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North America TETRA Forum

Constitution


CORPORATIONS LAW

A COMPANY LIMITED BY GUARANTEE

CONSTITUTION OF THE NORTH AMERICA TETRA FORUM LIMITED

1. Preliminary Objects, Powers and Winding Up

1.1 The name of the company is The North America TETRA Forum Limited ("the Association"). The Association is limited by Guarantee. The liability of the members of the Association is limited. The Replaceable Rules in the Corporations Law do not apply to the Association.

1.2 The objects for which the Association is established are:-

(a) to support the work of the TETRA MoU Association Limited (United Kingdom) in North America by:-
(i) promoting TETRA technology;
(ii) facilitating exchange of information;
(iii) helping to secure sufficient radio spectrum;
(iv) representing the members' interests towards regulatory bodies and industrial corporation.
(b) for the purpose of carrying out its objects, but without any way limiting the powers of the Association, the Association can:-
(i) organise meetings, conferences, seminars and other educational events;
(ii) organise exhibitions;
(iii) issue publications both in printed and electronic format and maintain electronic pages on the Internet;
(iv) organise technical working groups to produce solutions to technical questions when required or needed for the interests of the Association or Members;
(v) nominate represented representatives for standardisation and other regulatory bodies to represent the Association or the Members joint interest.

1.3 The powers set forth in section 124 sub-section (1) of the Corporations Law shall apply to the Association, and are not limited by the foregoing objects and purposes PROVIDED THAT the Association shall not support with its funds any activity or endeavour to impose on or procure to be observed by its Members or others any regulations or restrictions which, if an object of the Association would make it a trade union within the meaning of the Trade Unions Act 1958 nor any relations between workers and employers or organisations of workers and organisations of employers.

1.4 The income and property of the Association whensoever derived shall be applied solely towards the promotion of the objects and purposes of the Association and no portion thereof shall be paid or transferred directly or indirectly by way of dividend, bonus or otherwise howsoever by way of profit to Members of the Association PROVIDED THAT nothing herein contained shall prevent the payment in good faith of remuneration to any officers or servants of the Association or to any Member thereof or any other person in return for any service rendered to the Association nor for goods supplied in the ordinary usual way of business nor prevent the payment of interest at a rate not exceeding the rate paid from time to time by the Association's Bank for deposits of equivalent amounts and durations with that Bank on money borrowed from any Members of the Association or reasonable and proper rent for premises demised or let by any Member to the Association but so that no remuneration or other benefit in money or money's worth shall be paid or given by the Association to any non-exclusive member of the board or governing body of the Association except repayment of out of pocket expenses and such allowances the Board may from time to time determine and interest at the rate aforesaid on money lent or reasonable and proper rent on premises demised or let to the Association.

1.5 Every Member of the Association undertakes to contribute to the property of the Association in the event of the same being wound up while that person is a Member or within one year after that same person ceases to be a Member, for payment of the debts and liabilities of the Association (contracted before the person ceases to be a Member) and of the costs, charges and expenses of winding up and for the adjustment of the rights of the contributories among themselves, such amount as may be required, not exceeding TWO DOLLARS $2.00;

1.6 If upon the winding up or dissolution (other than for the purposes of reconstruction or amalgamation) of the Association there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the Members of the Association but shall be given or transferred to an institution or body, having objects similar to the objects of the Association and having objects or a constitutional regulation which shall prohibit the distribution of its income and property among its Members to an extent at least as great as is imposed on the Association under or by virtue of this rule, such institution to be determined by the TETRA MoU Association and in default thereof by the Members of the Association at or before the time of winding up or dissolution and in default thereof by application to the Supreme Court of Victoria for determination.

2. Interpretation

2.1 In this Constitution unless there is something in the subject matter or context inconsistent therewith:-
"Association" means The North America TETRA Forum Limited.

"the Board" means all or some of the Directors acting as the board of the Association.
"Board Meeting" means a meeting of the board.
"Chairman of the Board" means the chairman of the Board appointed under Rule 7.7.
"Director" means a director and/or the Managing Director as the context may require.
"Event of Insolvency" means any of the following events:
(a) the Member becomes insolvent;

(b) a receiver, receiver and manager, administrator, controller, provisional liquidator or liquidator is appointed to the Member or the Member enters into a scheme of arrangement with its creditors or is wound up;

(c) the Member assigns any of its property for the benefit of creditors or any class of them; or
(d) an encumbrancer takes any step towards taking possession or takes possession of any assets of the Member or exercises any power of sale.
"General Assembly" means the annual general meeting of the Members.
"General Meeting" means a meeting of the Members and includes the General Assembly.

