Constitution

Constitution of The Grey Company Incorporated.

Last Updated August 2008. 

1 Name of the Association

1.1 The name of the Company shall be The Grey Company Incorporated (in these Rules called "the Company").

2 Interpretation

2.1 In these Rules unless the contrary intention appears –

2.1.1 "absolute majority" means three quarters of the Voting Members present plus one.

2.1.2. "Associate Member" means active Associate member unless specifically stated.

2.1.3. "Act" means the acts as detailed in the by-law section headed "The Act".

2.1.3.5 "Ancient period" means the period before 600AD

2.1.4 "Any Acts" means the acts as detailed in the by-law section headed "Any Acts".

2.1.5 "Armour" means any device which is a device or is a reproduction of a device used during any of the periods as a device principally of bodily defence.

2.1.6 "Battle Practice" means an activity or event conducted in the presence of, and with the consent of, the Captain or Chief Marshal in which Fighting Members engage in simulated combats under the supervision of the Marshals using Weapons and Armour for recreational and artistic purposes in accordance with the objectives of the Company, and includes:

2.1.6.1 activities for the practice of;

2.1.6.2 . public tournaments or displays, whether for rewards or otherwise, of;

2.1.6.3. competitions between Members and groups of Members for the purpose of demonstrating and proving ability in;

The Periods’ combat skills;

2.1.7. "Chairman" means the person presiding at the meeting.

2.1.8. "Dark Ages period" means the period between 600-1100 AD of the area.

2.1.9. "Event" means any meeting or gathering where the Captain and or Captain’s nominee and three or more members are furthering the objectives of the Company in the name of the Company.

2.1.10. "Feast of Mid-Winter" is an Event which takes place at or near the date of the Southern Winter Solstice.

2.1.11. "Fighting Member" means Special event, Ordinary or Honorary Life member who has signed a current waiver unless specifically stated.

2.1.12. "High Council" means that group as detailed in the section Headed "Constitution of the High Council of The Grey Company Incorporated".

2.1.12.5. "Later period" means after 1700 AD

2.1.13. "Marshal" means the Fighting Member or Fighting Members appointed by the Captain or Chief Marshal as responsible, with their consent, for the management or organisation of Battle Practice or Events where Weapons and or Armour are used.

2.1.14. "Medieval period" means the period 1100-1400 AD of the area.

2.1.15. "motion (or amendment) before the Chairman" means the motion (or amendment) under active discussion.

2.1.16. "Ordinary Member" means active Ordinary member unless specifically stated.

2.1.17. "recognised" means recognised by the High Council of the Company.

2.1.18. "Renaissance period" means the period 1400-1700 AD of the area.

2.1.19. "Register" means a list kept by the administrator with details which are required for the smooth implementation of the objectives of the Company.

2.1.20. "Rules" means the Constitution of The Grey Company Incorporated including the by-laws.

2.1.21. "simple majority" means half of the Voting Members present plus one.

2.1.22. "The Applicant" means the person specified in the Schedule;

2.1.23. "The area" means Europe.

2.1.24. "The High Council" means the governing committee of the Company.

2.1.25. "the periods" means the Ancient period, Dark Ages period, Medieval period, Renaissance period and the Later period.

2.1.26. "Voting Member" means Ordinary, Associate or Honorary Life member unless specifically stated.

2.1.27. "Waiver" means the document detailed in the by-laws section headed "waiver".

2.1.28. "Weapon" means any device which is a device or is a reproduction of a device, whether of metal or other materials without sharpened points or edges and as otherwise deemed safe by the Chief Marshal, used during any of the Periods as a device of warfare, combat, defence or training therefor.

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2.2. Reference to any statute in these Rules includes a reference to the statute as amended, modified or replaced and includes orders, ordinances, regulations,

rules and by-laws made under or pursuant to that statute.

2.2.3. Reference to a party includes a reference to its personal representatives, successors and assigns; words importing the singular number include the plural number and words importing the plural number include the singular number; words importing any gender include every gender; where a word or phrase is given a particular meaning in these Rules, other parts of speech and grammatical forms of that word or phrase have corresponding meanings; words importing persons include natural persons, partnerships, trusts and corporations; Part, clause and section headings do not affect the interpretation or construction of these Rules; reference to recitals, Parts, clauses, paragraphs or sections by letter, number or name are references to recitals, Parts, clauses, paragraphs or sections in these Rules; and references to Schedules or By-Laws are references to the Schedules or By-Laws contained in these Rules.

3. Objectives of the Company

3.1. The basic objectives of the Company are:

3.1.1. To promote, research and assist in the promotion and researching of knowledge of the Dark Ages.

3.1.2. To promote, research and assist in the promotion and researching of knowledge of the weapons, armour and costumes of the Dark Ages and their practical use in combat.

3.1.3. To promote the development of the skills of the Dark Ages.

3.1.4. To promote by practical demonstration to non-members of the Company knowledge and skills of the Dark Ages.

3.1.5. To provide a means of collecting, co-ordinating and disseminating information relevant to the knowledge, practice, status and problems of the Dark Ages.

