Constitution

 

CONSTITUTION

AUSTRALIAN INSTITUTE OF CONVEYANCERS

W.A. DIVISION INC.

 

Index

1. Definitions
2. Headings
3. Name
4. Objects
5. Income and Assets
6. Purposes
7. Members
8. Special Cases
9. Fees and Subscriptions
10. Certificates
11. Designation
12. Resignation of Members
13. Regulation of Conduct
14. Reinstatement of Membership
15. Register of Members
16. General Meetings
17. Notices
18. Proceedings at General Meetings
19. Votes of Members
20. Council
21. Powers and Duties
22. Election of Council
23. Proceedings of Council
24. Chief Executive Officer / Executive Officer
25. The Seal
26. Payments and Deposits
27. Audit of Accounts
28. Privileged Communication
29. Indemnity
30. Interpretation of Constitution
 

1. DEFINITIONS

The following words and expressions in this Constitution have the meanings hereby assigned to them unless such meanings are excluded by or are repugnant to the context or subject matter:
“Act” means the Associations Incorporation Act 1987 (WA).
“Book” includes any account deed writing or document or any other record or information however compiled recorded or stored.
“Business Day” means a day that is not a Saturday, Sunday or gazetted Public Holiday in Western Australia.
“By Laws” means the laws made under this Constitution.
“Chief Executive Officer” or “Executive Officer” means a person appointed pursuant to this Constitution to a salaried position as the Chief Executive Officer or Executive Officer to the Institute.
“Conveyancing Clerk” means any natural person engaged in the practice of arranging and facilitating the settlement of any real estate or businesses transaction, not being the licensee in bona fide control.
“Council” means the Council of the Institute elected in accordance with this Constitution.
“Councillor” or “Council Member” means a Member of the Council of the Institute.
“Division Area” means the State of Western Australia.
“Financial Year” means the period commencing on the 1st day of July in any year and ending on the 30th day of June in the next following year.
“General Meeting” means a General Meeting of the Members of the Institute lawfully convened and held in accordance with this Constitution.
“Institute” means the Australian Institute of Conveyancers W.A. Division Inc.
“Journal” means any journal adopted by the Council as the official journal of the Institute whether published in print or electronic form or otherwise.
“Member” means a member of the Institute.
“Month” means calendar month.
“poll” means voting conducted in a written form (as opposed to a show of hands).
“Prescribed Examination” means any examinations prescribed by the Council for admission of members or for a change of status or the achievement of some other designation or award in accordance with this Constitution.
“President” means the President of the Institute elected in accordance with this Constitution.
“Register” means the Register of Members of the Institute kept pursuant to this Constitution.
“Registered Post” means any system of secure mail delivery which requires a signed receipt from the addressee on delivery of the item.
“Remove” means to record the termination of an individual’s membership of the Institute on the Membership Register.
“Rules” means the principles set out in this Constitution.
“Seal” means the Common Seal of the Australian Institute of Conveyancers W.A. Division Inc.
“Secretary” means the Secretary or Executive Officer or Chief Executive Officer or Administrative Officer of the Institute as applicable from time to time and appointed in accordance with this Constitution
“Settlement Agent” or “Conveyancer” means a natural person who is a Licensed Settlement Agent in accordance with the Settlement Agents Act 1981.
“Special Resolution” means:
with respect to a Council Meeting, a Resolution passed by a majority of not less than 75% of the votes cast at the meeting of the Council.
with respect to a General Meeting, the same as defined under the Associations Incorporation Act 1987 or succeeding Acts of Parliament of Western Australia.
“Treasurer” means the Treasurer of the Institute appointed in accordance with this Constitution.
“Vice President” means the Vice President of the Institute elected in accordance with this Constitution.
“Written” and “in Writing” includes the modes of representing and reproducing words in a visible form.
 

2. HEADINGS

In this Constitution headings are for ease of reference only and do not affect the interpretation of this Constitution and unless the contrary intention appears”
(a) words importing the singular include the plural and vice versa
(b) words importing gender include the other genders
(c) words importing persons include corporations and organizations whether incorporated or not; and
(d) subject to this Constitution words and expressions defined in Law have the same meaning in this Constitution.
 

3. NAME

The name of the association is the Australian Institute of Conveyancers W.A. Division Inc. .
 

4. OBJECTS

The objects for which the Institute is established are:
(1) To support, advance and protect the character and interests of the Western Australian conveyancing profession generally and more particularly the members of the Institute.
(2) To provide continuing professional development programs for the Western Australian conveyancing profession generally and more particularly for the benefit of the members of the Institute.
(3) To promote ethical, honourable and professional practice to repress unethical and malpractice to settle disputed points of practice between both members and non-members of the Institute.
(4) To consider all questions affecting the interests of the members of the conveyancing profession of Western Australia and to initiate, promote, consider and, if necessary, petition Parliament and organise deputations in relation to measures for the protection and the advancement of the conveyancing profession of Western Australia, whether legislative or otherwise, affecting the profession and to procure improvements and promote uniformity in the principles, methods and practices of the profession.
(5) To encourage study in the conveyancing profession in Western Australia and for that purpose to donate and to encourage the donation on such terms and conditions as may from time to time be determined or prescribed of a prize or prizes or other rewards or distinctions.
(6) To promote information on the conveyancing profession of Western Australia and other subjects of interest or value by discussion and correspondence with the public and other bodies and individuals.
(7) To carry on or engage in any other activity or undertaking or project which may be considered by the Institute. To be capable of furthering the objects of the Institute.
(8) To affiliate with, communicate with or enter into other relations with other institutes, associations or societies having similar objects and purposes whether relating to the conveyancing profession of Western Australia or other relevant activities and to co-operate with any such bodies and to procure from any such bodies any such information as may be considered favourable to forwarding the objects of the Institute or the conveyancing profession of Western Australia.
(9) To affiliate with or enter into any agreement or arrangement for union of interests, co-operation or otherwise with any body corporate or unincorporated having objects of like nature to those of the Institute for the direct purpose of advancing the objects of the Institute.
(10) To enter into any arrangements with any federal, state or local government authorities or otherwise that may be considered conducive to forwarding the objects of the Institute or the conveyancing profession of Western Australia and to obtain from any such government or authority any rights privileges or concessions which the Institute may think desirable to obtain and to comply with any such arrangement, right or privilege and concession.
(11) To do all such other things that are incidental to or conducive to the attainment of the above objects and to the advancement of the interests of the Members and the conveyancing profession of Western Australia.
(12) To provide relief to distressed members and former members who find themselves destitute or in necessitous circumstances, or experiencing hardship, through funding from charitable proceeds collected for and on behalf of the Australian Institute of Conveyancers WA Division Inc..
(13) The intention is that the objects expressed in the above paragraphs shall in no way be limited or restricted by reference to or inference from the terms of any other paragraph or the name of the Institute.
 