"Law or Corporations Law" means the Corporations Law and includes a reference to the Corporations Regulations.

"Managing Director" means the managing director of the Association.
"Member" means a member of the Association and includes a Member from any of the Membership Categories and "Members" means any two or more of them.

"Membership Category" means any of the following categories of membership of the Association:
(a) MEMBER - GENERAL
A category of membership available to applicants who express a special interest in TETRA technology and a willingness or desire to support or participate in all the activities of the Association;
(b) MEMBER - MANUFACTURER
A category of membership available to applicants who are vendors or manufacturers who express a willingness or desire to produce or distribute equipment that is compliant to the TETRA standard and compliant to the collective users' agreed upon needs and to support the ongoing development of the standard within the ETSI processes;
(c) MEMBER - USER
A category of membership available to applicants who are end users, customers, operators and potential operators who express a willingness or desire to facilitate exchange of information, to educate potential user markets in the region and to communicate current/future user requirements (functional/operational and technical) to the TETRA MOU Association and ETSI standardisation bodies;
(d) MEMBER - REGULATOR
A category of membership available to applicants who are government and semi-government authorities, statutory bodies and regulators and not for profit bodies controlled by such authorities, statutory bodies and regulators who express a willingness or desire to support or be involved in harmonised standards and frequency allocation including the adoption of appropriate TETRA standards for TETRA manufacturers and users;
(e) MEMBER - INDEPENDENT CONSULTANT/OBSERVER
A category of membership available to applicants who express a special interest in TETRA technology and a willingness or desire to participate in activities of the Association to the extent that the Member's participation will not compromise any independence that the Member must maintain when reviewing communication standards and technologies;
and "Membership Categories" means any two or more of them.
"Members Present" means members present at a general meeting of the Association in person or by duly appointed represented proxy or attorney.

"Member Representative" means a representative appointed by a Member in accordance with Rule 3.7.

"Office" means the registered office of the Association.

"Person" and words importing "Persons" includes partnerships, associations and corporations, unincorporated and corporated by ordinances, Act of Parliament or registration or any other type of body corporate however formed, as well as individuals.

"Rules" mean these rules as amended.

'Secretary" means a person appointed as, or to perform the duties of a secretary of the Association.

"the TETRA MoU Association" means the TETRA MoU Association Limited incorporated in the United Kingdom under the Companies Act 1985.

"the TETRA Memorandum of Understanding" means the TETRA Memorandum of Understanding of 1 December 1994.

"the Year" means from the 1st day of January in each year to the 31st day of December in the same year.

"Writing" and "Written" includes printing, typing, lithography, facsimile or other modes of representing or re-producing words in a visible form, including via electronic means.

3. Membership and Membership Categories

3.1 The subscribers to this Constitution and such other person who are admitted to membership under this Constitution shall be Members. The names and addresses of all Members shall be entered into the Register of Members pursuant to the Law.

3.2 Any person who has agreed to abide by this Constitution, including the requirement to pay the annual membership fee shall be qualified to apply to the Board to be a Member of the Association.

3.3 Every application for admission as a Member (other than by subscription to this Constitution) shall:
(a) be in writing in the form prescribed by the Board from time to time;
(b) be signed by the applicant and delivered to the Secretary at the Office together with the annual membership fee applicable at that time;
(c) contain an undertaking by the applicant that if admitted to membership of the Association the applicant will, in every respect abide by the Constitution of the Association;
(d) nominate the Membership Category for which the applicant seeks admission as a Member, including any information required by the Board in relation to the applicant's suitability for that Membership Category; and
(e) if the applicant applies to be a MEMBER - GENERAL, MEMBER - MANUFACTURER or MEMBER - USER, then the application shall also include an undertaking that if admitted to membership of the Association, the Member will agree to be bound by the terms of the TETRA Memorandum of Understanding.

3.4 No person shall be eligible to be a Member if the person is a director or an employee of a company which is already a Member.

3.5 Any person or company, after becoming qualified to be a Member in accordance with the Constitution and paying the current annual membership fee and making the necessary applications and meeting the other requirements prescribed by the Board from time to time for membership including any special requirements for the applicable Membership Category, shall be admitted by the Secretary in accordance with the Constitution as a Member.

