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                                    DRAFT 7




                             CONSTITUTION
                                  OF
            THE VIETNAM VETERANS ASSOCIATION OF AUSTRALIA
              SUNSHINE COAST SUB-BRANCH INCORPORATED


                                    5 May, 2009

                           To be read in conjunction with the
   Constitution of the Vietnam Veterans Association of Australia National Council Inc
   Vietnam Veterans Association of Australia National Council Inc. Policy Handbook.
   Constitution of the Vietnam Veterans Association of Australia Queensland Branch Inc.
   Vietnam Veterans Association of Australia Sunshine Coast Sub-Branch By-Laws

                             Associated Publications
                        Associations Incorporation Act 1981
                     Associations Incorporation Regulation 1999




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                         Table of Contents
Clause       Subject                                                 Page
            Cover                                                     1
            Table of Contents                                         2
1           Name                                                      3
2           Interpretation                                            3
3           Management Committee                                      3
4           Financial Year                                            3
5           Office                                                    3
6           Objects (Mission)                                         3
7           Operations                                                4
8           Membership                                                4
9           Membership Fees                                           6
10          Admission and rejection of new members                    6
11          When membership ends                                      7
12          Appeal against rejection or termination of membership     7
13          General meeting to decide appeal                          8
14          Register of members                                       8
15          Prohibition on use of information on register of members  8
16          Secretary                                                 9
17          Membership of Vietnam Veterans’ Association of Australia 9
            Sunshine Coast Sub-Branch Management Committee
            (SBMC)
18          Electing SB Executive                                     10
19          SBMC Functions                                            10
20          Role of SB Executive                                      11
21          Funds and Accounts                                        11
22          Resignation, removal or vacation of office of sub-branch  11
            member
23          Vacancies on SBMC                                         12
24          Meetings                                                  12
25          By-laws                                                   16
26          Alteration of rules                                       16
27          Common seal                                               16
28          Documents                                                 16
29          Dissolution                                               16
30          Certification                                             17




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1. Name

The name of the organisation is Vietnam Veterans Association of Australia Sunshine
Coast Sub-Branch Inc. (SB).

2. Interpretation

In these rules:

Act means the Associations Incorporation Act 1981.

Executive means the elected President, 2 Vice Presidents, Secretary, Treasurer.

Present means attendance at:
a. a Management Committee meeting, see rule 24; or

b. a General Meeting, see rule 24.

SB means Vietnam Veterans Association of Australia Sunshine Coast Sub-Branch

3. SB Management Committee (SBMC)

The SBMC consists of the sub-branch Executive plus up to five committee members.

4. Financial Year

The Financial year for the SB is from 1st January to 31st December each year

5. Office

The office of SB shall be situated at such place on the Sunshine Coast as SB may from
time to time determine.

6. Object (Mission)

The mission of SB is to assist all veterans, their dependants and their descendants in all
matters relating to their health, welfare and wellbeing as follows:

a. To assist members and their dependants in cases where a member or child of a
   members has or appears to have any disability which in any way may be connected with
   the special service rendered by that member in any of the Military Forces listed in the
   Constitution.
b. Without limiting the generality thereof, to assist members and their dependants,
   descendants, guardians of members’ children, in obtaining evidence and material
   necessary to commence, pursue and maintain claims or compensation for disabilities,
   injury or death of the member or the child of the member in any way related to service
   rendered by the member as part of any Military Force listed in the Constitution.
c. To provide an advisory service on matters pertaining to the health and welfare of
   members and to assist their dependants and descendants.
d. To actively encourage and assist in promoting all of the lawful rights and entitlements of
   members and their dependants and descendants.

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e. To maintain and coordinate SB activities.
f. To affiliate with any body or organisation having similar objects to SB.
g. To promote SB objects where and when necessary for the welfare of Vietnam Veterans
   and their dependants.
h.To carry out those fund raising and financial transactions required to finance and achieve
   these objects.

