WAIA | Western Australian Internet Association – Western Australian Internet Association

As amended at the WAIA Special General Meeting (August 2006).
1. Name
1.1. The name of the Association shall be the "Western Australian Internet Association (Inc.)".

2. Definitions
2.1 In this Constitution, unless the context requires otherwise, -
(a) "the Association" means the "Western Australian Internet Association (Inc.)";
(b) "Executive" means the Committee of Management of the Association as referred to in Section 10.00;
(c) "Officer" means Office Bearer of the Association and member of the Executive as referred to in Section 11.00;
(d) "the Act" means the Associations Incorporation Act 1987;
(e) "the Code" means the Code of Conduct as referred to in Section 08.00;
(f) "ISP" means Internet Service Provider who provides any form of Internet Service and includes "IAP's;
(g) "IAP" means Internet Access Provider who provides access to the Internet as referred to in section 07.00;
(h) "General Meeting" means any meeting held on behalf of the Association for any purpose, including Special General Meetings and Annual General Meetings but not vice versa, but excluding Executive meetings and Committee meetings;
(I) "Notice" shall be delivery of a message to membership via e-mail and posting to a publicly accessible forum designated by the executive for this purpose.
(j) "Monies" includes any amounts of money owing or paid to the Association.
(k) "Arrears" means unpaid thirty (30) days after the date of service, by the Secretary or Treasurer, of request for payment.
(l) "In writing" describes any communication sent by letter, facsimile or e-mail.
(m) "Present" means present in person or by valid proxy.

3. Aims and Objectives
3.1. To support and protect the interests of the Western Australian Internet community.
3.2. To assist the operation and expansion of Internet usage within Western Australia.
3.3. To promote informed discussion in all matters relating to the Internet.
3.4. To support, encourage and advise on the development and use of on-line services and related innovations.
3.5. To develop and maintain valuable links with similar organisations nationally and globally for the benefit of members.
3.6. To assist in educating and developing the professional practice and conduct of members of the Association.
3.7. To facilitate dispute resolution between members of the Association.

4. [repealed]

5. Powers
5 .1. The Association shall have the following powers:-
(a) To join, co-operate or liaise with any person, club, association, body or society, in any act, matter or thing, which may be conducive to the attainment or performance of the Objects of the Association;
(b) To act on behalf of members on any matters as may be authorised by a General Meeting; and
(c) Generally to do all such other things as are incidental or conducive to the attainment and protection of the Objects of the Association.
6. Income and Property
6 .1. The income and property of the Association shall be applied solely towards its administration and the promotion of its Objectives.

7. Membership
7 .1. Membership is decided upon by the Executive, or on the Executive's behalf by a Committee set up for the purpose of vetting membership applications, with appeal to a General Meeting.
7 .2. Membership shall be divided into four classifications:
(a) Individual Membership, which will be open to all natural persons.
(b) Corporate Membership, which will be open to any organisation which has a name registered with the relevant Government Department or an ABN registered with the Australian Taxation Office.
(c) WAIX Membership, is required for all members connecting into WAIX with the exception of affiliate members.
(d) Affiliate membership is open to government bodies, educational institutions and/or other bodies as the committee see appropriate.
7 .3. All membership classes are voting members.
7 .4. All membership classes are to abide by the Code of Conduct.

8. Code of Conduct
8 .1. "The Internet Use Code of Conduct" together with its appropriate version number shall be the written description of the Internet use code of conduct and lawful code of practice as defined by Western Australian or Commonwealth Law.
8 .2. The Code of Conduct shall be approved by a General Meeting in the first instance and thereafter may be modified by resolution of a General Meeting provided that in order to adopt or to effect any modification of a Code of Conduct, the meeting must approve the same by a two-thirds majority of those present financial members.
8.3. Any modification to the Code of Conduct shall not be deemed to have taken effect until such modification has been gazetted, as required under the Censorship Act 1996.