5. INCOME AND ASSETS

The income and property of the Institute shall be applied solely towards the promotion and advancement of the objects of the Institute as described in this Constitution and no portion of it shall be transferred directly or indirectly by way of dividend, bonus or otherwise howsoever by way of profit to the persons who at any time are or have been:
(1) Members by way of transfer to them in their capacity as Members or to any person claiming through any of them.
(2) the elected office bearers, councillors or board members of the Institute must approve all payments paid howsoever to any person who at any time are or have been a Member.
(3) The Institute shall pursue purposes, which directly or indirectly support, protect and advance the character, status and interests of the Members and of the conveyancing profession of Western Australia and shall apply its income in promoting those purposes.
(4) Every Member undertakes to contribute to the assets of the Institute in the event of the same being wound up during the time that he or she is a Member or within one year of he or she resigning as a Member, for the payment of its debts and liabilities contracted before the time he or she ceases as a member and of the costs charges and expenses of winding up same and for the adjustment of the rights of the contributors amongst themselves and such amount as may be required not exceeding $100.00.
(5) If upon the winding up or dissolution of the Institute there remains after the satisfaction of all its debts and liabilities any property whatsoever, the same shall not be paid or distributed amongst the Members or former Members, but shall given or transferred to another association or associations incorporated under the Act that have objects similar to the objects of the Institute such association or associations shall be determined by the Members at or before the time of the winding up or dissolution.
 

6. PURPOSES

The Institute is established for the purposes set out in Clause 4.
 

7. MEMBERS

(1) In addition to existing Members those persons who may thereafter be admitted to the Membership in accordance with this Constitution and shall have their names entered into the Register and shall be allocated a status and placed on the Membership Register shall be a Member.
(2) There shall be the following classes of membership namely:
(a) Full Member;
(b) Honorary Member;
(c) Life Member;
(d) Affiliate Member;
(e) Student Member;
(f) Retired Member;
(g) Corporate Member; and
(h) Any other such class of Member as the Council of the Institute shall from time to time determine. A Member’s status shall be determined by the class of membership that he or she is listed under.
(3) Subject to these Rules:
(a) full membership shall be open to any natural person not being a Solicitor or Legal Practitioner who is and remains the holder of a Real Estate Settlement Agents License or a Business Settlement Agents License in accordance with the Settlement Agents Act 1981 or is licensed and remains so licensed under any statutory modification amendment or any re-enactment thereof for the time being in force.
(b) An Honorary Member of the Institute is a Member who the Council may appoint from time to time and shall be entitled to all the privileges of a Full Member other than being a member of the Council and shall not be liable for payment of any subscription of the Institute.
(c) Life Membership may be granted to a Member who shall have given long and continuous service and or outstanding meritorious service to the Institute. The appointment of a Member as a Life Member may be made at a General Meeting upon the recommendation of the Council after due notice of the resolution for such appointment has been given to the Meeting. A Life Member shall not be liable to pay any annual subscription but shall retain full membership rights.
(d) An Affiliate Member may be any natural person who is interested in the affairs of the Institute.
(e) A Student Member shall be a natural person who is undertaking a course of study , the satisfactory completion of which may allow such person to have attained the educational qualification to become a Licensed Settlement Agent or Licensed Business Settlement Agent.
(f) Any natural person who was previously a Member of the Institute in any category and has ceased to practice or be employed in the profession or associated industry may maintain membership upon the payment of a fee equal to that of a Student Member and shall be known as a Retired Member.
(g) Any corporation, firm, partnership or sole trader, the licensee being a full member of the Institute and having any other person(s) employed as a conveyancing clerk, such person(s) being licensed or unlicensed and not being a member of the Institute, such corporation, firm, partnership or sole trader upon having paid the prescribed membership fee shall be known as a Corporate Member.
A corporate member shall have the privilege of promoting itself as a Member - and may reproduce the logo of the Institute on all stationery, printed material, correspondence, advertising and signage along with any other such distinction of merit so awarded by the Council.
A Student Member, an Affiliate Member, Corporate Member, Honorary Member and a Retired Member shall be entitled to attend General Meetings but shall not be eligible to vote thereat, shall not be eligible for election to membership of the Council and shall not be eligible to exercise a vote at any election under these Rules.
(4) The Council may by Special Resolution confer upon any Member who in the opinion of the Council expressed by Special Resolution has rendered such service to the Institute which would entitle him or her the distinction of “Ambassador” of the Australian Institute of Conveyancers W.A. Division Inc. The name of the Member so entered on the Membership Register along with his or her status shall have the endorsement of “Ambassador” as recognition of such distinction so awarded.
(5) An applicant for admission to the membership of the Institute or for a change of status shall comply with the requirements of the Constitution and By Laws and also comply with any such other conditions and possess and have such qualifications, and or experience as the Institute may prescribe either generally or in a particular case.
(6) Every applicant shall apply for membership in such form and manner and pay such fees at such times, in such manner and to such person as the Institute may from time to time prescribe and shall agree that if admitted as a Member he or she will be bound by the provisions of the Constitution of the Institute and of the By Laws regulations, codes and pronouncements of the Institute then in force or which may thereafter from time to time be in force.
(7) The Council may in its sole discretion and without being required, obliged or requested to assign any reason whatsoever refuse to accept any application for admission to the membership of the Institute or for a change of status of a Member and may in a like manner refuse to admit any applicant or may refuse to renew the membership of any Member of the Institute when such membership is so due for renewal.
(8) The Institute may by Special Resolution dispense with all or any of the requirements of these clauses and By Laws regarding admission and admit any person to the membership of the Institute in such status as it thinks fit or grant a change in status to any Member if:
(a) the person or Member has extensive experience in the conveyancing profession;
(b) that person or member has rendered valuable service in advancing the interests of the conveyancing profession; or
(c) for any special reason the Institute deems sufficient.
 

8. SPECIAL CASES

(1) A member of any body comprised of members of the conveyancing profession or any other body of professionals or group which the Institute by Special Resolution thinks fit to recognise may be admitted to the membership of the Institute on such terms and conditions as may from time to time be prescribed by the Institute.
(2) The Institute may by Special Resolution, admit all or any persons who are members of another body comprised of members of the conveyancing profession or any other body of professionals or group in any state or territory of the Commonwealth of Australia to the membership of the Institute.
 

