The Companies Ordinance, 1962-63
A Company Limited by Guarantee
And Not Having a Share Capital
MEMORANDUM OF ASSOCIATION
NATIONAL AMUSEMENT MACHINE OPERATORS’ ASSOCIATION LIMITED
1. The name of the Company (hereinafter called “the Association”) is “NATIONAL AMUSEMENT MACHINE OPERATORS’ ASSOCIATION LIMITED.”
2. The registered office of the Association shall be situated in Canberra or any other such place as may be mutually agreed from time to time by the Directors of the Association then in office.
3. The object for which the Association is established are:-
a)To promote the operation of all types amusement machines and equipment.
b) To protect and further the interests of operators, manufacturers, distributors, and repairers of all types of amusement machines and equipment.
c) To promote and maintain fair and honourable practice amongst Operators of amusement machines; and to establish a code of ethics and good will in regard to the foregoing.
d) To inquire and decide questions as to conduct and practice of members and to make rules in respect thereto which rules may then be incorporated in the code of ethics.
e) To confer, establish and support other bodies with like objects both inside and outside the Commonwealth of Australia and to enter into partnership or arrangement or agreements with any such body.
f) In furtherance of the objects of the Association to make suggestions uponlegislation and to propose legislation throughout the Commonwealth of Australia.
g) To establish and maintain an historic and ongoing industry information and a National database.
h) To purchase, take on lease, hire or otherwise acquire any real or personal property and any right or privilege necessary or convenient for the purposes of the Association and to build, erect, acquire or alter any building or buildings for the purposes of the Association or the members thereof.
i) To sell, lease, lend, improve, manage, mortgage, charge or otherwise deal with all or any part of the property of the Association.
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j) To borrow and raise money for the purposes of the Association and to secure the repayment thereof in such manner as may be determined and for this purpose to mortgage or charge all or any part of the property of the Association including the amount of the liability of the members of the Association for the time being in the event of the Association being wound up.
k) To invest the moneys of the Association not immediately required upon such ecurities as may be permitted by law for the investment of trust funds as may be determined.
l) To pay out of the funds of the Association all expenses of and incidental to the formation, incorporation and registration.
m) In furtherance of the objects of the Association to promote any company for the purposes of acquiring all or any of the property and liabilities of the Associationor for any other purpose which may seem directly or indirectly calculated to benefit the Association. Provided that such company shall prohibit the distribution of its income and property amongst its members to an extent at least as great as is imposed on the Association under or by virtue of Clause 7 hereof.
n) To obtain any Act of Parliament for enabling the Association to carry any of its objects into effect and to oppose any legislation, legal proceedings or application which may seem calculated to prejudice the interests of the Association and to undertake any legal proceedings or many any application which may be expedient or desirable in relation to any persons, acts, matters or things affecting the assets and/or rights and/or liability of the Association or any of its members.
o) To make such donations to such charity or charities and on such terms as may be determined.
q) The provisions of the Third Schedule of the Companies Ordinance 1962-63 shall not apply to the Association and the foregoing powers of this Memorandum shall be read and construed without reference to the provisions of that Schedule.
4. The income and property of the Association whencesoever derived shall be applied solely towards the promotion of the objects of the Association as set forth in this Memorandum of Association and no portion thereof shall be paid or transferred directly or indirectly by way of dividend bonus or otherwise howsoever by way of profit to the members of the Association. Provided that nothing herein shall prevent the payment in good faith of reasonable and proper remuneration to any officers or servants of the Association or to any member of the Association or other person in return for any services actually rendered to the Association nor prevent the payment of interest at a rate not exceeding 12% per centum per annum on money lent or reasonable and proper rent for premises demised or let by any member to the Association.
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5. The liability of members is limited.
6. Every member of the Association undertakes to contribute to the assets of the Association in the event of the same being wound up during the time that he is a member or within one year afterwards for payment of the debts and liabilities of the Association contracted before the time at which he ceases to be a member and the costs, charges and expenses of winding up the Association and the adjustment of the rights of the contributories among themselves, such amount as may be required, not exceeding twenty dollars ($20.00).
7. If upon the winding up or dissolution of the Association there remain after the satisfaction of all its debts and liabilities any property whatsoever the same shall not be paid to or distributed amongst the members of the Association but shall be given or transferred to some other institution or institutions having objects similar to the objects of the Association and which shall prohibit the distribution of its or their income and property amongst its or their members to an extent at least as great as is imposed on the Association under or by virtue of Clause 4 hereof such institution or institutions to be determined by the members of the Association at or before the time of dissolution and in default thereof by the Chief Judge in Equity in the Supreme Court of New South Wales or such other Judge of that Court as may have or acquire jurisdiction in the matter and if and so far as effect cannot be given to the aforesaid provision then to some charitable object.