9. Fees, Subscriptions and Levies
9.1. The Executive may recommend to a General Meeting the imposition of a fee for a specific purpose, and the General Meeting may impose such fee if it considers it warranted.
9.2. Membership subscriptions payable by members shall be determined from time to time by resolution passed at a General Meeting upon recommendation from the Executive.
(a) Only members of more than 30 days standing are eligible to vote at any meeting of the Association.
(b) Any member whose subscription is ninety (90) days or more in arrears shall lose the rights of membership.
(c) Any members in arrears for any fees, subscriptions, levies or any other monies have no voting rights at any meeting.
9.3 The Executive may recommend to a General Meeting the imposition of a levy for a specific purpose, and the General Meeting may impose such levy if it considers it warranted for payment for subscriptions.
(a) Payment of levies may be enforced in the same manner as payment of subscriptions.

10. The Executive
10.1. The Executive shall consist of:-
(a) The President, elected by all members; and
(b) Three representatives elected by the Individual Members from among their own members;
(c) Three representatives elected by the Corporate Members from among their own members.
(d) Three representatives elected by the WAIX Members from among their own members .
(e) One Affiliate Member elected by all members.
10.2. From the Elected Committee shall be appointed at an Executive Meeting held following such General Meeting the following Officers:-
(a) The Secretary;
(b) The Treasurer; and
(c) such other Officers as may be determined by the Annual General Meeting.

Executive
10.3. Meetings of the Executive shall be held as frequently as deemed
necessary by the Executive but at no greater intervals than two months.

11. Election of Executive
11.1. The Annual General Meeting of the Association shall elect the Executive of the Association from its financial members.
11.2. If a member of the Executive:
(a) dies;
(b) by written notice, signed and dated by the Officer and delivered to the Secretary, resigns;
(c) is expelled under the Act or the Code before the expiration of their term of office; or
(d) is absent from three (3) consecutive Executive or General Meetings without acceptable apology. (Apology must be accepted by the Executive.) their position shall automatically become vacant, and the Executive shall call a bi-election to be held at the next general meeting and that position will only be held for the remainder of the original term.
11.3. Officers of the Association elected at an Annual General Meeting shall hold Office for a period of two (2) years, subject to the provisions set out in the Constitution.
11.4. Officers elected by an Annual General Meeting shall take Office at the conclusion of the Annual General Meeting.
11.5. A retiring Executive member may be re-elected by the General Meeting.
11.6. Every member wishing to nominate for the election for the office or President shall give notice to the Executive not less than 7 days prior to the Annual General Meeting.
11.7. In the event of more than one nomination being received for the office of the President or a greater number of nominations being received than the number of committee positions to be filled, a secret ballot of members shall be held at the meeting to determine the successful candidate(s).

12. General Meetings
12.1. The Annual General Meeting shall be held not less than two(2) months and not later than four(4) months after the end of the financial year, at a time, date and place determined by the Executive.
12.2. The order of business at the Annual General Meeting shall include:-
(a) Confirmation of the Minutes of the previous Annual General Meeting and any Special General Meetings held since such Annual General Meeting;
(b) Business arising from the minutes;
(c) President's Report;
(d) Annual Financial Statement;
(e) Business of which notice has been given which is to be put to the meeting for a vote;
(f) Other Business raised from the floor; and
(g) Election of Office Bearers whose term of Office has expired.

13. Committees
13.1. A General Meeting or the Executive may appoint such sub-committees to carry out any particular activities of the Association, and may delegate such powers and duties as they see fit so long as such duties and powers are not outside the power of the Association.
(a) Members of any Committees appointed by the Executive shall not be required to be members of the Executive.
(b) The President of the Association or their delegate from the Executive shall always be an ex-officio member of all

Committees.
14. Notice of Meetings

14.1. A meeting of the Executive may be called by any two Executive members and may be in person or by any electronic medium.
14.2. Notice in writing of all Executive meetings shall be given to all members of the Executive at least seven (7) days prior to the meeting.

14.3. Where the President or majority of the Executive, considers the matter(s) to be discussed at a meeting of the Executive, as urgent, effective notice of meeting may be given to all Executive Members, by any form of communication at least twenty four (24) hours prior to the meeting.
14.4. Notice of all General meetings are to be published in the appropriate forum at least thirty (30) days prior to the meeting.
14.5. Notice of any general or Executive meeting shall include the business to be transacted.