7. Operations

a. SB must elect a SBMC and work within the framework of the Vietnam
   Veterans Association of Australia National Council Incorporated and Queensland
   Branch Incorporated (VVAAQLD) Constitutions.

b. SB, when required by the VVAAQLD must offer all its books of accounts and
   minute books for inspection, plus any returns requested.

c. The elected President of SB is normally a member of the State Management
   Committee but may be represented by another member of SB if approved
   by SB. This person is not a proxy but is the voting representative of SB.

d. SB shall forward to the VVAAQLD Secretary a copy of its Annual Report and
   Balance Sheet, not later than sixty days after the close of the calendar year.

e. SB requires a minimum of seven members to maintain its status as a sub- branch.

8. Membership

a. For the purposes of this clause service in South Vietnam shall include members
   of the forces who were land based in South Vietnam, or who, while on board
   Naval or merchant vessels, operated in waters about the coastline of Vietnam or
   berthed or anchored in ports of South Vietnam.

b. Regardless of the above, State Branches may admit to membership any other
   person who served in, or was accredited to the Military Forces of Australia, New
   Zealand, the United States of America, South Vietnam, South Korea, Thailand or
   the Philippines who operated in South East Asia during the period of hostilities in
   that area, but who does not come within the definition of this clause as expressed
   in sub-clause (a), their dependants and their descendants.

c.The classes of membership allowable within SB are:
  (1) Ordinary member;
  (2) Associate member
  (3) Honorary member;
  (4) Life member; and
  (5) Honorary Life member..

d. Ordinary Membership

  (1) SB will consider individual Ordinary membership applications on their merit based on
       their service in South Vietnam between the 23rd May, 1962 and the 29th April,
      1975, both dates inclusive, as a:

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     (a) member of the Royal Australian Navy, the Australian Army or the
         Royal Australian Air Force;

     (b) member of HMA Ships Vampire and Quickmatch on the visit to Vietnam
         in January 1962;
     (c) member of the New Zealand, the United States of America, South Vietnam,
         South Korea, Thailand or the Philippines Military Forces;
     (d) civilian accredited with one of the Military Forces of New Zealand, the
         United States of America, South Korea, Thailand or the Philippines, or who was
         granted a form of "Special Service" status for the Vietnam Conflict by his or her
         Government; plus a
     (e) person included on the Vietnam Veterans Nominal Roll and not previously
         mentioned;
     (f) dependant of persons listed in clause 8 d.(1) (a). to (e), and
     (g) descendant of persons listed in clause 8 (1) (a). to (e).

  (2) All Ordinary members shall be of equal status within SB without regard
      to service rank or title.

  (3) The number of Ordinary members shall be unlimited.

e. Associate Membership

  (1) Associate membership may be granted to persons who do not meet the criteria for
      Ordinary membership.

  (2) A membership fee shall be imposed on an Associate member. No capitation fee
      shall be paid to the VVAA National Council for these members and they shall not be
      entitled to receive any VVAA National Council publication.

  (3) Associate members are not allowed to nominate for the positions of President an
      Vice Presidents. They may, however, fill other SBMC and sub-committee positions
      The total number of Associate members that may be included on sub committees is
      not to exceed 25 per cent of such sub-committees, at any one time.

f. Honorary Membership

 (1) Honorary membership may be bestowed on an individual who does not meet the
     criteria for Ordinary membership but has given outstanding service to SB.

 (2) Honorary membership shall be decided by a vote of members of SB and be
     reviewed from time to time.

 (3) Honorary members may not vote nor hold positions on any committee.

g. Life Membership

 (1) Life membership may be granted to a member based on SB nomination to
     Queensland Branch or National Council.
 (2) SB nominations for Life membership must be in the form of a Notice of Motion and
     contain a resume of the member’s contributions to the Association at the

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    appropriate level.

 (3) Life members retain the rights of their level of membership.

 (4) Honorary Life membership may be granted to deserving individuals who are not
     members of VVAA QLD..


h. New membership

  (1) An applicant for membership of SB must be proposed by a financial member of
      SB (the Proposer) and seconded by another financial member (the Seconder).