8. True accounts shall be kept of the sums of money received and expended by the Association and of the matters in respect of which such receipts and expenditure take place and of the property credits and liabilities of the Association and subject to any reasonable restrictions as to the time and manner of inspecting the same that may be imposed in accordance with the regulations of the Association for the time being, shall be open to the inspection of the members. Once at least in every year the accounts of the Association shall be examined and the correctness thereof and of the balance sheet ascertained by one or more properly qualified auditor or auditors.
9. The full names, addresses and occupations of the subscribers hereto are:-
We, the several persons whose names and addresses are subscribed are desirous of being formed into a Company in pursuance of this Memorandum of Association.
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Names, Addresses & Descriptions
Witness to Signatures
DATED this day of 19
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The Companies Ordinance, 1962-63
A Company Limited by Guarantee
And Not Having a Share Capital
ARTICLES OF ASSOCIATION
NATIONAL AMUSEMENT MACHINE OPERATORS’ ASSOCIATION LIMITED
1. In these Articles unless there is something in the subject or context inconsistent therewith:
a) “The Association” means the NATIONAL AMUSEMENT MACHINE OPERATORS’ ASSOCIATION LIMITED.
b) “The Ordinance” means the Companies Ordinance 1962-63.
c) “The Office” means the registered office for the time being of the Association.
d) “the Board” means themembers for the time being of the Board of Directors hereby constituted which members shall be the Directors of the Association for the purposes of the Ordinance elected in accordance with 40.2 and 40.3
e)State or Regional Committeemeans a Committee formed and comprised of Association members from any State or Territory of the commonwealth of Australia being so recognised by the Association.
f) “Operator” or “Amusement Machine Operator” means a person or corporation who, inter alia carries on business as a vendor, lessor, manufacturer, distributor or repairer of amusement equipment, or other such entities that may be approved by the Board.
g) “State Branch” is the division of membership residing within a particular State or Territory whose numbers qualify delegates to become Directors on the Board or representatives on the Board.
2. For the purposes of registration the Association is declared to consist of twenty members but the Board may from time to time register such increase in members as it shall so decide.
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3. The subscribers to the Memorandum of Association and such other persons bodies corp orate associations or entity as the Board may admit to membership shall be members of the Association and shall be entered on the Register of Members accordingly.
4.1 Subject to the rights of the subscribers to the Memorandum of Association no person shall be admitted as a member of the Association unless he is first approved by the Board and subject as aforesaid the Board shall have full discretion to the admission of any person to membership.4.2 A member of the Board will consult with the Chairman of the State or Regional Committee from whence a member inquiry emanates before granting interim approval. The Board can only approve a membership application with the consent of the relevant State or regional Committee.
5.1 The Board shall from time to time determine the amount to be paid by members by way of subscription and by way of entrance fees with the power to fix different rates and different entrance fees for different classes of members.
5.2 The Board shall determine annually the subscriptions payable for any future period of twelve months commencing from the 1 July in any year (or from the date of incorporation of the Association to the 30 June next ensuing for the purposes of the first subscription) (the “Subscription Period”). All such annual subscriptions shall become due and payable on the 1 July of the year immediately succeeding such determination provided that the first subscription shall be due from the date upon which a statement or account or notice is sent to the members of the amount thus determined.
5.3 Any member being admitted to membership after the July 1 of any year but before July 1 in any subsequent year, shall be allowed a fee determined on a pro-rata basis granted on the following years subscription provided that the full fee is paid on theinitial enrolment.
6. If any member shall wilfully refuse or neglect to comply with the provisions of the Memorandum or Articles of Association of the Association or any Rules of the Association or shall be guilty of any conduct which in the opinion of the Board is unbecoming of a member or prejudicial to the interests of the Association, the Board shall have power to expel the Member from the Association and erase his name from the Register of Members provided that at least one week (or such further or extended period as the Board in its sole and absolute discretion may approve) before the meeting of the Board at which a resolution for his expulsion is passed the member shall have had notice of such meeting and of what is alleged against him and of the intended resolution for his expulsion and that he shall at such meeting and before the passing of such resolution have had an opportunity of giving orally or in writing any explanation or defence he may think fit and provided further that any such member may by notice in writing lodge with the Secretary at least twenty-four (24) hours before the time for holding the meeting at which the resolution for his expulsion is to be considered by the Board elect to have the question of his expulsion dealt with by the Association in general meeting and in that event an extraordinary general meeting of the Association shall be called for the purpose and if at that meeting a resolution for the expulsion of the member be passed by a majority of two-thirds of those present and voting (such vote to be taken by ballot) that the member shall be expelled and his name removed from the Register of Members.