3.1.6. To promote amongst the general public and special groups an understanding of the nature of the Dark Ages.

3.1.7. To encourage the efficient, safe and responsible use of and knowledge of the Weapons and Armour of the Dark Ages.

3.1.8. To promote a respected identity amongst the general public of the practical use of skills of the Dark Ages.

3.1.9. To provide an authoritative voice on matters of concern in regard to the Dark Ages.

3.1.10. To promote and assist in the provision of facilities for the objectives of the Company.

3.1.11. To raise funds for the achievement of the objectives of the Company.

3.1.12. To communicate with other organisations, groups or individuals who share some or all of the objectives of the Company.

3.1.13. To co-operate with other groups with similar aims for any of the periods.

3.1.14. To operate the Company on a non-profit basis to achieve the other objectives of the Company.

3.2. Any additional objectives in the by-laws section headed "Additional Objectives of the Company".

4. Powers of the Company necessary to achieve the Objectives

4.1. The Company shall have and may from time to time exercise the following powers;

4.1.1. To pay all costs charges and expenses of every nature properly incurred from time to time of and incidental to the establishment and conduct of the Company and the carrying into effect of its objectives.

4.1.2. To receive from any person who may desire at any time to further the objectives of the Company gifts or property of any nature whatsoever whether real or personal movable or immovable and wheresoever situated and to receive moneys and property from any other source including sales of tickets, memberships and other rights to participate in Events and functions and to hold and employ all money and property so received and in the unfettered discretion of the High Council to sell call and convert into money all or any such property or so much thereof as does not consist of money and to invest the moneys produced by such sale calling in and conversion and any ready money in such investments as the High Council thinks fit.

4.1.3. To invest and deal with moneys of the Company not immediately required in such manner, with such persons and upon such terms as to repayment or security and whether or not on deposit or in securities or other investments as may be from time to time determined by the High Council.

4.1.4. To purchase, take on lease, build or otherwise acquire and maintain, improve or alter any buildings or other real property or any personal property for the purposes of the Company.

4.1.5. To sell, exchange, lease, mortgage, charge, hire, dispose of or turn to account or otherwise deal with all or any part of the real or personal property of the Company.

4.1.6. To borrow or raise or secure the payment of money in such manner as the High Council thinks fit including the issuing of debentures or debenture stock perpetual or otherwise either unsecured or secured upon all or any of the Company’s property both present and future and to redeem, pay off, discharge, substitute or compromise any such securities.

4.1.7. To appoint, employ and pay officers, employees, servants of, and contractors and consultants to, the Company upon such terms as the High Council from time to time in its discretion thinks fit and from time to time to suspend or dismiss the same.

4.1.8. To enter into negotiations and contracts and rescind and vary contracts and execute and do all such acts deeds and things in the name and on behalf of the Company as the High Council may consider expedient for or in relation to any of the matters referred to in this Clause 4 or otherwise for or incidental to the carrying on of the ordinary business of the Company.

4.1.9. To have and exercise all powers conferred upon the Company under the Act it being intended that the provisions of these Rules shall be considered as an amplification conferred upon such Associations and not in substitution thereof.

4.1.10. To exercise all the rights and powers of a natural person of full age and competency and all rights and powers conferred on the Company by any statutes or rule of law and to do all such things as are in the opinion of the High Council incidental or conducive to the attainment of any or all of the objectives of the Company.

4.2. Provided that nothing herein contained or implied shall authorise or infer any authority to depart in any respect from the strict purposes herein before expressed.

5. Non-Profit

5.1. The income and property of the Company, however derived, shall be applied solely towards the promotion of the objectives and purposes of the Company and no portion thereof shall be paid or transferred, directly or indirectly, by dividend, bonus or otherwise by way of pecuniary profit to any member of the Company. Provided that remuneration may be paid in good faith to officers and employees of and contractors to or of the Company, or other persons in return for services rendered or material supplied to the Company.

6. Membership

6.1. For the purpose of and until the incorporation of the Company the original members of the Company shall consist of those members named in the bylaws section headed "Original Membership of The Grey Company Incorporated". Those members listed as holding office in The Company, including the Captain and Members of the High Council as named in the bylaws section headed "Original Membership of The High Council of The Grey Company Incorporated" shall each of them respectively remain a member and hold office until the first Special General Meeting – Elections.

6.2. Immediately after the incorporation of The Company under provisions of the Act, members of the Company shall be:

6.2.1. The Original Membership of The Grey Company Incorporated and any other person who applies to become a member all of who shall fulfil the requirements of becoming a member as detailed in the Sections Headed "Qualifications of Membership" and "Rights and Obligations of (including fees payable by) members".