15. Meeting Procedure
15.1. Meeting procedure shall be determined by the Chair (providing that a meeting may by motion dissent from any ruling of the Chair) and by any form of communication approved by the Chair.
15.2. Where the President or other specified Chair is absent from a meeting the members present shall appoint one of their number to preside at that meeting.
15.3. Quorums shall be:-
(a) at General meetings, at least three members from no less than two Voting Member classifications.
(b) at Executive Meetings, one half of the membership of the Executive.
15.4. If there is no Quorum present after thirty (30) minutes from the notified commencement time of the meeting, the President or Chair shall have the power to reconvene the meeting at a date, time and place fixed by them.
15.5. Each member entitled to vote at a meeting shall have one (1) vote upon any motion.
15.6. Members shall be entitled to appoint a proxy who shall be a member of the Association, to attend any meeting other than an Executive meeting on behalf of a member, provided the written proxy is in the hands of the Secretary or in the absence of the Secretary a nominated representative of the Executive, prior to the commencement of the meeting, and gives the full name of both the proxy and the member and is dated and signed by the member.
15.7. Only members present at a meeting, or represented by a proxy, shall be entitled to vote.
15.8. The President or other person presiding at a meeting shall have a deliberative vote only.
15.9. Motions shall be carried by a simple majority of votes cast by members present and by authorised proxies.
15.10. Upon the ruling by the Chair that a motion has a direct impact upon any particular Voting Member Classification, the motion shall be carried by a majority of votes cast by members present and authorised proxies, and by a majority of members of the impacted classification present.
15.11. In the event of an equal division of votes the matter shall be determined to be in the negative.
15.12. At all Special General Meetings of the Association only the business specified in the notice convening it shall be transacted.
15.13. Minutes shall be made of all proceedings and shall be kept in a manner set up for that purpose.
15.14. The Secretary shall post a copy of the minutes of all General meetings to members.
15.15. The Secretary shall post a copy of the minutes of all Executive meetings to the Executive.

16. Finance
16.1. The Association's financial year shall be 1st July to 30th June of each year.
16.2. The Executive shall cause to be kept, records in which are entered true and regular accounts of all monies received and paid on account of the Association, and of the purposes for which the sums of money have been received and paid.
16.3. All monies of the Association shall be paid promptly into such bank or other financial institution as the Executive may from time to time direct.
16.4. All payments shall be made by cheque or similar document signed by any two (2) members of the Executive, except that an Executive Meeting may authorise an Imprest Petty Cash Account from which the Treasurer may pay small accounts generally recognised as Petty Cash items.
16.5. Except where necessary to give effect to directions of the Association, or to comply with the requirements of the Constitution, expenditure may be incurred only pursuant to resolutions of the Executive or of a General Meeting.
16.6. The Treasurer shall present to each ordinary Executive meeting and General Meeting financial reports.
16.7. Such financial reports, shall be entered into the minutes of the meeting.
16.8. The books and accounts of the Association shall be audited by an Auditor appointed by the Executive.
(a) A registered company auditor shall be appointed as Auditor provided they are not a member of the Executive.
(b) The Auditor may, from time to time, inspect the books of the Association and, for this purpose, shall at all reasonable times, have access to all the books of the Association.
(c) The Auditor shall audit the financial statements of the Association at the close of the financial year, and shall furnish a report of such audit to the Executive for presentation at the Annual General Meeting.
(d) The Executive shall cause a copy of the annual financial statements of the Association together with the Auditor's report to be available to all members prior to the Annual General Meeting, and such statements and report shall be posted or made available to those members who request them from the Executive.

17. By-Laws
17.1. A General Meeting may make by-laws necessary for the proper administration of the Association.
17.2. No By-Law shall be made, repealed, added to, or amended unless and until:-
(a) Such proposal has been adopted by a General Meeting;
(b) Notice of Intention to make such a proposal is listed in the notice convening that meeting; and
(c) Such proposal is approved by a resolution passed by not less than two thirds of members present at such meeting.
17.3. All by-laws shall be entered into a book kept for that purpose.

