the Association.

99. All accounts, books, documents and securities of the Association shall be available for inspection and copying by any member upon request.