9. FEES AND SUBSCRIPTIONS

(1) The Institute:
(a) shall prescribe the fees payable by applicants for admission to the membership of the Institute or for a change of status.
(b) shall prescribe annual subscription payable by the Members of the Institute and may for special reasons prescribe different rates of subscription payable by Members of the same status.
(c) May impose upon a Member or any other person a fee for any service provided or any cost incurred by the Institute or for any other reason it may determine.
(2) The Institute may for reasons it considers adequate and upon such terms as it deems appropriate excuse any Member for such period as it thinks fit from payment of subscription and or fees in whole or in part and the Member so excused shall be deemed to remain a Member with the privileges and duties of a Member.
(3) Every person who becomes entitled to admission as a Member shall before his or her name is entered into the register and before he or she becomes entitled to the privileges of membership pay his or her first annual subscription and such other fees or charges as may be imposed by the Institute and shall so long as he or she continues as a Member pay annual subscriptions and such fees as may be imposed by the Institute. Every Member seeking a change in status shall pay such additional fee for the year then current as may be prescribed.
(4) Any person admitted as a Member or whose status is changed after the thirty first day of December in any financial year may be entitled to a pro rata reduction of his or her subscription as may be determined by the Institute at its sole discretion.
(5) Subject to Clause 9(2) the annual subscription shall be due and payable by each member of the Institute on the first (1st) day of July in each year.
(a) Should a Member’s subscription not be paid by the thirtieth (30th)day of November in each year or any other such date as may be determined by the Institute notice of such fact shall be sent to him or her by the Institute and if he or she omits or neglects to pay his or her subscription within one calendar month after the date of such notice his or her name may with the authority of the Institute be removed from the register and from such date of removal he or she shall forfeit his or her membership but without prejudice to the right of the Institute to recover the arrears including the subscription for the current year and his or her certificate or certificates of membership of the Institute.
(b) Should a Member fail to make payment of any fee or charge other than a subscription imposed by the Institute within three months of the receipt of notice of such fee or charge the Institute may remove or suspend the Member’s rights and privileges for such time as it deems appropriate.
(c) Without prejudice to the Institute’s right to recover any such fee or charge, should a Member referred to in Clause 9(5)(b) not pay the fee or charge, the Institute may add the same to the annual subscription payable in respect to the following subscription year and such failure to pay shall be deemed a failure to pay the subscription in terms of Clause 9(5)(a).
 

10. CERTIFICATES

(1) A certificate of membership under seal of the Institute signed by any two of the PRESIDENT, the VICE PRESIDENTS, any one Institute Councillor and/or the Chief Executive Officer/Executive Officer whose signatures may be printed reproductions shall be issued to a Member upon admission to the Institute or upon change of status within the Institute such issue shall be recorded in a register kept for that purpose. Notwithstanding clause 72 the seal of the Institute may be affixed to a certificate of membership without the authority of the Institute and may be a printed reproduction of the seal of the Institute.
(2) Each certificate of Membership shall remain the property of the Institute and the Council may at any time call for and compel its production and delivery and may alter or amend the certificate or issue a new certificate in lieu thereof.
(3) Any person ceasing to be a Member shall upon demand in writing from the Institute return his or her certificate of membership to the Institute for cancellation.
(4) If any person neglects or refuses to return a certificate the Institute may commence and maintianlegal or other proceedings for its recovery.
(5) A Member shall not make or allow to be made any photographic or other imitation of his certificate of membership.
(6) Should a certificate be defaced lost or destroyed it may be renewed on payment of such fee (if any) and on such terms (if any) as to evidence as the Institute thinks fit.
 

11. DESIGNATION

(1) A Member may use after his or her name the words or letters specified in the Constitution and By Laws.
(2) A Member shall not use in conjunction with the words or letters indicating his or her membership of the Institute any other words or letters after his name indicating his or her membership of any other body of Conveyancers without authorisation by the Council of the Institute.
(3) A member who is in partnership with a person who is not a member of the Institute or who practices through the medium of a company or a trust with such a person may not use any words or letters in any manner whatsoever which may tend to indicate that all the partners in the firm or all the directors of the company or trustees of the trust are members of the Institute.
 

12. RESIGNATION OF MEMBERS

(1) A Member wishing to resign his or her membership shall forward his or her written resignation to the Institute. The Member shall return his or her certificate or certificates of membership and shall pay all monies owing to the Institute whereupon his or her resignation shall be accepted PROVIDED THAT no resignation shall be accepted from a Member against whom a complaint has been lodged in terms of clause 13(2) until any disciplinary procedure has been completed in accordance with that clause.
(2) Notwithstanding non-compliance with sub clause (1) the Institute may accept the resignation of a Member. Acceptance of a resignation by the Institute shall not relieve that Member from compliance with sub clause (1).
(3) Following the acceptance of the resignation of any Member by the Institute the Institute shall cause the Member’s name to be removed from the register.
(4) The distinction of Honorary Member, Life Member or Ambassador may for such cause as the Institute thinks fit, be forfeited by Special Resolution and the Member concerned shall thereupon cease to be listed on the Register.
 