  (2) An application for membership must be:
     (a) in writing;
     (b) signed by the applicant and the applicant’s Proposer and Seconder; and
     (c) in the form decided by SBMC.


9. Membership fees

a.The membership fee for each Ordinary membership and for each other class of
  membership (if any).is the amount decided by SBMC and is payable by no later
  than three calendar months after the end of the SB financial Year.

b. Membership fees consist of National and State capitation fees, Public Liability and
   SB fees.

c. Associate and Honorary members do not pay National and State capitations.

d. Members who are in arrears with their membership fee for three calendar months, after
   the end of the financial year, shall be deemed to have forfeited their membership. The
   members may be reinstated on payment of the amount due.

e. Capitation fees for Life Members are the responsibility of the VVAAQLD Inc.

10. Admission and rejection of new members

a. SBMC must consider and decide, whether to accept or reject an application for
   membership, at the next Committee meeting held, after it receives:
   (1) the application for membership; and
   (2) the appropriate membership fee for the application.

b. If a majority of the members of SBMC present at the meeting vote to accept the
   applicant as a member, the application must then be ratified, at the class of
   membership applied for, by a majority of members at a SB general meeting.

c. SB Membership Officer must, as soon as practicable after SB General Meeting decides
   to accept or reject an application, give the applicant a written notice of the decision.

d. SBMC must ensure that, as soon as possible after a new member is accepted, the

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  person is advised:
  (1) whether or not SB has public liability insurance; and
  (2) if SB has public liability insurance and the amount of the insurance.

11. When membership ends

a. A member may resign from SB by giving written notice of resignation to SB Secretary.

b. The resignation takes effect at:
   (1) the time the notice is received by the Secretary; or
   (2) if a later time is stated in the notice, the later time.

c. SBMC may terminate a member’s membership if the member:
   (1) is convicted of an indictable offence; or
   (2) does not comply with any of the provisions of these rules; or
   (3) has membership fees in arrears for at least 3 months; or
   (4) conducts himself or herself in a way considered to be injurious or prejudicial to the
       character or interests of SB.

d. Before SB terminates a member’s membership, SBMC must give the member a
   full and fair opportunity, at a SB General Meeting to show why the membership should
   not be terminated.

e. If, after considering all representations made by the member, SB decides to
   terminate the membership, SB Secretary must give the member a written notice of
   the decision.

12. Appeal against rejection or termination of membership

a. A person whose application for membership has been rejected, or whose membership
   has been terminated, may give SB Secretary written notice of the person’s intention to
   appeal against the decision.

b. A notice of intention to appeal must be given to SB Secretary within 1 month after
   the person receives written notice of the decision.

c. If SB Secretary receives a notice of intention to appeal, the Secretary must, within 1
   month after receiving the notice, call a SB General Meeting to decide the appeal.



13. SB General Meeting to decide appeal

a. SB General Meeting to decide an appeal must be held within 3 months after
   SB Secretary receives the notice of intention to appeal.

b. At the meeting, the applicant must be given a full and fair opportunity to show why the
   application should not be rejected or the membership should not be terminated.

c. Also, SBMC must be given a full and fair opportunity to show why the
   application should be rejected or the membership should be terminated.

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d. An appeal must be decided by a majority vote of the members present and eligible to
   vote at the meeting.

e. If a person whose application for membership has been rejected does not appeal
   against the decision within 1 month after receiving written notice of the decision, or the
   person appeals, but the appeal is unsuccessful, SB Treasurer must, as soon as
   practicable, refund the membership fee paid by the person.

f. A person whose application for membership has been rejected, or whose membership
   has been terminated, and subsequent appeal has been unsuccessful may appeal
   to the State Management Committee.

14. Register of members

a. SB Membership Officer must keep a register of members of SB.

b. The register must include:
   (1) the full name of the member;
   (2) the postal or residential address of the member;
   (3) the date of admission as a member;
   (4) the date of death or time of resignation of the member;
   (5) details about the termination or reinstatement of membership;
   (6) class of membership; and
   (7) any other particulars SBMC or the members at a SB General Meeting decide.

c. The register must be open for inspection by members of SB at all reasonable
   times.

d. a member must contact SB Secretary to arrange an inspection of the register.

e. SBMC may, however, on the application of a member of SB, withhold
   information about the member (other than the members full name) from the
   register available for inspection if SBMC has reasonable grounds for
   believing the disclosure of the information would put the member at risk of harm.