7. Classes of Membership

7.1. There shall be six classes of membership:

7.1.1. Ordinary Member

7.1.2. Associate Member

7.1.3. Affiliate Member

7.1.4. Patron Member

7.1.5 Honorary Life Member

7.1.6 Special Event member

8. Qualifications of Membership

8.1. All members shall share the objectives of the Company and have signed the form as detailed in the by-laws section headed "Form for Admission as a Member to The Grey Company Incorporated".

8.2. Ordinary Members shall be persons who:

8.2.1. Are over 18 years of age.

8.2.2. Have signed a waiver.

8.3. Associate Members shall be persons who:

8.3.1. Are over 18 years of age.

8.3.2. Have signed a waiver.

8.4. Affiliate Members shall be persons who:

8.4.1. Share the objectives of the Company and are not entered in another membership Register of the Company.

8.5. Patron Members shall be persons who:

8.5.1. Have been duly nominated in accordance with the constitution section headed "Nomination of Patron Members".

8.6. Honorary Life Members shall be persons who:

8.6.1. Have been duly nominated in accordance with the constitution section headed "Nomination of Honorary Life Members".

8.7.Special Event Members shall be persons who:

8.7.1. Are over 18 years of age.

8.7.2. Have signed a waiver.

8.7.3 Wish to be a fighting member for the duration of a special event or battle practice.

9 Nomination of Patron Members

9.1. A motion passed by a simple majority at a general meeting shall be all the nomination required for a person to be invited to become a Patron Member.

10. Nomination of Honorary Life Members

10.1. A motion passed by a absolute majority at a general meeting shall be all the nomination required for a person to be invited to become a Honorary Life Member.

11 Removal from the Register of Members

11.1. Subject to the provisions of this rule a member may be expelled from the Company by resolution of a special general meeting where it appears that his conduct has been detrimental to the objectives of the Company.

11.2. Detrimental conduct shall include but not be limited to conduct which has:

11.2.1. Exposed the Company to civil or criminal liability;

11.2.2. Exposed the Company to public ridicule or contempt or otherwise prejudiced the conduct of its activities or the satisfaction of its objectives;

11.2.3. Been fraudulent in his dealings with the property of the Company.

11.3. At a special general meeting convened for the purpose of this rule:

11.3.1. No business other than the question of expulsion shall be transacted.

11.3.2. The agenda of the meeting shall include a summary of the alleged grounds for expulsion.

11.3.3. Only those members as detailed in the agenda of this special meeting shall be considered for expulsion.

11.3.4. Evidence of the conduct of the member which is alleged to have been detrimental to the objectives of the Company may be placed before the meeting.

11.3.5. The member shall be heard in his own defence and may present evidence and call persons to testify (whether members of the Company or otherwise) on his behalf.

11.3.6. The members shall vote by secret ballot on the question of whether or not the member should be expelled and if an absolute majority so decide the member shall be expelled and his name removed from all register of the Company and he may not be re-admitted as a member of the Company for a length of time to be decided by the High Council.

11.3.7. Should a member who is being considered for expulsion not be present at the special general meeting then notice shall forthwith be given for another special general meeting and that meeting shall proceed whether the member is present or not. At that meeting any person may speak in defence of the member being considered for expulsion and shall be able to call persons to testify (whether members of the Company or otherwise) or submit evidence.

11.3.8. Should a member being considered for expulsion not be present the remainder of the business of the meeting will continue.

11.4. A member may be marked as non-active on the register of members if they:

11.4.1. Fail to pay all fees and arrears twenty one days after the Administrator has forwarded to them notice that they are in arrears.

11.4.2. Ask that they be so marked.

11.5. A member who is non-active shall be treated as if they are not a member of the Company.

12 Rights and Obligations of (including fees payable by) members

12.1. All members shall:

12.1.1. Have paid all fees as detailed in the by-law Section Headed "Schedule of Fees" to the Steward or any other such person as laid out in these rules.

12.1.2. Have paid all arrears to the Steward or any other such person as laid out in these rules which they may have accumulated with the Company.

12.2. All Fighting Members shall:

12.2.1. Have a signed waiver accepted and currently held by the High Council.

12.2.2. Comply with all rules in the by-law section headed "Additional Rules of Battle Practice".

12.2.3. Comply with all other directives of the Chief Marshal in regard to safety and Battle Practice.

12.3. Only Voting Members shall be able to hold office on the High Council or vote in any manner at any meeting.

12.4. All Voting Members, any member who is the subject of a meeting and any member so invited and recognised by any member of the High Council shall be entitled:

12.4.1. To attend general meetings of the Company and speak on any matter.

12.4.2. To receive all notifications of general meetings.

12.4.3. To attend and participate in Events, etc. on payment of prescribed fees.

12.4.4. These rules bind every member and the Company to the same extent as if every member and the Company had signed and sealed these rules and agreed to be bound by all their provisions.

13 Election and Membership of the High Council of The Grey Company Incorporated

13.1. The High Council shall consist of:

13.1.1. The Captain

13.1.2. The Chief Marshal

13.1.3. The Administrator

13.1.4. The Steward

13.1.5. members of the Company as allowed for in the by-law Section Headed "Additional Members of the High Council".