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REGISTER OF MEMBERS
7. The Association shall complete and keep a Register of Members. All notices required to be given to any member shall be deemed to be duly given if delivered or posted to his registered address. Any member who shall at any time change his address shall immediately give notice thereof in writing to the Secretary.
8. The rights and privileges of every member shall be personal to him only and shall not be transferable by his own act or by operation of law.
9. No person shall be entitled to exercise the rights or privileges of a member unless his name appears on the Register of Members as a member for the time being of the Association.
10.1 Any member who is not indebted to the Association for any sum may withdraw from the Association by giving notice in writing to the Board of his intention so to do and upon receipt of the notice by the Association he shall cease to be a member.
10.2 Any member who is indebted to the Association for any sum may give notice in writing to the Board of his intention to withdraw from the Association but such notice shall not become effective and the member shall remain a member of the Association until all indebtedness to the Association (including any further sum or sums accruing after the date of such notice) has been discharged in full or the Board resolves to accept such withdrawal without such payment, whichever shall be the sooner, PROVIDED THAT pending such discharge or acceptance the said member shall have no right to vote as a member or to receive notice of or to attend meetings of the Association.
11 Any person who shall by any means cease to be a member shall nevertheless remain liable to and shall pay to the Association all moneys which at the time of his ceasing to be a member may be owing from him to the Association and payment whereof shall not have been waived by the Board.
12. Subject to the provisions of Article 10 the resignation of members shall be in writing addressed to the Board, and failing such notice of intention to resign a member shall continue to be liable to pay subscriptions from time to time.
EXPULSION OF MEMBERS
13. A member who is expelled pursuant to Article 6 shall forfeit all claim to a return of the money paid by him to the Association on his admission as a Member thereof or by way of annual subscription as the case may be and he shall cease to be a member of the Association.
14. Any person who has ceased to be a member shall continue liable in respect of all liabilities to the Association incurred by him up to the time of his ceasing to be a member.
15. No member who is in arrears in respect of any subscription shall be eligible to be nominated as candidate for the Board or be regarded as a member for the purposes of these Articles.
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16. If the Directors so decide a statutory meeting of the Association as required by Section 135 of the Companies Ordinance 1962-63 shall be held at such time not being less than one (1) month, nor more than three (3) months after the incorporation of the Association and at such place and time as the Board shall determine.
17. An annual general meeting shall be held in accordance with the provisions of the Ordinance and shall be held at least once in every year and not more than fifteen months after the holding of the last preceding annual general meeting and so long as it holds its first annual general meeting within eighteen months of its incorporation. All general meetings other than the annual general meeting shall be called extraordinary general meetings.
18.1 The Board may whenever it thinks fit and shall on a requisition made in writing to theSecretary by not less than two members convene an extraordinary general meeting.
18.2 Any such requisition made by members must state the object of the meeting proposed to be called and must be signed by the requisitionists and deposited at the registered office of the Association.
18.3 Within a reasonable time after the receipt of the said requisition by the Secretary, the Board shall proceed to convene an extraordinary general meeting. If the Board do not proceed to cause such meeting to be held within twenty-one days from the date of the said requisition being so deposited, the said requisitionists or any ten members, including any such requisitionist or requisitionists may themselves convene the meeting so requisitioned.
19.1 There shall be given to every member in manner hereinafter prescribed for the giving of notices by the Association to members five days’ notice at least of the place, day and hour of every annual and extraordinary general meeting and such notice shall specify: a) in the case of special business, the general nature of the business, and b) if any election of the Board or of any person or persons as a member or members thereof is to form part of the business of such meeting, the last day for the receipt of nominations of candidates.
19.2 The non-receipt by any member of such notice of meeting shall not invalidate theproceedings at any such meeting.
20. Any member may at any annual or extraordinary general meeting propose any motion (relative to the objects of the Association) of which notice of motion shall have been given to the Secretary at least seven days prior to the giving to the Secretary at least seven days prior to the giving of notice of such meeting in accordance with these Articles. Provided that no such motion shall be proposed at any such meeting unless
21. All business transacted at an extraordinary general meeting shall be deemed to be special business, and all business transacted at an annual general meeting, with the exception of the consideration of the accounts, balance sheets and the ordinary reports f the Board and auditors, the election of members of the Board and other officers in the place of those retiring by effluxion of time and the fixing of the remuneration of the auditors shall be deemed special business
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22. If within one hour from the time appointed for the commencement of any annual or extraordinary general meeting, a quorum of members be not present such meeting, if convened by a requisition of members or otherwise than by the Board, shall be dissolved; in any other case it shall stand adjourned to the same day in the following week at the same hour and place and if at such adjourned meeting a quorum of members be not present within one-half hour from the time fixed for the commencement thereof the members then present shall constitute a quorum.