3.6 Where an applicant has been accepted for membership the Secretary shall forthwith send to the applicant written notice of acceptance and the applicant shall thereupon become a Member in the Membership Category advised by the Secretary.

3.7 Each corporate Member must nominate a natural person to be the Member Representative and advise the Association from time to time in writing in accordance with the Law to any change to the Member Representative. Members who are natural persons are not required to nominate a representative but will be regarded for the purposes of these Rules as the Member Representative.

3.8 The annual membership fees and levies (if any) payable by Members of each Membership Category shall be such amount or amounts as the Board with the approval of the General Assembly shall from time to time prescribe for each Membership Category, providing that until otherwise determined the annual membership fees for each Membership Category shall be :
(a) MEMBER - GENERAL AUD$700.00
(b) MEMBER - MANUFACTURER AUD$700.00
(c) MEMBER - USER AUD$700.00
(d) MEMBER - REGULATOR AUD$700.00
(e) MEMBER - INDEPENDENT CONSULTANT/OBSERVER AUD$700.00

3.9 Every Member shall pay the annual membership fee and levies (if any) applicable to the relevant Membership Category at the time, date and place nominated by the Secretary or the Association from time to time, and in the absence of any determination or nomination, the annual membership fee shall be payable on the 1st day of July each year following the date on which the fee was determined and shall continue in force until the 30th day of June in the following year.

3.10 A Member shall cease to be a Member:-
(a) on his retirement to be signified in writing to the Board but such resignation shall not relieve the Member from his liability for any money then due by him to the Association, in addition to any sum not exceeding $2.00 for which the member is liable as a Member under Rule 1.5;
(b) on that Member's death;
(c) if the Member fails to pay the Member's annual membership fee or any other monies due by the Member to the Association once that sum or those sums have fallen due, provided that the Association has first given the Member written notice requiring payment of the amount due within 30 days of receipt of the notice from the Association; or
(d) upon the happening of any of the events specified in Rule 3.11 below.

3.11 For the purpose of the preceding Rule, in the event of any of the following events occurring the relevant Member shall immediately cease to be a Member of the Association:-
(a) if the Member acts in a manner contrary to any of the purposes of the Member's relevant Membership Category or is in breach of any term, condition or provision of this Constitution and fails to remedy such act or breach (if capable of remedy) within 30 days of having received from the Association written notice of such act or breach requiring remedy;
(b) if the Member, being a MEMBER - GENERAL, MEMBER - MANUFACTURER or MEMBER - USER acts in a manner contrary to any of the purposes of the Association or is in breach of any term, condition or provision of the TETRA Memorandum of Understanding and fails to remedy such act or breach (if capable of remedy) within 30 days of having received from the Association written notice of such act or breach requiring remedy;
(c) if an Event of Insolvency occurs in respect of any Member which is a body corporate;
(d) if the Member being an individual becomes a bankrupt.

3.12 In such circumstances as outlined in Rules 3.10 and 3.11 above, the Member shall have returned to him a proportion of the annual membership fee (which shall be calculated by apportioning the amount of the annual fee attributed to the remainder of the year) and the Secretary shall remove that Member from the Register of Members of the Association.

3.13 If any Member ceases to be a Member whether by exclusion or otherwise, then the Member or Member Representative, if he or she holds a position of a Director, shall automatically cease to be a Director.

4. Composition of the Board

4.1 The Board shall consist of not less than two (2) nor more than eight (8) Directors who shall be appointed in accordance with this Constitution. All Directors are to be natural persons.

4.2 To be eligible or appointed as a Director and to continue to hold office as a Director, a Director must be a Member or a Member Representative.

4.3 At the first General Assembly of the Association all the Directors shall retire from office, and at the General Assembly in every subsequent year, one-half of the Directors for the time being, or, if their number is not 2 or a multiple of 2, then the number nearest one-half, shall retire from office.

4.4 A retiring Director is eligible for re-election if the Director otherwise meets eligibility requirements.

4.5 The Directors to retire at a General Assembly other than the first General Assembly are those who have been longest in office since their last election, but, as between persons who became directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by lot.

4.6 The Association may, at the meeting at which a Director so retires, by resolution fill the vacated office by electing a person to that office.