15. Prohibition on use of information on register of members

a. A member of SB must not, without SB approval:
   (1) use information obtained from the register of members of SB to contact, or
       send material to, another member of SB for the purpose of advertising for
       political, religious, charitable or commercial purposes; or
   (2) disclose information obtained from the register to someone else, knowing that the
       information is likely to be used to contact, or send material to, another member of
       SB for the purpose of advertising for political, religious, charitable or commercial
       purposes.

16. SB Secretary

a. Appointment or Election of SB Secretary:
   (1) The SB Secretary must be:
        (a) a member of SB and elected as SB Secretary; or

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      (b) any of the following persons appointed by SB as Secretary:
         (i) a member of SBMC;
          (ii) another member of SB;
         (iii) another person.

  (2) If a vacancy happens in the office of SB Secretary, the members of
        SBMC must ensure a Secretary is appointed or elected within 1 month after the
        vacancy happens.

  (3) If SBMC appoints a person mentioned in sub rule (1)(b)(ii) as Secretary to fill a
        casual vacancy on the Executive, the person becomes a member of SBMC.
   (4) If SBMC appoints a person mentioned in sub rule (1)(b)(iii) as Secretary, the
        person does not become a member of the SBMC.

  (5) In this rule casual vacancy, means a vacancy that occurs when an
       elected member of SBMC resigns, dies or otherwise stops holding office.

b. Removal of SB Secretary.
   (1) SBMC may at any time remove a person appointed by the SBMC as the
       SB Secretary.

  (2) If SBMC removes a SB Secretary who is a person mentioned in rule 16(1)(b)(i), the
       person remains a member of SBMC.

  (3) If SBMC removes a SB Secretary who is a person mentioned in rule 16(1)(b)(ii) and
       who has been appointed to a casual vacancy on the Executive under rule 16(3), the
       person does not remain a member of SBMC.

c. SB Secretary’s Functions
   (1) SB Secretary’s functions include, but are not limited to:
       (a) calling meetings of SBMC and other SB meetings, including preparing notices of
           a meeting and of the business to be conducted at the meeting in consultation
            with SB President;
       (b) keeping minutes of each meeting; and
       (c) keeping copies of all correspondence, documents, and instruments and securities
           of title relating to the SB.

17. Membership of SBMC

a. SBMC consists of a President, 2 Vice Presidents, Treasurer, Secretary and
   up to 5 committee members.

b. A member of SBMC, other than a Secretary appointed by SBMC under rule 16 (1) (b)
   (iii) must be a member of SB.

c. The President and Vice Presidents must be Vietnam Veterans.

d. At each Annual General Meeting, the members of SBMC must retire from office, but
   are eligible, on nomination, for re-election.

e. A member of SB may be appointed to a casual vacancy on SBMC under rule 16.

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18. Electing the SB Executive

a. A member of the SB Executive may only be nominated by:
   (1) any 2 ordinary members of SB who nominate another member (the
       candidate) to serve as a member of the SB Executive, and
   (2) the nomination must be:
        (a) in writing;
        (b) signed by the candidate and the members who nominated him or her; and
        (c) given to SB Secretary no later than one month prior to the date of the SB Annual
            General Meeting.
   (3) each member present and eligible to vote at the Annual General Meeting may vote
         for 1 candidate for each vacant Executive position;
   (4) if, at the start of the meeting, there are not enough candidates nominated,
         nominations may be taken from the floor of the meeting.
b. A person may be a candidate if they:
     (1) are an adult; and
     (2) are not ineligible to be elected as a member under section 61A of the Act.

c. A list of the candidate’s names in alphabetical order, with the names of the members
   who nominated each candidate, must be distributed to all SB members no later
   than two weeks prior to the Annual General Meeting.

d. If required by SBMC, balloting lists must be prepared containing the names of the
   candidates in alphabetical order.