13. REGULATION OF CONDUCT

(1) The Institute may regulate the conduct of its Members. It may make by-laws and issue pronouncements for the inculcation of sound practice, the promotion of the interest of Members of the Institute and the prevention of illegal and dishonourable practices and it may prohibit whatever acts in that regard it thinks fit. It may investigate the conduct of Members and provide penalties (including forfeiture of membership) for those Members who commit a breach thereof or who have not observed the provisions of this Constitution, the By Laws or any applicable pronouncements, codes or rules as amended from time to time.
(2) If in the opinion of the Institute a person while a Member of the Institute whether acting as a Conveyancer or otherwise has:
(a) been guilty of a breach of the Constitution, By Laws or standards of practice or professional conduct or the technical or ethical standards required by the Institute to be observed or any code of conduct, profession schedule or joint statement;
(b) been guilty of:
(i) dishonourable practices in any profession or undertaking; or
(ii) conduct derogatory to or which is not in the best interests of the Institute or its Members;
(c) failed to observe a proper standard of professional care, skill or competence.
(d) obtained admission to the Institute or any other professional body recognized by the Institute by improper means;
(e) ceased to hold the necessary qualifications for membership of the Institute;
(f) become insolvent pursuant to the provisions of the Bankruptcy Act or any like law outside of Australia;
(g) when conducting a practice by the medium of a company a resolution for the voluntary winding up of such company has been passed by its creditors or a winding up order has been made in respect of it by a court of law or a compromise or scheme or arrangement between such company and its creditors or a class of creditors has been agreed to or has been approved by a court of law or a receiver has been appointed of it or any of its assets or undertakings;
(h) before any court of law in any jurisdiction in Australia or elsewhere pleaded guilty to, or been found guilty of, any criminal offence which has not been set aside by appeal;
(i) in any civil proceedings in any court of law in any jurisdiction in Australia or elsewhere, been found to have acted dishonestly and such finding has not been set aside on appeal.
(3) The Institute may impose on that person any one or more of the penalties set out in sub clause 13(4).
(4) The following penalties may be imposed by the Institute in accordance with sub clause 13(3):
(a) Forfeiture of membership.
(b) Suspension from membership for any period not exceeding five (5) years and on such terms and conditions as to resumption of membership as the Institute may prescribe;
(c) A fine not exceeding the amount set by the Institute and subject to clause 13(19) in default of the payment of the fine within the time prescribed by the Institute, forfeiture of membership;
(d) Censure with or without publication of the Member’s name;
(e) Admonishment without publication of the Member’s name;
(f) Severe reprimand with publication of the Member’s name;
(g) Cancellation or suspension of the Member’s membership of the Institute for such period and upon such terms as the Institute may impose;
(h) A direction that a notation be made on the Member’s file recording the offence and showing that no further penalty awarded;
(i) A direction requiring the removal of all the Institute signage and designation from that Member’s advertising material;
(j) A direction to undertake a form of practice review to be defined by the Institute; or
(k) Such other penalty as the Institute deems appropriate in the circumstances.
(5) If in the reasonable opinion of the Institute a Member is:
(a) in serious breach of Clause 13(2)(b) and/or (d); or
(b) in breach of either Clause 13(2)(f),(g),(h) and (i) or any serious breach of any statutory authority
the Institute may suspend the membership of such Member with immediate effect pending a subsequent hearing at the discretion of the Institute by a tribunal of one or more persons or a disciplinary committee of three or more persons.
(6) Where a Member has had his or her membership suspended or forfeited by the Institute, a disciplinary committee or tribunal, the Institute or that committee or tribunal may impose such terms and conditions for the lifting of that suspension or reinstatement of membership as it or they deem appropriate in the circumstances.
(7) (a) A Member against whom a charge or charges under this clause have or has been sustained may be required to pay all or any of the costs reasonably incurred by the Institute in the investigation and determination of the matter, except where the Member has lodged an appeal and in such cases the Member may be required to pay such costs on the rejection of such appeal. In default of such payment within 30 days or such further period as the Institute may allow, he or she shall forfeit his or her membership;
(b) The provisions of Clause 13(7)(a) in relation to forfeiture of membership shall not apply to the determination of a one-person tribunal.
(c) No appeal shall lie in respect to forfeiture of membership arising from the operation of Clause 13(6) or the failure to pay costs pursuant to Clause 13(7)(a) or the operation of Clause 13(10).
(8) A Member whose membership is suspended shall continue to pay all fees and subscriptions and shall be subject to the Constitution and By Laws relating to the obligations upon a member during the period of his suspension but subject to Clause 16(5) shall cease to enjoy any of the rights or benefits conferred on Members by this Constitution and By Laws.
(9) A person whose membership has been forfeited shall cease to be a Member and his or her name shall, subject to these By Laws be removed from the Register and he or she shall return his Certificate or Certificates of Membership of the Institute forthwith.
(10) A Member who is suspended or has resigned may be declared to have forfeited his membership if after suspension or resignation he or she fails to deliver up with or without demand his or her Certificate or Certificates of Membership of the Institute to the Institute.
(11) The Institute may appoint Members and non Members to any tribunals, committees or panels forming part of the disciplinary and investigative structure of the Institute as the Institute may deem expedient from time to time.
(12) The Institute may delegate to any committee or tribunal or other designated person all or any of the powers conferred on it by clauses 13(1), 13(2) and 13(18).
(14) Except in the case of a hearing before a one person tribunal where no representation shall be permitted a Member shall be given the opportunity of being heard by him or her self, his or her solicitor, counsel or by some other on his or her behalf and of presenting such evidence as he or she may desire.
(15) The proceedings at every such meeting shall be conducted in such a manner as the Institute may from time to time prescribe.
(16) The Institute, a disciplinary committee or an appeals committee may itself engage a solicitor with or without counsel to assist in such matters.
(17) The Institute or an investigation committee may engage a solicitor with or without counsel to assist its representations at such meetings.
(18) Neither the Institute nor any member of any committee, tribunal, panel or any authorised officer shall be under any obligation to disclose to the Member concerned or any other Member the source of any information giving rise to such proceedings.
(19) Any Member against whom any finding has been made or upon whom any sanction has been imposed shall be given notice in writing of the finding or penalty by personal service to the Member or by posting it to him by registered post. A Member shall be deemed to have received the said notice on the day of delivery if personally served or three (3) days after the day of posting, if posted.
(20) A Member against whom any finding has been made or any penalty or costs imposed may appeal that finding, penalty or imposition of costs to the Institute within thirty (30) days after the notice of the finding is deemed to have been received by him or her. The appeal shall be in writing and addressed to the Institute and shall state the grounds of appeal.
(21) Notwithstanding sub clause 13(6), a notice of appeal shall operate as a stay of proceedings.
(22) A Member whose appeal is unsuccessful shall pay to the Institute all or any costs or expenses reasonably incurred by the Institute in connection with the hearing of the appeal.
(23) The Institute may publish in any manner it shall deem fit, the name of a Member whose conduct has been regulated under Clause 13(1) the nature of the charge sustained against him or her the penalty imposed or costs awarded against the Member or both.
(24) All or any certificates of the Institute held by a Member who is affected by the decision of a disciplinary committee or an appeals committee shall, in either case, be delivered to the Council of the Institute.
When a person ceases to be a Member his or her name shall be removed from the Register.
 

14. REINSTATEMENT OF MEMBERSHIP

(1) Subject to any terms and conditions imposed pursuant to Clause 13(5) a person whose name has been removed from the Register under this Constitution may apply to the Institute at any time for reinstatement.
(2) Subject to Clause 13(5) the applicant may be reinstated upon such terms and conditions and upon providing such information and explanation as the Institute may deem fit.
(3) If the Institute rejects an application for reinstatement it shall give notice of its decision in writing by personal service upon or by Registered Post to the applicant. A person shall be deemed to have received the said Notice on the day of service or if posted three (3) days after the day of posting.
(4) (a) within thirty (30) days from the date on which the notice of the decision is deemed to have been received by him or her, the applicant may give written notice of appeal against such decision.
(b) Such Notice shall be addressed to the Institute and shall state the grounds of appeal and such appeal shall be heard by the Institute.
(5) (a) Should a Member be suspended from membership for a period greater than one (1) year he or she may at any time after the expiration of one (1) year from the date of completion of the disciplinary process apply to the Institute for lifting or variation of the period or terms of such suspension.
(b) The Institute may impose such terms and conditions on any variation of a Member’s suspension as it deems appropriate having regard to the circumstances of the case.
(c) No appeal shall lie from the determination of the Institute.
 