4.7 If the vacated office is not so filled, the retiring Director shall, if offering himself or herself for re-election and not being disqualified under the Law or this Constitution from holding office as a Director, be deemed to have been re-elected unless at that meeting -
(a) it is expressly resolved not to fill the vacated office; or
(b) a resolution for the re-election of that Director is put and lost.

4.8 The Directors may at any time appoint another person to be a Director, either to fill a casual vacancy or as an addition to the existing Directors, but so that the total number of Directors does not exceed the number determined in accordance with this Constitution.

4.9 Any Director so appointed holds office only until the next following General Assembly and is then eligible for re-election but shall not be taken into account in determining the Directors who are to retire by rotation at that meeting.

4.10 The Association may by resolution remove any Director before the expiration of his period of office, and may be resolution appoint another person in his or her stead.

4.11 The person so appointed is subject to retirement at the same time as if he or she had become a Director on the day on which the Director in whose place he or she is appointed was last elected a Director.

4.12 In addition to the circumstances in which the office of a Director becomes vacant by virtue of the Law, the office of a Director becomes vacant if the Director:
(a) becomes of unsound mind or a person whose person or estate is liable to be dealt with in any way under the law relating to mental health;
(b) resigns his office in writing to the Association;
(c) is absent without the consent of the Directors from meetings of the Directors held during a period of 6 months;
(d) is removed by a resolution of the Association;
(e) becomes bankrupt or makes any arrangement or composition with his or her creditors generally;
(f) ceases to be a Director by virtue of any provisions of the Law or becomes prohibited by law from being a Director; or
(g) ceases to be a Member or a Member Representative.

5. Managing Director

.1 The Board may appoint a Managing Director.

5.2 The Board may confer on a Managing Director any powers exercisable by the Board, subject to any terms and restrictions determined by the Board.
5.3 The Managing Director may sub-delegate all or any of the powers vested in him.
5.4 The Board may at any time withdraw or vary any of the powers conferred on the Managing Director.
5.5 The Board may at any time remove the Managing Director from the position of Managing Director.
5.6 The Managing Director shall not, while holding that office, be subject to retirement by rotation or be taken into account in determining the rotation for retirement of Directors.
5.7 The Managing Directors appointment automatically terminates if he ceases for any cause to be a Director.
5.8 The office of Managing Director may be remunerated at such rate as the Board may from time to time determine.
5.9 The Managing Director does not need to be a Member or Member Representative.

6. Powers and Duties of the Board

6.1 Subject to any powers reserved to the Members under this Constitution or any other express Rule to the contrary, the management and control of the business and affairs of the Association are vested in the Board, which (in addition to the powers and authorities conferred on it by this Constitution) may exercise all powers and do all things as are within the power of the Association and are not by this Constitution or by the Law required to be exercised or done by the Association in General Meeting.

6.2 Notwithstanding the provisions of the preceding Rule, the Board may exercise all powers of the Association to raise money by subscriptions from Members, grants, donations, gifts and revenue in return for the provision of goods or services by the Association and any other sources authorised generally or in particular by the Members in General Meeting.

6.3 Without limiting the preceding Rule, the Board may with the prior general or specific authorisation of the Members in General Meeting:
(a) exercise all the powers of the Association to borrow money;
(b) guarantee the debts or obligations of any person; and
(c) enter into any other financing arrangement
not otherwise authorised by this Constitution, in each case in the manner and on the terms as the Board thinks fit.

6.4 The Board may from time to time determine the manner of expenditure of the annual membership fees and levies (if any) paid in respect of each Membership Category and may limit the areas of participation of Members within a Membership Category in the promotion of the objects or activities of the Association in order to generally meet the objects or issues of governance, probity and independence required by that Membership Category.

6.5 The Board will address the different participation levels of each Membership Category in the overall objects and activities of the Association. Without limiting the foregoing, the Board will determine procedures to regulate the participation or endorsement of Members of the Membership Categories of MEMBER - REGULATOR AND MEMBER - INDEPENDENT CONSULTANT so that any MEMBER - REGULATOR or MEMBER - INDEPENDENT CONSULTANT/OBSERVER:
(a) is not be seen to be endorsing the TETRA technology through membership as they have requirements to remain technology neutral;
(b) does not compromise any governance and probity issues or become involved in any form of collusion through membership; and
(c) is not involved in the proactive promotional/marketing activities listed as one of the TETRA MOU Association's objectives.

6.6 Every Director of the Association shall be indemnified out of the assets of the Association to the relevant extent permitted by the Law against any liability incurred by the Director in or arising out of the conduct of the business of the Association or in or arising out of the discharge of the duties of Director.