18. Alteration or Amendment to Constitution
18.1. No addition, alteration, amendment or deletion shall be made to this Constitution except by a resolution passed by not less than three forths quarters of members present at an Annual General Meeting, or Special General Meeting called for that purpose.
18.2. Notice of Intention to propose such addition, alteration, amendment or deletion shall be given in writing to the Secretary at least forty (40) days before the meeting.
18.3. The Secretary shall make available copies of any proposed addition, alteration, amendment or deletion to all members at least thirty (30) days before the meeting.

19. Custody and Use of Common Seal
19 .1. The Common Seal of the Association shall be kept in the care of the Secretary.
19.2. The Common Seal shall be used or affixed in the presence of the Secretary and one other member of the Executive, both of who shall sign their name as witness and include their position on the Executive.

20. Custody of Books, Documents and Securities
20.1. The Secretary shall have custody of the books, documents and securities of the Association, but they shall delegate to the Treasurer and any otherOfficer custody of such books, documents and securities as are necessary to enable the Treasurer or aforementioned Officer to properly carry out their duties of Office.
20.2. The books, records and documents of the Association shall be made available for inspection by the members of the Association, at reasonable times and places, on application to the President or Secretary.
20.3. The Secretary shall cause to be kept a register of members pursuant to the Act.

21. Patron
21.1. Any person may be appointed the Patron of the Association by a General Meeting, on the recommendation of the Executive.
21.2. The Patron shall hold office until the conclusion of the next subsequent Annual General Meeting.
21.3. The Patron shall not be eligible to vote unless they are also a member of the Association.
22. Procedure for Dissolution
22.1. The Association may be dissolved or wound-up by a resolution passed by not less than three quarters of members present at an Annual General meeting or Special General Meeting called for that purpose.
22.2. Notice of Intention to propose such dissolution or winding-up shall be given in writing to the Secretary at least sixty (60) days prior to the meeting.
22.3. The Secretary shall make available copies of any proposal to dissolve or wind-up the Association to all members at least thirty (30) days prior to the meeting, and shall cause a notice of such intent to be posted to the appropriate forum at least thirty (30) days prior to the meeting.
22.4. Upon the passing of the resolution as referred to in Section 22.1 the final dissolution and disposition of assets shall take place immediately and a Notice of Special Resolution is required to be lodged with the relevant Government Department within fourteen (14) days.
22.5. If upon the dissolution or winding-up of the Association there remains after the satisfaction of all its debts and liabilities any property or assets whatsoever, the same shall not be paid to, transferred or distributed amongst the members of the Association, but shall be given or transferred to :- some other body (or bodies) incorporate having objectives similar
to those of the Association, and which body or bodies shall prohibit the distribution of their income or property amongst their members, provided that the members of the Association so determine at the time of dissolution or winding-up.
22.6. If effect cannot be given to the payment or distribution in accordance with Section 22.05 such distribution shall be made to the Cancer Foundation of Western Australia.
23. Grievance Procedure
23.1 If any dispute under these Rules arises between:
(a) a Member and another Member; or
(b) a Member and the Association, then the person claiming that the dispute has arisen is to give notice ("Dispute Notice") to that effect to the other person which:
(a) briefly identifies the subject matter of the dispute; and
(b) designates a representative for the negotiation who will have authority to settle the Dispute on behalf of that party; and the other person is then to designate promptly by notice to the party giving the dispute notice, its representative for the negotiation who will have authority to settle the dispute on behalf of that other person.
23.2 If the persons or their representatives do not settle the dispute by negotiation within 21 days after the dispute notice is given, then the dispute is to be finally determined by arbitration in accordance with this Rule.
23.2 An arbitrator is to be appointed as follows:
(a) the persons may jointly appoint a sole arbitrator within 28 days after the Dispute Notice is given; or
(b) if an arbitrator is not jointly appointed within that period, either person may request the President of the Law Society of Western Australia to appoint the arbitrator.
The arbitrator must be independent of either person.
23.3 The rules governing the arbitration shall be agreed by the persons, and in the absence of agreement as determined by the arbitrator. Each person must be afforded natural justice, and may be represented by a qualified legal practitioner.