13.2. The order of election of Members of the High Council of The Grey Company Incorporated shall be:

13.2.1. The Captain

13.2.2. The Chief Marshal

13.2.3. The Administrator

13.2.4. The Steward

13.2.5. Any additional members of the High Council of The Grey Company Incorporated as allowed for in the by-law Section Headed "Additional Members of the High Council" one at a time.

13.3. The Chairman shall call for nominations, including self nomination with no seconder required, from the Voting Members present for each position that will fall vacant in turn in the Members of the High Council.

13.4. Election for each position shall be completed prior to the commencement of the election of the next position.

13.5. Each member of the High Council shall leave office at the Feast of Mid-Winter where upon immediately the newly elected members of the High Council shall take office.

 

13.6. The Chairman shall decide upon a suitable equal time to allow the nominees to speak on his own behalf.

13.7. The Voting members shall vote by secret ballot on each of the candidates.

13.8. If no candidate has achieved a simple majority by the third ballot a fourth and final secret ballot shall be held and if an equality of votes arises for the highest count then those that have this equality shall draw lots for the results.

14 The Captain

14.1. The Captain shall be the official voice of the Company.

14.2. The Captain shall perform such other duties as are imposed by these rules on the Captain.

14.3. The Captain shall perform such other duties as may be determined by the High Council.

15 The Chief Marshal

15.1. In the absence of the Captain the Chief Marshal shall assume all powers except those powers in the constitution section headed "The Captain".

15.2. The Chief Marshal shall be an Fighting Member.

15.3. The Chief Marshal shall be responsible for the affairs of the Company in the areas of Marshalling and to this aim shall appoint as many Fighting Members as he sees fit to act as Marshals.

15.4. The Chief Marshal shall perform such other duties as are imposed by these rules on the Chief Marshal.

15.5. The Chief Marshal shall perform such other duties as may be determined by the High Council.

16 The Administrator

16.1. The Administrator shall deal with all correspondence received by the Company.

16.2. The Administrator shall keep minutes of all general meetings of the Company and any meetings of the High Council.

16.3. The Administrator shall give the required notice for all general meetings to members and in such methods as specified in these Rules.

16.4. The Administrator shall on behalf of the Company keep and maintain the register of members in accordance with Section 27 of the Act and the register shall be so kept and maintained as directed in these rules.

16.5. The Administrator shall cause the name of a person who dies or ceases to be a member as detailed in the Constitution section headed "Removal from Register of Members" to be deleted from the register of members.

16.6. The Administrator shall comply on behalf of the Company with section 28 of the Act in respect of the rules of the Company.

16.7. The Administrator shall comply on behalf of the Company with Section 29 of the Act in respect of the record of the officeholders, and any trustees, of the Company.

16.8. The Administrator shall have custody of all books, documents, records and registers of the Company, including those detailed in the Constitution section headed "The Administrator", other than those required to be kept and maintained by, or in the custody of, the Steward as detailed in the Constitution section headed "The Steward".

16.9. The Administrator shall perform such other duties as are imposed by these rules on the Administrator.

16.10. The Administrator shall perform such other duties as

may be determined by the High Council.

17 The Steward

17.1. The Steward shall be a resident of the State of Western Australia.

17.2. The Steward shall be responsible for the receipt of all moneys paid to or received by, or by him on behalf of, the Company, and shall issue receipts for those moneys in the name of the Company.

17.3. The Steward shall pay all moneys referred to in the Constitution section headed "The Steward" into such account or accounts of the Company may from time to time direct.

17.4. The Steward shall make payments from the funds of the Company with the authority of a general meeting or of the High Council and in so doing ensure that all cheques are signed in accordance with these rules.

17.5. The Steward shall comply on behalf of the Company with sections 25 and 26 of the Act in respect of the accounting records of the Company.

17.6. The Steward shall whenever directed to do so by the Captain, submit to the High Council a report, balance sheet or financial statement in accordance with that direction.

17.7. The Steward shall have custody of all securities, books and documents of a financial nature and accounting records of the Company, including those referred to in the paragraphs in the Constitution section headed "The Steward".

 

17.8. The Steward shall be the Public Officer of The Grey Company Incorporated.

17.9. The duties of the Public Officer shall include:

17.9.1. To ensure, as far as possible, that the Company complies with the provisions of any Acts.

17.9.2. To perform those duties required of a Public Officer by any Acts.

17.9.3. Within one month after the presentation of the accounts of the Company, a copy thereof shall be lodged at the Western Australian Corporate Affairs Office.

17.10. The Steward shall perform such other duties as are imposed by these rules on the Steward.

17.11. The Steward shall perform such other duties as may be determined by the High Council.

18 Constitution of the High Council of The Grey Company Incorporated

18.1. No member of the High Council shall be disqualified by his or her office as a High Council Member from;

18.1.1. Holding any office or employment (except that of Auditor) in the Company in conjunction with the office of Member of the High Council and any such other office or place of profit may be on such terms as to remuneration and otherwise as the High Council Members or the Company in general meeting may determine.