6.7 No Director of the Association shall be liable for his acts or omissions in the course of his execution of duties as Director or in relation thereto (including without limitation the exercise of his discretion in relation to Membership Categories or the inclusion or exclusion from participation of Members within a Membership Category) unless the same happen through his own wilful default.

6.8 The Board shall have the power to appoint and discharge any sub-committees and to determine or amend the terms of reference of any sub-committee as the Board sees fit, so as to ensure efficient participation of Members in activities or interests appropriate to the Member's relevant Membership Categories. Without limiting the foregoing, the Board shall not in any way delegate any of its powers to the sub-committees. The following rules relate to sub-committees:
(a) sub-committees shall be formed and structured to ensure spread of geographic representation;
(b) each sub-committee shall include at least one (1) Director who shall be the Chairman of such sub-committee;
(c) each sub-committee may have members who are not Members of the Association;
(d) the Chairman of each sub-committee shall convene meetings on the basis specified in these Rules for the sub-committee (if any) and otherwise on a regular basis and upon reasonable notice (either verbal or written) to the other members of the sub-committee, with communication methods for operation of such sub-committee considered at minimum cost;
(e) the Board or the Chairman of each sub-committee may engage outside experts or assistants to provide special expertise or advice in respect of any matter before the sub-committee; and
(f) the powers of each sub-committee shall be limited to making non-binding recommendations to the Board.

6.9 The Board shall prepare and from time to time issue a document titled "Authorities and Delegations" which will define the level of management and financial authority of a Director (both executive and non-executive), Public Officer or employees (whether full time, part time or casual).

7. Proceedings of Directors

7.1 The Board may meet together, adjourn and otherwise regulate its meetings as it thinks fit. The Board is required to meet at least quarterly in each year.

7.2 The Board may at any time, and the Secretary, on the request of any two (2) Directors, must, convene a meeting of the Board.

7.3 A Board Meeting may be held by the Directors communicating with each other via any agreed technological means by which they are able to simultaneously hear each other and participate in discussion. The Directors need not be physically present in the same place in order for a Board Meeting to be held.

7.4 A quorum of the Board shall consist of not less than fifty per cent (50%) of the Directors for the time being. If within fifteen (15) minutes from the time appointed for the Board Meeting a quorum is not present, the meeting shall stand adjourned to the same day in the next week at the same time and place or to such other day time and place as the Chairman appoints and notice of such adjournment must be sent to all Directors. If at such adjourned meeting a quorum is not present within fifteen (15) minutes from the time appointed for that meeting the Directors who are present shall be a quorum and may transact the business for which the meeting was called.

7.5 Questions arising at any meeting of the Board are decided by a majority of votes. In the case of an equality of votes at a Board Meeting the Chairman shall have a second or casting vote. A Director with a material personal interest in a matter that is being considered at a meeting of the Board may be counted in a quorum and, subject to the Law, may vote on the matter.

7.6 At least seven (7) days notice of every Board Meeting shall be given in writing to every Director unless the Directors resolve to accept shorter notice. Notice of a meeting of the Board may be given by mail (electronic or otherwise), personal delivery or facsimile transmission to the usual place of business or residence of the Director or at any other address given to the Secretary by the Director or by any technology agreed to by all the Directors.

7.7 The person elected as Chairman of the Board at the General Assembly shall act as Chairman of the Board Meeting. If no Chairman is elected or if at any meeting the Chairman is not present at the time specified for holding the meeting, the Directors may choose one of their number to be Chairman of the meeting.

7.8 The Chairman shall have power to dispense with such notice when dealing with matters of urgency.

7.9 Where the decision of the Board is required urgently:-
(a) the Chairman or, at his direction, another person may canvass the opinions of the Directors by letter, facsimile, electronic mail or otherwise as he may think fit and shall formulate a draft resolution and circulate it to each of the Directors;
(b) the results of that canvass shall be a resolution of the Board as soon as not less than a simple majority of the Directors for the time being indicate their agreement to the Chairman or other person as the case may be. The resolution, the names and the votes shall be sent in written form to each Director as soon as practicable following voting.