15. REGISTER OF MEMBERS

(1) The Institute shall keep a Register of all the Members.
(2) The Register shall set out the status of each Member and shall contain such further particulars as may form time to time be prescribed by the Institute.
(3) Every Member shall furnish the Institute with all required information to enable it to compile a record of the qualifications and experience of the Members in accordance with this Constitution or any other information relevant to membership of the Institute.
(4) The name and designation of a person or both shall not be entered in nor removed from the Register of Members except with the authority of the Institute nor shall a name of a Member be removed from the Register, nor the status therein be changed except on the like authority or by operation of this Constitution or by-laws.
 

16. GENERAL MEETINGS

(1) A General Meeting to be called an Annual General Meeting of the Institute shall be held in addition to any other meetings no later than the 31st day of October in every year at such time and at such place as the Council of the Institute shall from time to time decide unless the Council of the Institute permits the general meeting to be held at such later month as the Institute shall from time to time decide.
(2) The business of an Annual General Meeting shall be to receive and consider the report of the Institute for the preceding year, to announce the result of elections of members of the Council and consider any other business relating to the activities of the Institute which may be raised at the meeting.
(3) (a) The Council may whenever it thinks fit, convene a general meeting, and subject to the law shall on requisition of not less than one third of the Members forthwith convene a general meeting.
(b) This meeting shall be held at such place as the Council of the Institute shall appoint.
(4) A Member wishing to bring before an Annual General Meeting any motion or business not being the ordinary annual business of the Institute shall give notice thereof in writing to the Council not less than six (6) weeks before the day of the meeting and such notice shall be signed by not less than ten (10) members. No motion or business (other than business brought forward by the Institute) shall come before the meeting unless notice thereof has been given in accordance with this clause.
 

17. NOTICES

(1) (a) Not less than twenty one (21) clear days notice of every General Meeting shall be given to Members in the manner hereby provided or in such other manner (if any) as may be prescribed by the Institute in a General Meeting the notice shall specify the place day and hour of the meeting and the general nature of the business to be dealt with.
(b) Not less than twenty one (21) clear days notice of every General Meeting at which it is proposed by the Institute to pass a Special Resolution shall be given to the Members in the manner herein provided or in such manner (if any) as may be prescribed by the Institute in a General Meeting. The notice shall specify the place, day and hour of the meeting and the intention to propose the resolution as a Special Resolution.
(2) All notices may be served upon a Member either personally, by e-mail, by facsimile, or by sending the same through the post in a prepaid envelope or wrapper addressed to the Member at his or her address, e-mail address or facsimile number as entered in the Register or provided by the Member to the Institute. Where due to unforeseen circumstances or delays however occurring and subject to the law, if such service if not possible then all notices may be served by advertisement in at least one (1) daily newspaper in Perth, Western Australia if such notice is intended for all Members.
(3) Notice of a meeting of the Institute shall be deemed to be sufficiently given Notice thereof be published in the Journal.
(4) Notwithstanding anything contained in Clauses 30 and 31 a notice of a General Meeting of the Institute specifying the intention to propose a resolution as a Special Resolution shall be served by sending the same through the post in a prepaid envelope or wrapper addressed to each Member at his or her address as entered in the Register. Notice in the Journal forwarded to each Member shall constitute sufficient notice within the meaning of this clause.
(5) Any notice sent by post shall be deemed to be served three (3) days following that on which the envelope or wrapper containing the notice is posted and in providing such service it shall be sufficient to prove that the envelope or wrapper containing the notice was properly addressed and put into a post office and a certificate in writing signed by any one of the Council or the Chief Executive Officer/Executive Officer of the Institute that the envelope or wrapper containing the notice was so addressed and posted and setting the date of such posting shall be conclusive evidence thereof. Any
notice given by advertisement shall be deemed to be served on the day of issue of the newspaper in which the advertisement appears.
 

18. PROCEEDING AT GENERAL MEETINGS

(1) The quorum for a General Meeting of the Institute shall be twenty (20) Members present either in person or by proxy and entitled to vote and no business shall be transacted at any General Meeting unless the requisite quorum is present for commencement of business.
(2) The President or in his or her absence one of the Vice Presidents of the Institute or in his, her or their absence a Councillor of the Institute to be chosen by the Members present or in the absence of all the Councillors of the Institute a member chosen by the members present shall be entitled to take the chair at every General Meeting except the Annual General Meeting of the Institute. In the case of the Annual General Meeting the immediate past president and in his or her absence the first mentioned provisions shall apply.
(3) If a quorum is not present within fifteen (15) minutes of the time appointed for the meeting:
(A) where the meeting was convened upon the requisition of Members, the meeting shall be dissolved; or
(B) in any other case:
(i) the meeting stands 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) at the same time and place as the Chairperson of the meeting may appoint; and
(ii) If at the adjourned meeting a quorum is not present within fifteen (15) minutes from the time appointed for the meeting:
three (3) Members personally present or by proxy shall constitute a quorum; or
where three (3) Members are not present, the meeting shall be dissolved.
(4) In case of an equality of votes, the Chairperson of the meeting shall have a second or casting vote.
(5) (A) At any meeting a resolution put to the vote of the meeting shall be decided by a show of hands.
(B) A declaration by the Chairperson that a resolution has on a show of hands been carried or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the minute book of the Institute shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.
(6) (A) The Chairperson of a meeting may with the consent of any meeting at which a quorum is present, and shall if so directed by the meeting, adjourn the meeting form time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
(B) When a meeting is adjourned for thirty (30) days or more, notice of the adjourned meeting shall be given as in the case of an original meeting.
(C) Except as provided by sub clause (2) it is not necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.
 