23. If a poll be demanded the same shall be taken immediately in such manner as the Chairman shall direct, and the result of such poll shall be deemed to be the resolution of the meeting in respect of the business for which such poll shall have been so demanded.
24. No member shall be entiled to vote at any meeting or be proposed for membership or elected a member of the Council unless all moneys due from him to the Association shall have been paid.
25. The instrument appointing a proxy shall be deposited at the registered office of the Association not less than two hours before the time appointed for the commencement of the meeting or adjourned meeting at which such proxy shall be by virtue of his appointment as such proxy authorised to vote or if not so deposited shall be handed to the Chairman of such meeting or adjourned meeting.
PROCEDURE AT GENERAL MEETING26. The business of an annual general meeting shall be:-
a) To receive and consider the balance sheet report and statement of accounts for the past year, the report of the Board of Management and of the auditor.
b) The result of the election of the members of the Board.
c) The election of the auditor.
d) To transact such other business which under these Rules ought to be transacted at an annual general meeting and any business which is brought under consideration by the report of the Board issued with the notice convening the meeting.
27. A quorum at a general meeting shall consist of six (6) members present personally or by proxy or by duly appointed representative and entitled to vote. No business shall be transacted at any general meeting unless the quorum requisite be present at the commencement of such business.
28. The Chairman shall be entitled to take the Chair at every general meeting or if there be no Chairman or if at any meeting he shall not be present within fifteen minutes after the time appointed for holding such meeting then a Vice-Chairman shall take the chair and if none of them be present the members present shall choose someone of their number to be Chairman of their meeting.
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29. Every question submitted to a meeting shall be decided in the first instance by a show of hands unless a poll be demanded by any member present in person, by representative or proxy and where a poll is demanded the same shall be taken and in the case of an equality of votes either on a show of hands or on a poll, the Chairman shall have a casting vote in addition to the vote or votes to which he may be entitled as a member.
30. At any general meeting a declaration by the Chairman that a resolution has been carried or carried by a particular majority and an entry to that effect in the books of proceedings of the Association shall be conclusive evidence of the fact without proof of the number or proportion of votes recorded in favour of or against such resolution unless such a count f the number or proportion of votes is requested at the time.
31. The Chairman of a general meeting may with the consent of the meeting adjourn the same from time to time and from place to place but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
32. All motions, resolutions and amendments shall if at the request of the Chairman be in writing signed by the mover and seconder and be withdrawn with their joint consent. No member shall be allowed to address the Chair more than once on any motion, resolution or amendment except the mover who shall be entitled to reply.
VOTES OF MEMBERS
33. On a show of hands or in the event of a poll, every eligible member present in person or by constitutionally appointed representative or by proxy shall have one vote.
34. A member of unsound mind or in respect of whom an order has been made by any Court having jurisdiction in lunacy or an insane patient within the meaning of the Lunacy Act 1898 may vote whether on a show of hands or on a poll by his committee or by some other person in the nature of a committee or appointed by that Court or by the manager of his estate or by the Master in Lunacy as the case may be and any such committee manager or other person or Master may on a poll vote by proxy.
35. No member shall be entitled to be present or vote on any question either in person, by representative or proxy or as a proxy for another member at any meeting of the Association or to be reckoned in a quorum whilst any subscription or other sum shall be due and payable to the Association by such member.
36. The instrument appointing a proxy or representative shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or if the appointor is a corporation either under seal or under the hand of an officer or attorney duly authorised. No person shall be appointed a proxy who is not a member of the Association and qualified to vote save that a corporation being a member of the Association may appoint as its proxy any person though not a member of the Association.
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37. An instrument appointing a proxy may be in the following form or any other form which the Directors shall approve:-
“I _______________________ of _________________________________
in the State of ______________ being a member of __________________
_________________________ hereby appoint _______________________
of ______________________________ as my proxy to vote for me and on
my behalf at the ____________________ general meeting of the Association
to be held on the _________________ day of ___________________ and at
any adjournment thereof.