18.1.2. Becoming a director or other officer of or otherwise interested in any corporation promoted by the Company or in which the Company may be interested as a shareholder or which is a member of the Company or otherwise and no such High Council Member shall be accountable to the Company for any remuneration or other benefit received by him as a director or officer of or from his interest in such corporation.

18.1.3. Contracting with the Company either as vendor, purchaser or otherwise nor shall any such contract or any contract or arrangement entered into by or on behalf of the Company in which any High Council Member shall be in any way directly or indirectly interested be avoided nor shall any High Council Member be liable to account to the Company for any profit arising from any such office or place of profit or realised by any such contract or arrangement by reason only of such High Council Member holding that office or of the fiduciary relations thereby established.

18.2. A High Council Member who is in any way, directly or indirectly, interested in a contract or proposed contract with the Company shall declare his interest at the first meeting of the High Council after becoming aware of such interest.

 

18.3. A High Council Member shall not vote in respect of any contract or arrangement or proposed contract or arrangement in which they have directly or indirectly a material interest and if they vote in respect thereof his vote shall not be counted, but this prohibition shall not apply to and a High Council Member may vote on any resolution relating to;

18.4. A High Council member having any direct or indirect pecuniary interest referred to in section 21 or 22 of the Act shall comply with that section.

18.5. Any arrangement for giving any High Council Member any security or indemnity in respect of money lent by them to or obligations undertaken by them for the benefit of the Company.

18.6. Any arrangement for the giving by the Company of any security to a third party in respect of a debt or obligation of the Company for which the High Council Member themself has assumed responsibility in whole or in part under a guarantee or indemnity or by the deposit of a security.

18.7. But this prohibition may at any time be suspended or relaxed to any extent and either generally or in respect of any particular contract, arrangement or transaction by ordinary resolution of the Company.

18.8. A High Council Member may be counted in the quorum present at any meeting at which any contract in which they may be interested as aforesaid is proposed or entered into.

18.9. The High Council may exercise the voting power conferred by the shares or other interest in any other corporation held or owned by the Company or exercisable by them as directors of such other corporation in such manner in all respects as they think fit (including the exercise thereof in favour of any resolution appointing themselves or any of them as directors or other officers of such corporation), and any High Council Member may vote in favour aforesaid, notwithstanding that they may be, or be about to be, appointed a director or other such officer of such corporation and as such is or may become interested in the exercise of such voting rights in the manner aforesaid.

18.10. No High Council Member shall be liable for any loss not attributable:

18.10.1. To his own dishonesty.

18.10.2. To the wilful commission by them of an act known to them to be a breach of trust or to be a breach of his powers as a High Council Member pursuant to these Rules.

18.11. Every High Council Member shall be entitled to the same relief from liability for breach of trust or otherwise as may for the time being be enjoyed by trustees under any law or statute for the time being in force in Western Australia.

 

19 Proceedings and Powers of the High Council of The Grey Company Incorporated

19.1. The affairs of the Company shall be managed by the High Council as constituted under the constitution section headed "Proceedings and Powers of the High Council of The Grey Company Incorporated".

19.2. The High Council shall meet together for the dispatch of business from time to time.

19.3. The Captain may at any time convene a meeting of the High Council.

19.4. Each High Council member has a deliberative vote.

19.5. A question arising at a High Council meeting shall be decided by a majority of votes, but, if there is an equality of votes, the person presiding at the High Council meeting shall have a casting vote in addition to his deliberative vote.

19.6. At a High Council meeting 4 High Council members constitute a quorum.

19.7. Subject to these rules, the procedure and order of business to be followed at a High Council meeting shall be determined by the High Council members present at the High Council meeting.

19.8. A resolution in writing signed by all the High Council Members shall be as valid and effectual as if it had been passed at a meeting of the High Council Members duly convened and constituted. Every such written resolution shall be placed in the Minute Book of the High Council.

19.9. The High Council may, subject to these Rules, exercise all such powers and functions as may be exercised by the Company except those powers and functions required by these Rules to be exercised by the members of the Company gathered in general meeting.

19.10. The High Council may do all such acts and things as are not inconsistent with these Rules which are necessary for the performance of its duties under these Rules or which are directed to be performed by resolution of a general meeting.

19.11. Subject to these Rules, the High Council shall be responsible for and have the entire control and management of the affairs and property of the Company and may act in all matters concerning the Company in such manner as appears to it to be best calculated to promote the interests of the Company.

 

19.12. When, in the opinion of the High Council, the interests of the Company require action to be taken of a nature which would normally be subject of a decision of the members but, because of the urgency of the circumstances, it is not possible to call a special general meeting to discuss the matter, the High Council may take the necessary action and the Captain shall forthwith call a special general meeting of the members to confirm the action taken and give any necessary direction to the High Council provided such action shall not contravene this rule.