19. VOTES OF MEMBERS

(1) Subject to the provisions of Clause 19(6) on a show of hands every Member present in person and entitled to vote shall have one vote and upon a poll every Member present in person or by proxy or by attorney and entitled to vote shall have one vote.
(2) Votes may be given personally or by proxy or by attorney as hereinafter provided.
(3) (a) An instrument appointing a proxy shall be in writing. Such instrument of proxy may be for a specified meeting or any adjournment thereof.
(b) An instrument appointing a proxy may specify the manner in which the proxy is to vote in respect of a particular resolution and, where an instrument of proxy so provides, the proxy is not entitled to vote on the resolution except as specified in the instrument.
(c) An instrument appointing a proxy shall be deemed to confer the authority to demand or join in demanding a poll.
(d) The instrument appointing a proxy whether for a specified meeting or otherwise shall be in the form or to the effect of the form prescribed in the By Laws.
(4) Before being deposited in accordance with Clause 19(6) an instrument appointing a proxy, and the power of Power of Attorney or other authority (if any) under which the instrument is signed or a certified copy of that Power of Attorney shall be submitted to the Council of the Institute and the Institute shall endorse on the instrument a certificate that the appointer is a Member qualified to vote at the meeting or meetings to which such instrument relates.
(5) An instrument in writing appointing a proxy shall not be treated as valid unless the instrument and the Power of Attorney or other authority (if any) under which such instrument is signed or a certified copy of that Power of Attorney, is or are deposited, not less than forty eight (48) hours before the time of holding a meeting or an adjourned meeting at which the person named in the instrument proposes to vote, with the Council of the Institute.
(6) A Member shall not be entitled to vote on any question either personally or by proxy or by attorney at any General Meeting of the Institute or at a poll or in any postal ballot held by the Institute or counted in a quorum if:
(a) he or she is a Student Member, Affiliate Member, Honorary Member, Retired Member or Corporate Member;
(b) his or her subscription or any other fee or charge owing to the Institute is overdue for a period of three (3) months or such other period as has been determined by the Institute.
(7) (a) The Institute may at any time resolve that in lieu of submitting a proposal to a General Meeting it shall submit a resolution or resolutions to Members by means of a postal ballot which ballot shall be conducted as nearly as practicable in the manner set forth herein and the result of such postal ballot shall have the same force and effect as a resolution passed at a General Meeting of Members.
(b) Prior to sending to Members the voting papers the Institute shall appoint five (5) Members to be scrutineers, at least three (3) of whom shall act as such.
(c) The Institute shall cause voting papers to be posted to each Member who would have been entitled if present to vote at a General Meeting at his or her registered address. Such voting papers shall set out any resolutions proposed by the Institute and shall contain full directions as to the meeting and procedures for voting.
(d) Any Member wishing to vote on any resolution must do so by voting in the manner indicated in the direction.
(e) Within seven (7) days after the last day upon which votes can be received pursuant to the directions given in sub clause (3) the scrutineers or at least three (3) of them shall meet and examine the voting papers.
(f) Envelopes containing voting papers may be opened either before or at such meeting of the scrutineers but may only be opened in the presence of at least one (1) of the scrutineers. The scrutineers shall reject the vote of any Member who at the date of such meetings was in arrears for more than three (3) months with any subscription or any other fee or charge prescribed by the Institute or who has failed to observe the directions mentioned in sub clause 3 (unless in their opinion he has clearly indicated the way in which he or she wishes to vote) and they must reject any other vote which in their view ought properly to be rejected.
(g) The scrutineers shall as soon as practicable report the result of the voting to the Institute and shall include in such report a statement of the number of votes rejected by them and the reasons for such rejection. The Institute shall arrange for the result of the postal ballot to be given to Members within a reasonable time after the receipt of such report, whether by publication in the Journal or otherwise. The report of the scrutineers as to the result of the ballot shall be conclusive. A resolution passed by such ballot shall have the same effect as if it were a resolution passed at a General Meeting of Members held on the date of the report of the scrutineers.
(h) For the result of the postal ballot to be given to members within reasonable time after the receipt of such report, whether by publication in the Journal or otherwise. The Report of the scrutineers as to the result of the ballot shall be conclusive. A resolution passed by such ballot shall have the same effect as if it were a resolution passed at a general meeting of members held on the date of the Report of the scrutineers.
 

20. THE COUNCIL

(1) The Council shall consist of eight (8) members each of whom shall also be a Member.
(2) If, due to any unforeseen circumstance a Councillor of the Institute is unable to attend or vote at any meeting of the Council then such Councillor may by writing under his or her hand authorise any other the Councillor to vote for him or her on all questions arising at such meeting or upon any particular question arising at such meeting.
(3) The continuing Councillors may act notwithstanding there is a vacancy in their number provided that not less than four (4) Councillors continue in office.
(4) The office of a Councillor shall ipso facto be vacated if:
(a) He or she ceases to be a Member;
(b) He or she resigns his or her seat on the Council;
(c) He or she is absent from three (3) consecutive meetings without the consent of the Council
(d) He or she becomes insolvent pursuant to the provisions of the Bankruptcy Act or any like law in a place outside Australia;
(e) He or she becomes of unsound mind or a person whose person or estate is liable to be dealt with in any way under law relating to mental health;
(f) His or her subscription is overdue for three (3) months; or
(g) He or she is appointed to any salaried office of the Institute.
(5) Subject to law no the Councillor shall be disqualified from his or her office if he or she is directly or indirectly interested in any contract or proposed contract with the Institute but every Councillor shall disclose such interest to the Council and Councillors shall not vote in respect to any contract in which he or she is so interested.
 