Signed this ____________________ day of __________________ 19__”
38. The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.
CORPORATIONS ACTING BY REPRESENTATIVES AT MEETINGS
39. Any corporation which is a member of the Association may by resolution of its Directors or other governing body authorise such person as it think fit to act as its representative at any meeting of the Association or of any class of members of the Association and the person so authorised shall be entitled to exercise the same powers on behalf of the corporation which he represents as that corporation shall exercise if it were an individual member of the Association provided such written authority is produced to the chairman prior to the meeting.
THE BOARD OF DIRECTORS
40.1 A State or Regional Committee representing less than 20 members from a particular State or Territory shall nominate 1 Delegate as a representative to the Board. A Delegate so nominated is not a Director of the Board.
40.2 A State or Regional Committee representing at least 20 members from a particular State or Territory shall nominate 1 Director to the Board. A Director can be similarly nominated in successive years provided membership numbers do not fall below 15.
40.3 A State or Regional Committee representing at least 40 members from a particular State or Territory shall nominate 2 Directors to the Board. Directors can be similarly nominated in successive years provided membership numbers do not fall below 35.
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40.4 If at any time the qualifying numbers for Board representation exceeds the nominal figures as noted in 40.1, 40.2, and 40.3, then the respective Board representation can be immediately adjusted accordingly.
40.5 Nominations from the various State and regional Committees for their representatives on the Board must be lodged with the Association Chairman or Secretary 21 days prior to the AGM
40.6 Nominations for the Directors and representatives (under 40.1, 40.2, 40.3 ) will be posted with notice of AGM
40.7 Directors will be elected at the AGM from the nominations posted in accordance with 40.1, 40.2, and 40.3
40.8 The Board once assembled will elect from the nominated Directors its Chairman.
40.9 The position of Vice-Chairman is first offered to the immediate past Chairman, but if he is unavailable or unwilling, then the Directors will elect a Vice-Chairman from theother Directors on the Board.
40.10 The Board including the Regional Committee Representatives will elect from within their ranks a Secretary and Treasurer.
40.11 No Chairman shall be Chairman for longer than three (3) consecutive years.
40.12 The State and Regional Committee representatives will put forward such motions as requested by their respective Committees and report to their respective Committees all relevant Board activity.
40.13For the purpose of this Article, an eligible member is a member who at the date of his nomination for election or appointment to the office of Director, is a financial member of the Association or is an appointee of a financial member.
41.1 The number of Directors will be determined by the process as defined under 40.2 and 40.3
41.2 The number of Regional Committee representatives on the Board will be as definedby 40.1
42.1 An inaugural Board will be established comprising the Chairman and another Directors of each contributing State Association which will remain in force until such time as the first elections are held following the adoption of these revised articles.
42.2 The inaugural Board will immediately recognise the Regional Committee. representatives as defined in 40.1
42.3 The Board will remain if force for a period of 12 months or until such time as the next Annual General Meeting takes place.
42.4 The Board shall retire annually other than for 42.1
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43.1 A retiring member of the Board shall be eligible for re-election.
43.2 The Board will immediately act to replace a member of the Board who has retired, resigned, or has been expelled during a term, in accordance with 40.1, 40.2, 40.3, where the respective State or Regional Committee will provide from within their ranks a suitable replacement.
44.1 Members from each State Branch will hold elections to form a Committee comprising no more than 12 ordinary members, which will become the State or Regional Committee of the Association.
44.2 A State or regional Committee will elect from within its ranks a Chairman, a Vice- Chairman, a Secretary and a Treasurer. The Secretary and the Treasurer can also be the Chairman or Vice-Chairman.
44.3 A State or regional Committee once assembled, will elect from its ranks, representatives, as defined under 40.1, 40.2, 40.3 to comprise the National Board. The representative/s may or may not be the Chairman of the Particular State or Regional Committee
44.4 Within 7 days of a State or regional Committee being assembled, their nominations to the Board will be notified in writing to the Secretary of the Board. The State or Regional Committee will be formed, no sooner than 28 days before the AGM.
44.5 There is no minimum period of membership before a member can be nominated to any State or Regional Committee .
44.6 Candidates for Chairman Vice-Chairman Secretary and Treasurer must have served a minimum of 1 year on a State or Regional Committee.
44.7 The members of each State or Regional Committee will retire annually and can stand for re-election.
44.8 The maximum term for a chairman of a State or Regional Committee is to be three (3) years sequentially.
44.9 The State or Regional Committee chairman can vote on all issued but has no casting vote.
POWERS AND DUTIES OF THE BOARD OF DIRECTORS
45. The management of the business of the Association shall be vested in Directors and the Directors may exercise all such powers and do all such acts and things as the Association by its Memorandum of Association or otherwise authorised to exercise and do and are not hereby or by statute directed or required to be exercised or done by the Association in general meeting, but subject nevertheless to the provisions of the Ordinance and of these presents and to any regulations not being inconsistent with these presents from time to time made by the Association in general meeting; provided that no such regulations shall invalidate any prior act of the Directors which would have been valid if such regulation had not been made.