19. SBMC Functions

a. Subject to these rules or a resolution of SB members, carried at a SB General Meeting,
   SBMC has general control, management and administration of the affairs, property and
   funds of SB.

b. SBMC has authority to interpret the meaning of these rules and any matter relating to
   SB on which the rules are silent, but any interpretation must have regard to the Act,
   including any regulation made under the Act – NOTE – the Act prevails if SB rules are
   inconsistent with the Act – see Section 1B of the Act.

c. SBMC may exercise the SB powers.


20. Role of Executive

The role of the SB Executive is to provide day to day management and representation of
SB in accordance with the policies, financial management and delegations established by
SBMC and promulgated in SB By-Laws.

21. Funds and Accounts

a. SB funds must be kept in an account in SB’s name in a financial institution approved by
   SBMC.

b. Records and accounts must be maintained in the English language showing full and

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  accurate particulars of SB financial affairs.

c. All amounts must be deposited in the financial institution account as soon as
   practicable after receipt.

d. Any SB payment of $100 or more must be made by cheque.

e. All cheque payments require two signatories, drawn from the President, Secretary or
   Treasurer (one of these three is obligatory), with the two Vice Presidents and Office
   Manageras additional signatories.

f. All cheques must be crossed as “not negotiable”.

g. A petty cash account must be kept on the impress system with the amount approved by
   SBMC.

h. All expenditure must be approved or ratified at an SBMC meeting.

j. SB assets and income shall be applied solely in furtherance of its above-mentioned
   objects and powers and no portion shall be distributed directly or indirectly to SB
   members except as bona fides compensation for services rendered or expenses
   incurred on SB’s behalf.

k. On SBMC’s behalf, the Treasurer must, as soon as practicable after the end date of
   each financial year, ensure that an audited statement for its last reportable financial year
   is prepared, with a copy forwarded to OFT and Queensland Branch.

l .SB income and property must be used solely in promoting its objects and exercising its
    powers.


22. Resignation, removal or vacation of office of SBMC member

a. A member of SBMC may resign from SBMC by giving written notice of such
   resignation to SB Secretary.

b. The resignation takes effect at:
   (1) the time the notice is received by the SB Secretary; or
   (2) if a later time is stated in the notice—the later time.

c. A member may be removed from office at a SBMC meeting if a majority of the members
   present and eligible to vote at the meeting vote in favour of removing the member.

d. Before a vote of members is taken about removing the member from office, the member
   must be given a full and fair opportunity to show cause why he or she should not be
   removed from office.

e. A member has no right of appeal against the member’s removal from office under this
   rule.

f. A member immediately vacates the office of member in the circumstances mentioned in

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 section 64(2) of the Act.


23. Vacancies on SBMC

a. If a casual vacancy happens on SBMC, the continuing members of SBMC may appoint
   another member of the SB to fill the vacancy until the next Annual General Meeting.

b.The continuing members of SBMC may act despite a casual vacancy on SBMC.

c If the number of SBMC members is, however, less than the number fixed under rule
  21(f) as a SBMC quorum, the continuing members may act only to increase the
  number of SBMC members to the number required for a quorum, or call a special
  SB General Meeting.


24. Meetings

The meetings conducted by SB are:

a. Annual General Meeting

  (1) Each Annual General Meeting must be held within 6 months after the end date of
      SB reportable financial year.
   (2) Business to be conducted at the Annual General Meeting is:
       (a) receiving the statement of income and expenditure, assets, liabilities and
           mortgages, charges and securities affecting the property of SB for the last
           financial year:
       (b) receiving the auditor’s report on the financial affairs of SB for the last financial
            year:
       (c) presenting the audited statement to the meeting for adoption:
       (d) receiving reports:
       (e) electing the members of SBMC:
       (f) electing members for appointments;
       (g) appointing an auditor.
       (h) appointing a solicitor.

b. Special General and SBMC Meetings

   (1) SB Secretary must call a Special General Meeting or Special SBMC meeting by
       giving each SB member or SBMC member notice of the meeting within 14 days
       after:
       (a) being directed to call the meeting by the President; or
       (b) being given a written request signed by:
           (i) at least 33% of the number of members of SB or SBMC when the request
                is signed; or
           (ii) at least the number of ordinary members of SB, equal to double
               the number plus 1 of members of SB on SBMC when the request is signed;
               or
       (c) being given a written notice of an intention to appeal against the decision of
           SBMC

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            (i) to reject an application for membership; or
            (ii) to terminate a person's membership.