19.13. The High Council may at any time appoint and dismiss a committee subject to the by-laws section headed "Committees of the High Council" and may prescribe the powers and functions thereof.

19.14. The High Council may create by-laws for the smooth operation of any committee.

19.15. The High Council, in addition to exercising such powers and carrying out such duties as the members of the Company may delegate to it in accordance with this rule, is specifically charged with the supervision of the affairs, business and interests of the Company when the members are not present.

19.16. The High Council Members may take and act upon the opinion of any Barrister or Solicitor practising in the High Court of Australia or the Supreme Court of any of the States of Australia in relation to the interpretation of any part of these Rules or of any statute or the carrying into effect of all or any of the objectives of the Company without being liable in any respect for anything bona fide done in accordance with such opinion but this paragraph shall not prevent the members of the High Council or of any of them or any person competent from applying to any Court.

19.17. Any Member of the High Council may delegate to any Voting Member any powers (except this power of delegation) conferred on him (whether expressly or by implication) by these Rules or by the members voting in general meeting, and delegation of such powers shall be at the instigation of that Member of the High Council, but the ultimate responsibility shall rest with that Member of the High Council.

20 Removal of any member of the High Council of The Grey Company Incorporated.

20.1. Subject to the provisions of this rule any member of the High Council may be removed from office by resolution of a special general meeting where it appears that his conduct has been detrimental to the objectives of the Company.

20.2. At a special general meeting convened for the purpose of this rule.

20.2.1. No business other than the question of removal shall be transacted.

 

20.2.2. The agenda of the meeting shall include a summary of the alleged grounds for removal.

20.2.3. Evidence of the conduct of that member of the High Council which is alleged to have been detrimental to the objectives of the Company may be placed before the meeting.

20.2.4. That member of the High Council shall be heard in his own defence and may present evidence and call persons to testify (whether members of the Company or otherwise) on his behalf.

20.2.5. Should that member of the High Council not be present at the special general meeting then notice shall forthwith be given for another special general meeting and that meeting shall proceed whether that member of the High Council is present or not. At that meeting any person may speak in defence of that member of the High Council and shall be able to call persons to testify (whether members of the Company or otherwise) or submit evidence.

20.2.6. The Voting Members shall vote by secret ballot on the question of whether or not that member of the High Council should be removed and if an absolute majority so decide to remove that member of the High Council no member shall leave the meeting until the position that that member of the High Council held is filled.

20.2.7. If that member of the High Council is Chairman of the general meeting then the meeting shall determine a Chairman in accordance with the Section Headed "Captain to preside at General Meeting" as if that member of the High Council, the Captain and Chief Marshal are not present whether or not they are present.

20.3. Election to the position so vacated from the High Council shall proceed as per the section headed "Election and Membership of the High Council of The Grey Company Incorporated" except in that the person so elected shall take office immediately.

21 Annual General Meeting

21.1. The Company shall hold an annual general meeting.

21.2. The annual general meeting shall be held on such day or days (being not less than ten months nor more than fourteen months since the last annual general meeting or any shorter period as determined by Section 23 of the Act) as close as the High Council may determine to one month after the Feast of Mid-Winter.

21.3. The annual general meeting shall be in addition to any special general meetings that may have been held from time to time.

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

 

21.4.1. To confirm the minutes of the last preceding annual general meeting and of any special general meetings held since that meeting.

21.4.2. To receive from the Steward, for the previous financial year, the statement of financial affairs and any report from the auditor.

21.4.3. To receive from any member of the committee, for the previous financial year, any reports as to affairs of the Company for the previous year.

21.4.4. The appointment of an auditor if majority of members at the meeting or at a prior Special General Meeting deem it necessary.

21.4.5. Motions on notice.

21.4.6. To appoint ad-hoc committees from membership to consider such issues as it may determine.

21.4.7. General business.

21.5. All general meetings other than the annual general meetings shall be called special general meetings.

21.6. Not less than two months before the annual general meeting the Administrator shall inform all Voting Members of the Company inviting them to submit notices of motion for the inclusion in the agenda of the meeting, and all such notices of motion received within one month of the meeting shall be included in the agenda.

22 Special General Meeting – Elections

22.1. The Company shall hold a special general meeting which shall be called the "Special General Meeting – Elections".

22.2. The Special General Meeting – Elections shall be held on such day or days (being not less than ten months nor more than fourteen months since the last Special General Meeting – Elections as close as the High Council may determine to one month before the Feast of Mid-Winter.

22.3. The Special General Meeting – Elections shall be in addition to any other special general meetings that may have been held from time to time or the annual general meeting.

22.4. The only order of business of the Special General Meeting – Elections shall be the Election of Members of the High Council of The Grey Company Incorporated.

22.5 Election of Members of the High Council of The Grey Company Incorporated shall proceed as per the section headed "Election and Membership of the High Council of The Grey Company Incorporated".