46. Without prejudice to the general powers conferred by the last preceding clause and the other powers conferred by these presents it is hereby expressly declared that the Directors shall have the following powers that is to say power ;
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46.1 To pay out of any moneys of the Association the costs charges and expenses preliminary and incidental to the promotion, formation, establishment and registration of the Association and to remunerate by commission brokerage or otherwise any person or company for services rendered or to be rendered in or about the formation of or registration of the Association or the conduct of its business or in placing or assisting to place or guaranteeing or underwriting the placing of any of the shares in the Association capital or any debentures, debenture stock or other security of the Association.
46.2 To purchase, take in exchange or on lease or otherwise acquire for the Association any real or personal property rights or privileges which the Association is authorised to acquire at such price and generally on such terms and conditions as they think fit.
46.3 At their discretion to pay for any property rights or privileges acquired by or services rendered to the Association either wholly or partially in cash or in shares, bonds, debentures or other securities of the Association and any such shares may be issued as fully paid up or with such amount credited as paid up thereon as may be agreed upon; and any such bonds, debentures and other securities may be either specifically charged upon all or any part of the property of the Association and its uncalled capitalnot so charged.
46.4 To appoint and at their discretion remove or suspend such general managers, financial managers, managers’ secretaries, engineers, solicitors, officers, clerks, agents and servants as they may from time to time think fit and to determine their powers and duties, and fix their salaries or emoluments and to require security in such instances and to such amounts as they think fit.
46.5 To institute, conduct, defend, compound or abandon any legal proceedings by or against the Association or its officers or otherwise concerning the affairs of the Association and also to compound and allow time for payment or satisfaction of any debt to or of anyclaim or demand of the Association.
46.6 To make and give effectual receipts, releases and other discharges for money payable to the Association and for claims and demands of the Association.
46.7 To draw, accept, make, endorse, transfer, discount, guarantee and negotiate such cheques, bills of exchange, promissory notes and deposit notes and to give such other obligations as may seem to them to be expedient for the purposes of any of the business of the Association.
46.8 To determine who shall be entitled to sign on the Association’s behalf bills, notes, receipts, acceptances, endorsements, cheques, releases, contracts and documents.
46.9 To act on behalf of the Association in all matters relating to bankruptcy, insolvencies, assignments or liquidations and to refer any claims or demand by or against the Association to arbitration and to observe and perform the awards.
46.10 To insure against damage by fire or at sea or in the air or from accident or otherwise any insurable property of the Association and to insure any of the servants of the Association against risk accident or infidelity and to effect insurances indemnifying the Association in respect of claims by reason thereof and to pay all premiums on such insurances.
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46.11 To affix the seal of the Association to and to subscribe and otherwise execute and complete or cause to be executed and completed all agreements, conveyances, grants, deeds of exchange, leases, mortgages, debentures. Bonds and all other deeds, assurances and documents which they may from time to time think necessary.
46.12 From time to time to appoint such and so many trustees for any property of theAssociation as they think proper and may cause any property whether real or personal belonging to or about to be acquired by or on behalf of the Association to be conveyed or assigned to or otherwise vested in such trustees or any of them as trustees for the Association.
46.13 To make donations to any person either of cash specie shares or other assets as the Directors may think directly or indirectly conducive to all or any of its objects or otherwise expedient.
46.14 To give to any person employed by the Association other than an ordinary Director of the Association a commission on the profits of any particular business or transaction or a share in the general profits of the Association and such commission or share of profits shall be treated as part of the working expenses of the Association.
46.15 From time to time to make, vary and repeal rules and by-laws for the regulation of the business of the Association its officers and servants and for the conduct of members as members of the Association and for dealings between members and the maintenance of sound and ethical business practices between members which rules may at any time be varied by a majority of three-quarters of the Directors entitled to attend and to vote at Directors meetings.
46.16 To enter into all such negotiations and contracts and rescind and vary all such contracts and execute and do all such acts, deeds and things in the name and on behalf of the Association as they may consider expedient for or in relation to any of the matters aforesaid or otherwise for the purposes of the Association.
46.17 To carry out all or any of the foregoing objects or powers as principals or agents or in partnership or conjunction with any other person, syndicate, partnership, association, company or corporation and in any part of the world.
46.18 A register of all Association bi-laws will be kept by the secretary and be made available on request to any member of the Association.