   (2) A request mentioned in sub rule (1)(b) must state:
      (a) why the Special General Meeting is being called; and
      (b) the business to be conducted at the meeting.

   (3) A Special General Meeting must be held within 3 months after SB Secretary is:
      (a) directed to call the meeting by the President; or
      (b) given the written request mentioned in sub rule (1)(b); or
      (c) given the written notice of an intention to appeal mentioned in sub rule (1)(c).

   (4) If SB Secretary is unable or unwilling to call the special Meeting, the President
      must call the meeting.


c. SBMC Meetings

   (1) Subject to this rule, SBMC may meet and conduct its proceedings as it
       considers appropriate.

   (2) SBMC must meet at least once every quarter to exercise its functions.

   (3) SBMC must decide how a meeting is to be called.

   (4) Notice of a meeting is to be given in the way decided by SBMC.

   (5) SBMC may hold meetings, or permit a SBMC member to take part in its
       meetings, by using any technology that reasonably allows the member to
       participate fully in discussions.

   (6) A SBMC member who participates in the meeting as mentioned in sub rule (5)
       is taken to be present at the meeting.

   (7) A question arising at a SBMC meeting is to be decided by a majority vote of
       SBMC members present at the meeting and, if the votes are equal, the question
       is decided in the negative.

   (8) A member of SBMC must not vote on a question about a contract or proposed
       contract with SB if the member has an interest in the contract or
       proposed contract and, if the member does vote, the member’s vote must not be
       counted.

   (9) The President is to preside as Chairperson at SBMC meetings.

   (10) If there is no President or if the President is not present within 10 minutes after
        the time fixed for SBMC meeting, the members may choose 1 of their number
        to preside as Chairperson at the meeting.

   (11) SB Secretary is to call SBMC meeting at least once every quarter.


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   (12) SB Secretary must give at least 30 days notice of SBMC meeting to each
        member.

   (13) If SB Secretary is unable or unwilling to call the meeting, the President must call
        the meeting.

   (14) SBMC may decide the way in which the notice must be given.

   (15) Notice of the following meetings, however, must be given in writing:
        (a) a meeting called to hear and decide the appeal of a person against
            SBMC decision to:
            (i) reject the person's application for membership of SB; or
            (ii) terminate the person's membership of SB,
        (b) a meeting called to hear and decide a proposed special resolution of SB.

   (16) A notice of SBMC meeting must state the business to be conducted at the
       meeting.

d. Monthly SB General Meetings

  (1) SB Monthly General Meetings are to be held on a day and time decided by SB and
      are to be advertised in SB monthly bulletin “RICHOCHET”, issued to all SB
      members.

e. Appointment and meetings of sub committees

  (1) SBMC may appoint a subcommittee consisting of members of SB
       considered competent by SBMC to help with the conduct of its operations.

  (2) A member of the subcommittee who is not a member of SBMC is not
      entitled to vote at SBMC meeting.

  (3) A subcommittee may elect a Chairperson of its meetings.

  (4) If a Chairperson is not elected, or if the Chairperson is not present within 10
       minutes after the time fixed for a meeting, the members present may choose
       one of their number to be Chairperson of the meeting.

  (5) A subcommittee may meet and adjourn as it considers appropriate.

  (6) A question arising at a subcommittee meeting is to be decided by a majority vote of
      the members present at the meeting and, if the votes are equal, the question is
      decided in the negative.

 f. Minutes of SB Annual General Meetings, monthly SB General Meetings, SBMC
    Meetings and Sub-committee Meetings

   (1) SB Secretary and any Sub-Committee Chairperson must ensure full and
       accurate minutes of all questions, matters, resolutions and other proceedings
       of each of the above meetings are entered in a minute book.


