Member Requirements - From The Constitution

 

3.0 Members

3.1 Number of Members

The Company must have at least one Member.

 

3.2 Limited Liability

The liability of the Members is limited in accordance with rule 3.3.

 

3.3 Guarantee

In a winding up of the Company, each Member, and each person who was a Member in the

year ending on the date of the commencement of the winding up, undertakes to contribute a

maximum of ten dollars ($10) to the Company for the payment of the:

1. debts and liabilities of the Company incurred before the Member stopped being a Member;
2. costs, charges and expenses of any winding up; and
3. adjustments of the rights of the Members amongst themselves.

 

3.4 Classes of Membership

1. The Members will be separated into two classes:

1. Clinical and Scientific Members; and
2. Associate Members.

2. As at the date of this Constitution, a Clinical and Scientific Member is a person who:

1. is a legally qualified medical practitioner, scientist or other health professional who has received appropriate postgraduate training and qualifications; and
2. in the opinion of the Board has made a worthwhile contribution to the study or practice in the field of pulmonary hypertension.

3. As at the date of this Constitution, all Members that are not Clinical and Scientific Members are Associate Members.
4. Despite any other provision of this Constitution, the following persons are not eligible to be Members:

1. any person conducting a pharmaceutical business; and
2. any person that is an employee or contractor of a person conducting a pharmaceutical business.

5. The Board may establish or amend the classes of Members and prescribe the qualifications, rights and privileges of persons to become a Member of a particular class.

 

3.5 Admission to Membership

1. Subject to rules 3.7 and 3.8, the Members are:
   1. the initial Members named in the application for the Company's registration; and
   2. any other person the Board admits to membership under rule 3.5(b).
2. (b)The Board must in its absolute discretion admit or reject any person to membership of the Company on receipt of an application from the person in a form determined by the Board and any membership fee.
3. A register of Members must be kept and contain the name and address of each Member, the date on which each Member was admitted to membership of the Company, and if applicable, the date of and reason(s) for termination of the Member's membership.

 

3.6 Variation of Rights

1. The rights of Members in a particular class may be varied or cancelled: 
   1. with the written consent of Members with at least 75% of the votes in that class; or
   2. with the sanction of a Special Resolution passed at a meeting of the Members in that class.
2. A meeting of a class of Members must be called and held in the same way, so far as possible, in which a meeting of the Members may be called and held.

 

3.7 Cessation of Membership

A Member ceases to be a Member if they:

1. die;
2. resign in writing;
3. become of unsound mind or become liable to be dealt with in any way under the law relating to mental health and the Board resolves that the person should cease to be a Member;
4. are convicted of an indictable offence;
5. are expelled in accordance with rule 3.8;
6. do not pay any membership fees within 90 days of the due date; or
7. are a company and:
   1. has a receiver or a receiver and manager appointed to its assets or some of them; or
   2. passes a resolution or takes or has taken against it any action having the effect of its winding up.

 

3.8 Member's Conduct

1. If a Member:
   1. wilfully refuses or neglects to comply with the provisions of this Constitution; or
   2. is guilty of any conduct which, in the unanimous opinion of the Board, is unbecoming of a Member or prejudicial to the interests of the Company, the Board has the power to suspend or expel the Member from the Company by resolution.
2. At least one week prior to the meeting of the Board at which a resolution under rule 3.8(a) is considered, the Company must provide the Member with:
   1.  notice of the meeting;
   2. any allegations against them;
   3. the intended resolution; and
   4. advice that the Member may, at the meeting and before the passing of the resolution, have an opportunity to give, orally or in writing, any explanation or defence they think fit.
3. Any Member referred to in rule 3.8(a) may, by notice in writing lodged with the Secretary at least 24 hours prior to the time for holding the meeting at which the resolution is to be considered by the Board, elect to have the question dealt with by a mediator elected by the Chair of Resolution Institute or its nominee.
4. The role of the mediator is to assist in negotiating a resolution of the matter and, if agreed by the parties, make a decision that is binding on the Company and the relevant Member.
5. The Member and the Company must bear their own costs incurred under the procedures under this rule 3.8. The costs of any mediator must be borne by the Member.

 

3.9 Effect of Cessation 

A Member who ceases to be a Member continues to be liable for all moneys due by them to the Company and the Guarantee (if required by rule 3.3).

 

10. Membership Fees

1. The Directors may require the payment of fees by Members in the amounts and at the times as the Directors decide. The Directors may make fees payable for one or more classes of membership for different amounts and at different times. The Directors may revoke or postpone payment of fees or extend the time for payment of fees.
2. The Company must give Members at least 10 Business Days' notice of fees payable by Members. A notice of fees must be in writing and specify the amount of the fee, and the time and method of payment of the fee. A fee is not invalid if a Member does not receive notice of the fee.
3. A Member must pay to the Company the amount of each fee levied on the Member in accordance with the notice of the fee.
4. A Member must pay to the Company interest at the rate of 10% per annum on any fee which is not paid by the time for payment, from the time for payment to the time of actual payment. The Directors may waive payment of all or any part of an amount payable under this rule 3.10(d).
5. The Company may recover an amount due and payable under rules 3.10(c) and from a Member by commencing legal action against the Member for all or part of the amount due.
6. The debt due in respect of an amount payable under rules 3.10(c) and 3.10(d) is proved by evidence that the name of the Member sued is entered in the register and there is a record in the minute books of the Company of the resolution requiring payment of the fee.