21. POWERS AND DUTIES

(1) Subject to the provisions of the law and of this Constitution and to any resolutions from time to time passed by the Institute in general meeting, the management and control of the Institute and of its funds shall be vested in the Council. In pursuance of this objective, the Council may exercise such powers and do all such acts and things not expressly directed or required to be exercised or done by the Council in general meeting PROVIDED THAT no resolution shall invalidate any prior act of the Institute which would have been valid if such resolution had not been passed.
(2) Without prejudice to the general powers conferred by Clause 21(1) and the other powers conferred by this Constitution, it is hereby expressly declared that the Council shall have the following powers on behalf of the Institute.
(a) It may from time to time make, vary, amend, enlarge, revoke and repeal By Laws, pronouncements, regulations and codes ancillary to but not inconsistent with this constitution on all subjects not expressly reserved for the Institute in General Meeting whether the same is express amongst its powers or not.
(b) It may prescribe conditions or qualifications and experience (in addition to the requisites of this Constitution) for applicants for admission as Members or for persons seeking to hold a certificate recognised by or issued by the Institute and for changes of status of Members, either generally or in any particular case.
(c) It may fund prizes, award scholarships or bursaries to students and set up special funds or make grants for the education, advancement and training of Members, students, practitioners or other individuals or groups as may be determined by the Institute from time to time on such terms as it may think fit PROVIDED THAT the Institute shall not award any prize, award or distinction of monetary value to a Member except as a successful competitor at any competition held or promoted by the Institute or in recognition of any outstanding achievement.
(d) It may at its discretion appoint such officers and agents for permanent temporary or special services as it may from time to time think fit and may determine their duties and fix their salaries or entitlements and may require security in such instances and to such amount as it shall think fit and it may appoint from time to time the bankers and the legal advisors of the Institute. It may also in its discretion remove or suspend such officers and agents.
(e) It may purchase rent or otherwise acquire and furnish suitable premises for the use of the Institute.
(f) It may take cognizance of anything affecting the Institute or the professional conduct of Members and shall have the power to bring before General Meetings of the Institute any matter which it considers material to the Institute and may make any recommendations and take such action as it thinks fit in relation thereto.
(g) It may communicate form time to time with similar bodies and with members of the profession or other profession or group in other places for the purpose of obtaining and communicating information.
(h) It may also negotiate and arrange with other similar bodies for the reciprocal recognition of the status of Members.
(i) It shall each year print and circulate amongst Members a copy of the accounts and a report of the activities of the Institute during the previous year and it may in its discretion print a list of members and such other information as it may deem to be of interest and circulate the same amongst Members.
(j) It may institute, conduct, defend, compound or abandon any legal proceedings by and against the Institute or its officers or otherwise concerning the affairs of the Institute and also may compound and allow time for payment or satisfaction of any debts due or any claims or demands by or against the Institute.
(k) It may refer any claims or demands by or against the Institute or between Members and non-members to dispute resolution and observe and perform every award made as a result of such resolution.
(l) It may make and give receipts, releases and other discharges for moneys payable to the Institute and for claims and demands of the Institute.
(m) If may invest and deal with any moneys of the Institute upon such security and in such manner as it thinks fit and it may from time to time vary and call in such investments.
(n) It may borrow or raise money by bank overdraft or otherwise by the issue of debentures or any other securities founded or based upon all or any of the property and rights of the Institute, or without any such security and upon such terms as to priority or otherwise as it shall think fit.
(o) It may exercise all such powers, privileges and discretions as are not by statute or the constitution expressly and exclusively required to be exercised by the Members in General Meeting.
(p) It may do all such things as it may think necessary, expedient or incidental to the management, regulation and good government of the affairs of the Institute.
 

22. THE ELECTION OF THE COUNCIL

(1) (a) The members of the Council shall be elected by the Members. Each member of the Council so elected shall be a Member who by his or her class of membership be entitled to be elected to the Council
(b) A Councillor shall hold office for a term of three (3) years subject to clause 22(3). At every Annual General Meeting every Councillor who is on the date of the meeting in the third year of his or her term of office shall retire at the close of the Annual General Meeting held during or after the commencement of the third year of his or her term as a Councillor.
(2) At every Annual General Meeting the Members shall fill the vacancies caused by retirements by rotation pursuant to clause 22(1)(b) by electing replacement Councillors of the Institute. The elections shall be conducted in the manner prescribed by the By Laws. Councillors of the Institute so elected shall take office on the close of business of the Annual General Meeting where in their office as a Councillor was declared.
(3) Any vacancy occurring in the Council by the retirement of a Councillor by rotation under Clause 22(1)(b) and not filled pursuant to Clause 22 may be filled by the Council appointing a Member who shall retain office for such period as he or she would have been entitled to retain office had he or she been elected pursuant to Clause 22(1)(b).
(4) If the Members fail at any time to elect Members to fill such vacancies in place of those retiring, the retiring Councillor or such of them that have not had their places filled shall continue in office in every respect as though they had been duly appointed at the time.
(5) Any casual vacancy occurring in the Council may be filled by the Council electing a Member who shall retain his or her office for as long as the vacating Councillor would have retained the office if no vacancy had occurred.
(6) (a) At its first meeting after an election and prior to the Annual General Meeting the elected Councillors shall nominate from their ranks a President, Vice-President(s), the Treasurer and two representatives to the national council of the Australian Institute of Conveyancers (or equivalent body) (“Australian Council”). A Councillor(s) elected to the office of President, Vice-President(s) or Treasurer may also be elected as a representative to the Australian Council. In the event that one or both representatives to the Australian Council cannot be filled from the current elected Council then the Councillors may appoint a former Councillor to fill that position for the next term of one year.
(B) At the close any Annual General Meeting the positions of President, Vice-President(s), Treasurer and any retiring Councillor(s) will be declared vacant. The terms of the newly elected Councillors shall commence and the positions of President, Vice-President(s), Treasurer and representatives to the Australian Council shall be declared.
 

23. THE PROCEEDINGS OF THE COUNCIL

(1) (a) The Council may meet, adjourn or otherwise regulate their meetings as they shall think fit PROVIDED THAT the Council shall meet at least once in every three (3) months. Four (4) of the Councillors shall be sufficient to form a quorum of the Council.
(b) The Council may meet either in person or by telephone or by other means of communication by which all persons participating in the meeting are able to hear and be heard by all other participants. A meeting conducted by telephone or other means of communication is deemed to be held at the place agreed upon by the persons attending the meeting, provided that at least one person present at the meeting was at the place for the duration of the meeting.
(2) A meeting of the Council shall be convened at any time upon the request of any four (4) members of the Council.
(3) Questions at any meeting of the Council shall be decided by a majority of votes recorded and in the case of an equality of votes the Chairperson shall have the casting vote.
(4) At all meetings of the Council, the President shall preside or, in his or her absence, any one of the Vice Presidents or in his, her or their absence a Chairperson shall be elected from amongst the Councillors present.
(5) If a quorum is present, a meeting of the Council shall be competent to exercise all or any of the powers, authorities and discretions vested in it by any Member whatsoever.
(6) The Council may appoint committees from its own Members or from them and other persons including persons who are not Members with such powers as the Council may prescribe provided such powers be not in excess of its own.
(7) All acts done at any meeting of the Council or of a committee appointed by the Council shall not withstanding that it shall afterwards be discovered that there was some defect in the appointment of such body or person acting as aforesaid or that they or any of them were disqualified, be as valid as if such body or person had been duly appointed and was qualified to act.
(8) The Council shall cause to be regularly entered, in books provided for the purpose, minutes of proceedings of their meetings, of meetings of their committees and of a General Meeting of the Institute and of the names of those present at such Institute and committee meetings. The Minutes of any meetings signed by the Chairperson of the succeeding meeting shall be conclusive evidence of the transactions recorded in such Minutes.
(9) (a) Except as otherwise provided by these rules, the Chief Executive Officer/Executive Officer must keep in his or her custody or under his or her control all records, books and other documents relating to his or her position. All other documents relating to the Institute are to be kept by the Council.
(b) A Member may at any reasonable time inspect without charge the books, documents, records and securities of the Institute.
 