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    (2) To ensure the accuracy of the minutes:
        (a) the minutes of each of the above meetings must be signed by the Chairperson
            of each meeting or the Chairperson of the next meeting of that type, verifying
            their accuracy.

    (3) If asked by a member of SB, SB Secretary must, within 28 days after the request is
         made:
       (a) make the minute book for a particular meeting available for inspection by the
            member at a mutually agreed time and place; and
       (b) give the member copies of the minutes of the meeting.

    (4) SB may require the member to pay the reasonable costs of providing
        copies of the minutes.

g. Quorums

   (1) No business shall be transacted in a proposed SB or SBMC meeting
       unless a quorum of members, 15 and 6 respectively, is present at the time when
       the meeting proceeds to business.

   (2) If a quorum, as defined at sub-clause (1) is not present within thirty minutes of the
       time appointed for the meeting, the meeting is to be adjourned.

   (3) The meeting is to stand adjourned until a time and day determined by the President
       but not earlier than one hour after the adjournment.

   (4) If a quorum is not present within thirty minutes of the time appointed for the
       adjourned meeting, the SB or SBMC members present shall constitute a
       Quorum.

h. Acts not affected by defects or disqualifications

   (1) An act performed by SB, SBMC, a sub-committee or a person acting as a
       member of any of such bodies is taken to have been validly performed.

   (2) Sub rule (1) applies even if the act was performed when:
       (a) there was a defect in the appointment of a member of SB, SBMC,
            a sub-committee or person acting as a member of any of such bodies
       (b) a SB, SBMC, a sub-committee member, or person acting as a member
            of any of such bodies was disqualified from being a member.

j. Resolutions of SBMC without meeting

   (1) A written resolution signed by each member of SBMC is as valid and
       effectual as if it had been passed at a SBMC meeting that was properly called
       and held.

   (2) A resolution mentioned in sub rule (1) may consist of several documents in like
       form, each signed by 1 or more members of SBMC.



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25. By-Laws.

a. SBMC may make, amend or repeal by-laws, not inconsistent with these
   rules, for the internal management of SB.

b. A by-law may be set aside by a vote of SBMC.

26. Alteration of Rules

Subject to the provisions of the Associations Incorporation Act 1981, these rules may be
amended, rescinded or added to from time to time by a special resolution carried at any
SBMC meeting, by 75% of members present, provided that no such amendment,
rescission or addition shall be valid unless the same shall have been previously submitted
to and approved by the Honorable, the Minister for Justice and Attorney-General.

27. Common Seal

    (1) SBMC must ensure SB has a common seal.

    (2) The common seal must be:
       (a) kept securely by SBMC; and
       (b) used only under the authority of SBMC.

    (3) Each instrument to which the seal is attached must be signed by a member of
        SBMC and countersigned by:
        (a) SB Secretary; or
        (b) another member of SBMC; or
        (c) someone authorised by SBMC.

28. Documents

SBMC must ensure the safe custody of books, documents, instruments of title and
securities of SB.

29. Dissolution

a. The liability of a member to contribute towards the payment of the debts and liabilities of
   SB or the cost, charges and expenses of the winding up of SB is limited to the amount
   if any, unpaid by the member in respect of membership of SB.

b. If, upon the winding up or cancellation of the incorporation of SB there remains, after
   satisfaction of all its debts and liabilities, any assets or property, they shall not be paid to
   or distributed among the members but are to be given or transferred to some other
   institution or institutions having objects similar to the objects of SB, which prohibits the
   distribution of income amongst its members and which is/are approved by the
   Commissioner for Taxation in accordance with current taxation laws.




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30. Certification

I certify that this is a true and correct copy of the constitution of the Vietnam Veterans
Association of Australia, Sunshine Coast Sub-Branch Incorporated.


___________________________           ____________________
President/Chairman                    Date




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