7.10 A resolution in writing signed by all the Directors or a resolution in writing of which notice has been given to all Directors and which is signed by a majority of the Directors entitled to vote on the resolution not being less than the quorum required for a meeting of the Board is a valid resolution. The resolution may consist of several documents in the same form each signed by one or more of the Directors. A facsimile transmission or other document produced by mechanical or electronic means under the name of a Director with the Director’s authority is considered to be a document in writing signed by the Director.

7.11 The Board shall cause minutes to be duly entered in the Minute Book provided for the purpose of recording:-
(a) the names of the Directors present at each Board Meeting;
(b) all resolutions and proceedings of each Board Meeting; and
(c) all reports delivered to the Board by the Chairman of any sub-committee.
Such minutes shall be signed by the Chairman of the meeting at which the proceedings were held or by the Chairman of the next succeeding meeting.

7.12 The Board shall cause to be laid before each General Assembly in accordance with the Law:-
(a) the profit and loss account and balance sheet of the Association together with a Directors' statement;
(b) a Directors' report; and
(c) an auditor's report.

7.13 Subject to Rule 1.4 of this Constitution any Director shall, notwithstanding the fact of being a Director, be at liberty to enter into any contract with the Association either as vendor, purchaser or otherwise or to perform any service for the Association for a reward or remuneration PROVIDED THAT where the nature and extent of that Director's interest in any such contract does not appear on the face thereof that Director shall disclose the same to the Board at or prior to the Board Meeting at which the contract is decided upon and provided that the Director shall not, unless invited by the Board so to do, take part in any discussion or debate and shall not vote on any resolution relating to any such contract or to any services to be performed as aforesaid.

7.14 Subject to Rule 1.4 of this Constitution, a Director may be fully reimbursed from the funds of the Association for all travelling, accommodation and communications reasonably incurred by him in acting as a Director and attending to the business of the Association.

7.15 Subject to the provisions of the Law, every Director, members of sub-committees, the auditor or auditors, staff, officers and servants of the Association shall be indemnified out of the funds and assets of the Association against all liabilities incurred by it in respect of their respective duties for or on behalf of or in the interests of the Association.

7.16 All actions at any meetings of the Board or by a Committee or by any person acting as a Director are, despite the fact that it is afterwards discovered that there was some defect in the appointment of any of the Directors or the Committee or the person acting as Director or that any of them were disqualified, as valid as if every person had been duly appointed and was qualified and continued to be a Director or a member of a Committee.

7.17 If the number of Directors is reduced below the minimum number fixed under this Constitution, the continuing Directors may act for the purpose of increasing the number of Directors to that number or of calling a General Meeting of the Association but for no other purpose.

8. General Assembly

8.1 A General Assembly of the Members shall be held by the Association at least once in every calendar year and in any event not later than the 30th day of November in each year (other than in the calendar year of incorporation) and on such day at such hour and place as may be determined by the Board.

8.2 The business at the General Assembly shall include the following:-
(a) opening of the meeting and registration of participants;
(b) election of meeting chairman and secretary;
(c) agreement on meeting agenda;
(d) presentation of annual report and financial report of the previous fiscal year by the Board;
(e) confirmation of financial result and decision on possible consecutive actions;
(f) agreement on action plan for the next fiscal year;
(g) agreement on budget for the next fiscal year;
(h) appointment of auditor(s) for the next fiscal year;
(i) election of board chairman;
(j) election of Board members.

8.3 The Association may hold a General Assembly at 2 or more venues using any technology that gives the Members as a whole a reasonable opportunity to participate.

9. General Meetings

9.1 The Board may whenever it thinks fit convene a General Meeting.

9.2 The Board shall call and arrange to hold a General Meeting upon the request of:-
(a) Members with at least 5% of the votes that may be cast at the General Meeting; or
(b) at least 100 Members who are entitled to the vote at the General Meeting.

9.3 The request referred to in Rule 9.2 must be in made in accordance with the Law.

9.4 Members with at least 5% of the votes that may be cast at a General Meeting of the Association may call, and arrange to hold a General Meeting in accordance with the Law.

10. Notice of Meetings

10.1 Subject to the provisions of the Law relating to special resolutions at least twenty-one (21) days notice of any General Meeting (other than the General Assembly, which requires at least 28 days notice) specifying the place, day and hour of the meeting (and in the case of special business the general nature of such business) shall be given to the Members.

10.2 The following shall be forwarded to the Members with the notice of General Assembly or in any event at least twenty-one (21) days before the meeting:-
(a) Profit and loss account and balance sheet of the Association together with a Directors' statement;
(b) Directors' report; and
(c) auditor's report.