24. CHIEF EXECUTIVE OFFICER/EXECUTIVE OFFICER

The Council may from time to time employ any person to the office of Chief Executive Officer and/or Executive Officer of the Institute and may from time to time cancel any such appointment. The Council may fix determine and vary the powers, duties and remuneration of any person so employed. The Chief Executive Officer and Executive Officer shall be entitled to attend meetings of the Council but shall not be an Institute Councillor and shall have no right to vote at such meeting(s).
 

25. THE SEAL

The Council shall provide for the safe custody of the Seal and, subject to Clause 13, the Seal shall only be used in accordance with the authority of the Institute or of a committee of the Institute authorised by the Council in that behalf and every instrument to which the seal is affixed shall be signed by the President or any one of the Vice Presidents and countersigned by a second Councillor or by such other person appointed by the Council for that purpose.
 

26. PAYMENTS AND DEPOSITS

(1) All moneys when received on account of the Institute by the Council shall be paid into the account of the Institute at its bankers or such other financial institution authorised by the Council.
(2) The funds of the Institute shall be applied in accordance with this Constitution subject to any directions that may be given from time to time by the Council.
(a) All Bills of Exchange, Promissory Notes or other negotiable instruments shall be accepted, made, drawn or endorsed for or on behalf of the Institute by one of the Councillors and countersigned by one other Councillors or some other officer appointed by the Council for the purpose.
(b) Notwithstanding the preceding provisions of this clause, any cheque drawn on a bank account of the Institute up to and including a face value of ONE THOUSAND DOLLARS ($1,000.00) may be signed or endorsed on behalf of the Institute by any one (1) officer who has been authorised by the Council for that purpose.
(3) Cheques and other negotiable instruments paid to the bankers or other financial institution of the Institute for collection requiring the endorsement of the Institute may be endorsed by the Chief Executive Officer or by such other officer of the Institute as may be appointed by the Council for that purpose.
 

27. AUDIT OF ACCOUNTS

A qualified auditor, or auditors, or firm of auditors, or combination of auditor or auditors and firm of auditors shall be appointed from time to time as auditor of the Institute.
 

28. PRIVILEGED COMMUNICATION

All communications, correspondence, reports, Minutes and other papers and documents relative to any application to the Institute, or to the admission or advancement of Members, or to complaints or investigations, or to the conduct of, or to proceedings of any committee appointed under the provisions of Clause 23(6), or to the suspension or forfeiture of membership of any Member, or to any proceedings under Clauses 13(2) and 13(17) or as published under Clause 13(22) or as to any of the Institute’s compliance programmes, shall be privileged and confidential and shall not be passed out of the custody of the proper officer nor shall any of the contents be disclosed outside the Institute save on the express authority of the Institute as recorded in the Minutes or save as may be considered necessary by the investigation committee in the course of an interview with the Member or Members concerned or save as required by law or as may be necessary to give the Member notice prescribed by Clause 13(18).
 

29. INDEMNITY

(1) The Institute may indemnify each officer of the Institute out of the assets of the Institute to the relevant extent against any liability incurred by the officer in or arising out of the conduct of the business of the Institute or in or arising out of the discharge of the duties of the officer unless the liability was incurred by the officer through his or her own dishonesty, negligence, lack of good faith or breach of duty.
(2) In addition to Clause 29(1), an officer of the Institute may be indemnified to the relevant extent out of the assets of the Institute against any liability incurred by the officer in or arising out of the discharge of the duties of the officer where the Institute considers it appropriate to do so.
(3) Where the Council considers it appropriate to do so, the Institute may pay amounts by way of premium in respect of any contract effecting insurance on behalf or in respect of an officer of the Institute against liability incurred by the officer in or arising out of the conduct of the business of the Institute or in or arising out of the discharge of the duties of the officers.
(4) In this Clause:
(a) Officer means:
(i) a Councillor of the Institute, executive officer, employee or a member of a committee appointed under these clauses;
(ii) a person appointed as a Trustee by, or acting as a Trustee at the request of the Institute and includes a former officer.
(b) Duties of the Officer includes:
In any particular case where the Institute considers it appropriate duties arising by reason of the appointment, nomination or secondment in any capacity of an Officer by the Institute or to any other body.
(c) To the relevant extent means:
(i) to the extent that the Institute is not precluded by law from doing so;
(ii) to the extent and for the amount that the Officer is not otherwise entitled to be indemnified and is not actually indemnified by another person (including, in particular, an insurer under any insurance policy) and
(iii) where the liability is incurred in or arising out of the conduct of the business of another corporation or in the discharge of the duties of the officer in relation to another corporation, to the extent and for the amount that the Officer is not entitled to be indemnified and is not actually indemnified out of the assets of that corporation.
(d) Liability means:
All costs, charges, losses, damages, expenses, penalties and liabilities of any kind including, in particular, legal costs incurred in defending any proceedings (whether criminal, civil, administrative, or judicial or appearing before any court, tribunal, government authority or otherwise).
(5) No Councillor, auditor or other officer for the time being of the Institute shall be answerable or responsible for any act, receipt, omission, neglect or default of any other person notwithstanding any receipt or other document signed or act done for the sake of conformity or for any loss or damage whatsoever suffered by the Institute unless the loss or damage shall happen through his or her own dishonesty.
 

30. INTERPRETATION OF CONSTITUTION

(1) If any doubt shall arise as to the proper construction or meaning of any of these clauses or of any By Laws, pronouncements or regulations made hereunder or any of them or of any expression used therein the decision of this the Institute thereon shall be final and conclusive provided such decision be reduced to writing and recorded in the Minute Book of the proceedings of the Institute. The headings and marginal notes to this Constitution are to facilitate reference only and do not form part of this Constitution and will not in any way affect the interpretation thereof.
(2) (a) This Constitution, or any other clauses for the time being in force, may be altered, rescinded or repealed and new clauses may be made by the Institute in General Meeting in the manner prescribed by the law. Nothing whether contained in this Constitution or otherwise howsoever shall be construed as implying or creating any privilege, priority or right in favour of any member so as to limit the power of the Institute at any time to alter, rescind or repeal the same and to make new clauses in their place.
(b) No additional alteration or amendments shall be made to or in this Constitution of the Institute for the time being in force unless the same shall have been previously submitted to and approved in accordance with the Act.