DISQUALIFICATION OF DIRECTORS
47. The office of the Director shall ipso facto be vacated
a) if he becomes bankrupt or suspends payment of compound with his creditors or be convicted of a felony;
b) if he is found lunatic or becomes of unsound mind;
c) if he is absent from three consecutive meetings of Directors without special leave of absence from the Board;
d) if he by notice in writing to the Association resigns his appointment;
e) if he becomes prohibited from being a Director by reason of any order made under Sections 255 or 307 of the Ordinance;
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47 f) if he fails to abide by the decision of the Association made in accordance with its rules in relation to a dispute between members or in relation to the observance by him of the said rules of the Association;
g) if being a member, he ceases to be a member;
h) if being a duly qualified person (as defined in Article 40) he ceases to be a duly qualified person;
I) the NAMOA Board can not include any person who independently or representatively is a member of an organisation that displays directives in conflict with NAMOA objectives.
PROVIDED THAT the office of Director shall not be considered vacant except in the events referred to in sub-clause (b) of this Article until an entry of such vacation shall be made in the Directors’ Minute Book. Any director whose office becomes so vacant shall subject to the Act be eligible for immediate re-election or re-appointment.
48. No Director shall be disqualified by his office from holding any office or place of profit under the Association (except that of auditor) or under any company in which this Association shall be shareholder or otherwise interested or from contracting with the Association either as vendor, purchaser or otherwise nor shall any such contract or any contract or arrangement entered into by or on behalf of the Association in which any Directors shall be in any way interested be avoided nor shall any Director be liable to account to the Association 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 Director holding that office or of the fiduciary relations thereby established but it is declared that the nature of his interest must be disclosed by him at or before the meeting of the Directors at which the contract or arrangement is first taken into consideration if his interest then exists or in any other case at the first meeting of the Directors after the acquisition of his nterest. If a Director becomes interested in a contract or arrangement after it is made or entered into the disclosure of his interest shall be made at the first meeting of the Directors held after he becomes so interested. A Director may as a Director vote in respect of any contract or arrangement in which he is interested as aforesaid. A general notice that a Director is a member of any specified firm or company and is to be regarded as interested in all transactions with that firm or company shall be sufficient disclosure under this Article as regards such Director and the said transactions and after such general notice it shall not be necessary for such Director to give a special notice relating to any particular transaction with
PROCEEDINGS OF DIRECTORS
49.1 The Directors may meet together for the dispatch of business adjourn and otherwise regulate their meetings as they think fit. Questions arising at any meeting shall be decided by a majority of votes. In the case of an equality of votes, the motion is resolved in the negative.
49.2 The Chairman shall vote on all issues but has no additional or casting vote.
49.3If an issue remains unresolved after being the subject of debate of 3 consecutive Board meetings, then the issue will be put to the members and voted on at the next AGM or Extraordinary General Meeting.
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50. A Director may and the Secretary on the requisition of a Director shall at any timesummon a meeting of the Directors.
51.1 The quorum necessary for the transaction of the business of the Directors may be fixed by the Directors and unless otherwise so fixed shall be at least half less one of the current number of Directors. If within one half hour from the time appointed for the commencement of any Directors’ Meeting a quorum of members be not present, such meeting shall stand adjourned to the same day in the following week at the same hour and place and if at such adjourned meeting a quorum of Directors be not present within one half hour from the time fixed for the commencement thereof the Directors then present shall constitute a quorum.
51.2 If the Board is meeting by pre-arranged telephone linkage, and after a reasonable attempt has been made to contact all the parties listed, there is no Chairman, the Vice- Chairman will chair the meeting. If the Vice-Chairman is unavailable or unwilling to Chair the meeting, a Chairman will be nominated and elected from those present at the time.
52. The continuing Directors may act notwithstanding any vacancy in their body but if and so long as their number is reduced below the number fixed by or pursuant to the regulations of the Association as the necessary quorum of Directors the Directors may act for the purpose of increasing the number of Directors to that number or of summoning a general meeting of the Association but for no other purpose.
53. The Directors may elect a Chairman of their meetings and determine the period for which he is to hold office but if no such Chairman is elected or if at any meeting the Chairman is not present at the time appointed for holding the same the Directors present shall choose someone of their number to be Chairman at such meeting.
54. All acts done by any meeting of the Directors or of a Board of Directors or by any person acting as a Director shall notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such Director or person acting as aforesaid or that they or any of them were disqualified be as valid as if every such person had been duly appointed and was qualified to be a Director.