10.3 The accidental omission to give notice of any General Assembly or General Meeting to or the non-receipt of, any such notice by any of the Members shall not invalidate any resolution passed at any such Meeting.

10.4 Less than 21 days notice of a General Meeting may be given in accordance with the Law.

11. Proceedings at General Meetings

11.1 A reference in this Rule to a General Meeting shall include a reference to the General Assembly.

11.2 Fifty (50)% of the Members being present and entitled to vote shall be a quorum for a General Meeting and no business shall be transacted at any General Meeting unless the quorum requisite be present at the commencement of the General Meeting.

11.3 For the purposes of determining whether a quorum is present, a person attending as Member Representative shall be deemed to be a Member.

11.4 If a General Meeting has commenced with a quorum present in person or proxy, the subsequent absence of the quorum shall not require the suspension or termination of that meeting unless the absence of a quorum has been drawn to the attention of the Chair.

11.5 If within fifteen (15) minutes from the time appointed for the General Meeting a quorum is not present, the General Meeting if convened upon the requisition of Members shall be dissolved but 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 (not being more than fourteen (14) days after such meeting) time and place as the Chairman of the meeting or in the Chairman's default a majority of the Members present appoints but no notice of such adjournment shall be required to be given to the Members. If at such adjourned meeting a quorum is not present within fifteen (15) minutes from the time appointed for that meeting the Members who are present personally or by proxy shall be a quorum and may transact the business for which that meeting was called.

11.6 The Chairman of the Board elected by the Members at the General Assembly shall be entitled to chair every General Meeting. If no Chairman is elected or if at any General Meeting the Chairman is not present at the time specified for holding the meeting, the Members may choose one of their number to be Chairman at the meeting. If at any General Meeting, the Chairman is not present within 15 minutes after the time for holding of the meeting or the Chairman is present but unwilling to act as chairman of the meeting, the Directors present may choose another Director as chair of the meeting or if each of the Directors present is unwilling to act as Chairman of the meeting, a member chosen by the Members shall be entitled to chair the meeting.

11.7 Every question submitted to a General Meeting shall be decided in the first instance by a show of hands and in the case of an equality of votes the Chairman shall be entitled to a casting vote.
11.8 At any General Meeting unless a count be demanded by the Chairman or by a simple majority present personally or by proxy and entitled to vote at that meeting, a declaration by the Chairman that a resolution has been carried or carried by a particular majority or lost or not carried and an entry to that effect in the Minute Book of the Association shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.

11.9 If a count be demanded at a General Meeting it shall be taken in such manner and at such time and place as the Chairman of that meeting directs and either at once or after an interval or adjournment or otherwise and the result of such count shall be deemed to be a resolution of the meeting at which the count was demanded. The demand of a count may be withdrawn. In case of any dispute as to the admission or rejection of a vote the Chairman shall determine the same and such determination made in good faith shall be final and conclusive.

11.10 The Association may hold a General Meeting at 2 or more venues using any technology that gives the Members as a whole a reasonable opportunity to participate.

12. Votes of Members and Observers

12.1 Subject to the provisions of this Rule every Member shall be entitled to one (1) vote only.

12.2 Any Member who has not paid the annual membership fee will not be entitled to exercise his right to vote until such fee has been paid. Without limiting the discretion of the Board in Rule 6.4 and Rule 6.5, all other rights, privileges and benefits ordinarily accruing to the Members shall be suspended until such fee has been paid in full.

12.3 Only a Member who has been accepted as a Member at least one (1) month before the holding of the General Assembly or General Meeting will be entitled to vote at that meeting.

12.4 A Member may attend and vote at a General Assembly or a General Meeting personally or by proxy.

12.5 The Members by resolution at the General Assembly may make weighted voting rules for such questions and issues where the economic interests or involvement in activities of Members in a Membership Category are different and pending a resolution by the Members to the contrary, any Member within the Membership Categories of MEMBER - REGULATOR AND MEMBER - INDEPENDENT CONSULTANT/OBSERVER may participate at such General Assembly or General Meeting, with a right to speak but with no right to vote on matters or activities in respect to which participation of Members of a Membership Category or Membership Categories have been limited or excluded by the Board pursuant to Rule 6.4 or Rule 6.5. The Chairman has the power to rule on the voting rights and/or restrictions of Members of a Membership Category or Membership Categories pursuant to this Rule 12.5 and his decision is final.