 

23 Business of a General Meeting

23.1. All business that is transacted at a special general meeting and all business that is transacted at an annual general meeting with the exception of that specially referred to in the Section Headed "Annual General Meeting" as being the ordinary business of the annual general meeting shall be deemed to be special business.

23.2. No item of business, except where provided in these Rules, shall be transacted at a general meeting unless a quorum of a general meeting is present during the time when the meeting is considering that item.

23.3. A motion to refer any matter to the High Council with a recommendation on any action on such matter to be taken by the High Council shall be deemed to be business of which notice has been given in accordance with these Rules.

23.4. The Chairman shall appoint a returning officer prior to each secret ballet who shall count the votes and so inform the Chairman of the result.

24 Notice of General Meetings

24.1. The administrator shall cause to be delivered to every Voting Member at least twenty-one days before the date fixed for the holding of a general meeting of the Company a copy of the agenda of the meeting which shall state:

24.1.1. The place, day and time for holding the general meeting.

24.1.2. The business to be transacted at the general meeting including,

24.1.2.1. Any ordinary business.

24.1.2.2. Any special business, being notices of motion received pursuant to the constitution section headed "Annual General Meeting", and any other matters directed by the High Council to be discussed at the meeting.

24.2. The accidental or unavoidable omission to give notice of a meeting to any Member shall not invalidate any resolution passed or any of the proceedings at any meeting.

24.3. A notice may be served by the Company upon any member either personally or by sending it through the post in a prepaid letter envelope card or wrapper addressed to such Member at the address of the member appearing in the Register of Members. Any notice served by post shall be deemed to have been served on the third day immediately following that on which the letter envelope or card or wrapper containing the same was put into the post prepaid.

25 Captain to preside at General Meetings

25.1. The Captain or in his absence the Chief Marshal shall preside at general meetings of the Company.

25.2. If the Captain and the Chief Marshal are both absent from a general meeting, the Voting Members present shall elect one from amongst their number to act as Chairman thereat.

26 Adjournment of General Meetings

26.1. The Chairman of a general meeting at which a quorum is present may, with the consent of the meeting, adjourn the meeting from time to time and from place to place.

26.2. Where a meeting is adjourned for one month or more, the like notice of the adjourned meeting shall be given as in the case of the original meeting, but the limitations as to time shall not apply in any other case and no notice of the adjourned meeting shall be necessary.

26.3. If the Chairman should observe or have brought to his attention that there is no longer quorum at a general meeting the meeting shall be adjourned forthwith to a time and place of the Chairman’s choice.

26.4. No business shall be transacted at an adjourned meeting other than the business left unfinished at the meeting at which the adjournment took place, and shall be governed by the agenda of the adjourned meeting.

27 Determination of Questions at General Meetings

27.1. A question arising at a general meeting of the Company shall be determined by a simple majority on a show of hands.

27.2. Where a declaration by the Chairman that a resolution, has been carried, or carried by a particular majority, or lost, is made and an entry to that effect is made in the minute book of the Company, then that entry shall be evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.

28 Votes

28.1. Upon any question arising at a general meeting of the Company a Voting Member shall have a deliberate vote.

28.2. All votes shall be given personally.

28.3. A question arising at a General meeting shall be decided by a majority of votes, but, if there is an equality of votes, the person presiding at the General meeting shall have a casting vote in addition to his deliberative vote.

 

29 Special General Meetings

29.1. The High Council may, whenever it thinks fit, convene a special general meeting of the Company.

29.2. The High Council shall, on the requisition in writing of not less than ten Voting Members, convene a special general meeting of the Company.

29.3. A requisition for a special general meeting shall state the objects of the meeting and shall be signed by the requisitionists and delivered to the Administrator either personally or by mail addressed to his usual address.

29.4. If the High Council does not cause a special general meeting to be held within one month from the date on which a requisition therefor is received by the administrator ( or would in the normal course of the mail have been received) the requisitionists or any of them may convene the meeting, but any meeting so convened shall not be held or convened after three months from the date of delivery.

29.5. A special general meeting convened by requisitionists in pursuance of these Rules shall be convened in the same manner as nearly as possible as to that in which those meetings are convened by the High Council, and all reasonable expenses incurred in convening the meeting shall be refunded by the Company to the persons incurring them.

30 Quorum for a General Meeting

30.1. One third of the Voting Members and two (2) different members of the High Council shall constitute a Quorum for the transaction of business at a general meeting.

30.2. If within one hour after the appointed time for the commencement of a general meeting a quorum is not present, the meeting shall be cancelled, unless the meeting was convened upon the requisition of members, and there is present one third of the total of the Voting Members, then the meeting shall continue and have all the powers as if a quorum were in attendance, and the quorum shall be one third of the total of the Voting Members for the duration of that meeting.

31 Management of Property and Income of the Company

31.1. The books of accounts and finances shall be managed in accordance with the constitution section headed "Books and Finances of the Company".

31.2. The Company shall be responsible for all debts, contracts and other such liabilities as accumulated by the organisation known as The Grey Company Incorporated.