12.6 An applicant for membership that meets the membership criteria and has been invited to join the Association may participate at one General Assembly before admission to membership, with a right to speak but with no right to vote.

13. Proxies

13.1 A Member of an Association who is entitled to attend and cast a vote at a meeting of the Association's Members may appoint a person as the Member's proxy to attend and vote for the Member at the meeting.

13.2 The appointment may specify the proportion of number of votes that the proxy may exercise.

13.3 Each Member may appoint a proxy. If the Member is entitled to cast 2 or more votes at the meeting, they may appoint 2 proxies. If the Member appoints 2 proxies and the appointment does not specify the proportion or number of the Member's votes each proxy may exercise, each proxy may exercise half of the votes.

13.4 Fractions of votes resulting from the application of Rules 13.2 and 13.3 shall be disregarded.

13.5 An instrument appointing a proxy may be in the following form or in any other form the Board approves:-

"THE NORTH AMERICA TETRA FORUM LIMITED"

I,

of

being a Member of The North America TETRA Forum Limited hereby appoint
as my proxy to vote for me and on my behalf at (the Annual or General as the case may be) Meeting of the Association to be held on the day of 20 and at any adjournment thereof.

Signed this day

Member:

Proxy:

This instrument of proxy shall only be effective if it is deposited at the Office of the Association not less than forty-eight (48) hours before the time for the holding of the General Assembly or the General Meeting."

- - - - - - - - - - - - - - - - - - - - -

13.6 The instrument of proxy shall only be effective if it is deposited at the Office not less than forty-eight (48) hours before the time for the holding of the General Assembly or the General Meeting.

13.7 The signature of the Member and their proxy shall be verified prior to the General Assembly or the General Meeting.

13.8 A vote given in accordance with the terms of an instrument appointing a proxy is valid notwithstanding the previous death or unsoundness of mind of the principal, the revocation of the instrument (or of the authority under which the instrument was executed) if no intimation in writing of the death or unsoundness of mind has been received at the Office before the commencement of the meeting or adjourned meeting at which the instrument is used.

13.9 A Member Representative of a body corporate Member may exercise the powers, including voting at any General Meetings of the Association as a representative appointed in accordance with Section 250D of the Law.

14. Common Seal

14.1 The Association may at the option of Board have a common seal.

14.2 If the Association does have a common seal it shall be kept in the custody of the Secretary.

14.3 The common seal shall not be affixed to any document except by the authority of the Board or of a General Assembly.

14.4 The Secretary will maintain a written record of all documents to which the seal is affixed.

14.5 Unless and until the Board shall otherwise determine the affixing of the common seal of the Association shall be attested by at least two (2) Directors or by one (1) Director and the Secretary.

14.6 The Association may execute documents without using the common seal in accordance with the Law.

15. Notices

15.1 Notice may be given to any person who is entitled to notice under this Constitution by:
(a) serving it on the person:
(b) sending it by post, telex or facsimile transmission to the person at the person's address shown in the Member register or the address supplied by the person to the Association for sending notices to the person;
(c) sending it to the electronic address (if any) nominated by the person; or
(d) any other means requested by the person and agreed to by the Association.

15.2 A notice sent by post is taken to be served:
(a) by properly addressing, prepaying and posting a letter containing the notice; and
(b) on the next business day after the day on which it was posted.

15.3 A notice sent by telex, facsimile transmission or other electronic means is taken to be served:
(a) by properly addressing the telex, facsimile transmission or electronic document and sending it; and
(b) on the next business day after its dispatch.

15.4 Any notice or other document required to be served upon the Association may be served by any of the means outlined in Rule 15.1 and consented to by the Association.

16. Accounts

16.1 The Board shall cause true accounts to be kept of the sums of money received and expended by, and of the income and expenditure of the Association and of the assets and liabilities of the Association.

16.2 The Board shall from time to time determine whether and to what extent and at what times and places and under what conditions and regulations the accounts and books of the Association or any of them shall be open to the inspection of the Members.

17. Audit

17.1 Once at least in every year the accounts of the Association shall be examined by one or more auditors or firm of auditors who shall be appointed in accordance with the Law.

17.2 All cheques, promissory notes, bankers drafts, bills of exchange and other negotiable instruments, and all receipts for money paid to the Association, shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, by any two (2) Directors or in such manner as the Directors determine.

09 Jul 2013
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