31.3. The Financial year of the Company is the period as used by the Australian Taxation Office.

 

32 Auditor

32.1 At an Annual General Meeting or Special General Meeting of the Company the Voting Members present can appoint a qualified accountant who is not a member of the Company as the auditor of the Company, and they shall hold office until the conclusion of the Annual General Meeting next following the meeting at which they were appointed.

32.2 If an appointment of an auditor is not made at the Annual General Meeting or Special General Meeting then the meeting may authorise the High Council to appoint an auditor, subject to any conditions set by the meeting.

32.3 If a casual vacancy occurs in the office of auditor, the High Council shall appoint an auditor who shall hold office until the conclusion of the next annual meeting.

32.4 The auditor may be removed by resolution of a special general meeting which may also appoint an auditor to act until the next Annual General Meeting.

32.5. The auditor may be removed by resolution of a special general meeting which may also appoint an auditor to act until the next annual general meeting.

33 Procedure for the Audit of Accounts

33.1 If an auditor has been appointed at an Annual General Meeting or Special General Meeting for the purpose of auditing the financial records of the Company, then the auditor shall examine the books at least once for the financial year.

33.2. The auditor shall certify as to the correctness of accounts of the Company and shall report thereon to the High Council which shall cause a copy of their report to be laid before the annual general meeting of the Company next following the presentation of the report to the High Council.

33.3. In the auditors report and in certifying to the accounts the auditor shall state:

33.3.1. Whether they have obtained all the information required by them.

33.3.2. Whether, in their opinion, the accounts are properly drawn up so as to exhibit a true and correct view of the Company according to the information at their disposal and the explanations given to them and as shown by the books of the Company.

33.3.3. Whether the Rules relating to the administration of the funds of the Company have been observed.

33.4. The auditor has a right of access to the accounts, books, records, vouchers and documents of the Company, may require from any members of the High Council such information and explanations as may be necessary for the performance of their duties and may, in relation to the accounts of the Company, examine any member of the High Council.

 

33.5. The Auditor of the Company shall be entitled to attend any general meeting of members and receive all notices which a member of the Company is entitled to receive by virtue of his or her being a member and they shall be entitled to be heard at every general meeting which concerns them as auditor.

34 Procedure for Alteration Of the Constitution

34.1. Notice of the proposed amendment shall be included in the notice referred to in the constitution section headed "Annual General Meeting".

34.2. These Rules may be amended by resolution passed by an absolute majority of the Voting Members voting at a general meeting.

35 Procedure for Alteration of the By-Laws

35.1. Notice of the proposed amendment shall be included in the notice referred to in the constitution section headed "Annual General Meeting".

35.2. The By-Laws may be amended by resolution passed by a simple majority of the Voting Members voting at a general meeting.

35.3. The High Council may make by-laws not inconsistent with these Rules, prescribing all matters which by these Rules are required or permitted to be prescribed or which are necessary or convenient to be prescribed in relation to any matter within the powers and functions of the High Council and generally for carrying out or giving effect to the objectives of the Company and to these Rules.

35.3.1. Such by-laws shall take effect from the time it is made, or any later date.

35.3.2. Such by-laws shall be notified to all members by the Administrator as soon as is practical.

35.3.3. Such by-laws shall be circulated at the next general meeting of the members.

35.3.4. If a general meeting passes a resolution by simple majority to rescind a by-law or any part thereof, that by-law or part shall thereupon cease to have effect.

36 Common Seal

36.1. The common seal of the Company shall be in the form of a rubber stamp inscribed with the name of the Company encircling the words "Common Seal" and including any other requirement of any Acts.

 

36.2. The common seal shall remain in the custody of the Public Officer and shall not be affixed to any instrument except by the authority of the High Council and the affixing thereof shall be attested by the signatures of two members of the High Council authorised by the High Council to attest thereto and the attestation shall be sufficient for all purposes that the common seal was affixed by the authority of the High Council.

37 Inspection of Books and Documents by Members

37.1. Copies of annual financial statements, and any other financial statement previously prepared, shall be made available for inspection and copying to members and auditor (if any) on request, subject to any reasonable restrictions as to time and manner of inspecting them that may be imposed by the High Council for the time being. With the prior authority of a special resolution of a meeting of members of the Company such books of account, books, documents and registers shall be open to inspection by a person nominated by such resolution.

38 Dissolution

38.1. The Company may be dissolved or wound up by a resolution passed by an absolute majority at a special general meeting called for such purpose.

39 Disposition of Any Surplus Assets

39.1 . If upon the dissolution or winding up of the Company there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to, transferred or distributed amongst the members of the Company. It shall be given to some other institution or body having objectives similar wholly or in part to the objectives of the Company, provided that the institution or body shall prohibit the distribution of its income and property among its members, or it shall be paid to or transferred to some charitable object, which institution, body or object shall be determined by the members of the association at or before the time of dissolution or winding up. In default of any such resolution such payment, transfer or distribution shall be determined by a Judge of the District Court.

 

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