55.1 A resolution of the Board in writing signed by a majority of Directors entitled to vote shall be valid and effectual as if it had been passed at a meeting of the Directors duly called and constituted and the Directors may sign separate copies of the resolution or document circulated for that purpose by mail or fax, providing listed recipients acknowledge they received the resolution and if they don’t then the resolution will be sent by registered mail.
55.2 Any motion circulated as in 55.1 not responded to within 7 days of dispatch will be taken as a vote in the negative and count as a non attendance to a Board meeting.
56 1 The Directors may delegate any of their powers to Committees consisting of any people they consider appropriate from within or without the industry provided a Board member is a part of that Committee and any amount of Board members can act on that Committee.
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56.2 There shall be no more than 12 members on any sub Committee.
57.1 Any sub Committee can elect a Chairman from any within their ranks provided it has the approval of the Board.
57.2 The Chairman of any sub Committee can vote on all issues but has no casting vote.
57.3 In the case of an equality of votes the motion will be resolved in the negative.
58 All resolutions of any Sub Committees are subject to Board approval.
59. The seal of the Association shall not be affixed to any instrument except by the authority of the Board and in the presence of at least two (2) members thereof and the Secretary or such other persons as the Board may appoint for the purpose and those two members and the Secretary or other person as aforesaid shall sign every instrument to which the seal of the Association is so affixed in their presence.
60 1 The Board, State and Regional Committees shall cause true accounts to be kept of all sums of money received and expended by the Association specifying the matters in respect of which such receipts and expenditures take place and of the property credits and liabilities of the Association.
60.2 The State and Regional Committees will deliver their accounts the person or entity of the Association who has been assigned the job of preparing the annual accounts, one week prior to work commencing.
60.3 The Board, State and Regional Committees will cause the status of their individual finances to be displayed in such a manner, as may be determined by the Board from time to time and that could be readily viewed by the Board, which records will be updated no later than on a weekly basis.
61. The books of the Boards accounts shall be kept at the registered office of the Association or at such other place as the Board from time to time shall think fit and such books shall always be open to the inspection of the members of the Board.
62. No member of the Association shall have a right to inspect any account or book or document of the Association except as conferred by statute or these Articles or by Clause 8 of the Memorandum of Association or authorised by the Board or by the Association in general meeting.
63. At the annual general meeting the Board shall lay before the Association a profit and loss account for the period since the preceding account or in the case of the first account since the incorporation of the Association made up to a date not more than three months before such meeting.
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64.1. A balance sheet shall be made out in every year and laid before the Association at the annual general meeting made up to a date not more than three months before such meeting. The balance sheet shall be accompanied by a report of the Board as to the state of the Association’s affairs.
64.2 The AGM may be held at the same time and place as the Association annual convention.
65. A copy of the balance sheet and report shall fourteen days previously to the annual general meeting be sent to the persons entitled to receive notices of general meeting in the manner in which notices are to be given.
66. The accounts of the Association shall be audited at least once in every year by one or more properly qualified auditor or auditors. An auditor need not be a member of the Association. The remuneration of the auditor or auditors shall be fixed by the Association in general meeting and if not so fixed may be determined by the Board.
67. At every annual general meeting one or more properly qualified auditor or auditors shall be elected and hold office until his or their successor or successors is or are appointed. In case there shall be no auditor through non-appointment or for any other reason the Board may appoint some properly qualified person or persons as a temporary substitute or substitutes until the next annual general meeting and during the continuance of his or their appointment such substitute or substitutes shall have all the powers of an auditor and shall be deemed to be included in the expression “auditor or auditors” in these Articles.
68. Any general meeting called for that purpose may remove the auditor or auditors for the time being for any cause deemed by the meeting sufficient.
69. Any general meeting may receive and either wholly or partially reject or adopt and confirm the accounts, balance sheets and reports of the Board and auditor or auditors respectively.
70. A notice may be given by the Association to any member either personally or by sending out by post or by delivering at his address as shown in the Register of Members. Whether a notice is delivered or sent by post service of the notice shall be deemed to be effected when it is delivered as aforesaid or posted as aforesaid in a properly pre-paid and addressed envelope.
71. The Association at each annual general meeting shall appoint an auditor or auditors to hold office until the next annual general meeting and their appointment remuneration rights and duties shall be regulated by Sections 113 to 115 of the Ordinance and subject thereto the following provisions shall have effect that is to say:
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71 a) A person other than a retiring auditor shall not be capable of being appointed auditor at an annual general meeting unless notice of intention to nominate that person to the office of auditor has been given by a member to the Association not less than fourteen nor more than twenty eight days before annual general meeting and the Association shall send a copy of any such notice to the retiring auditor and shall give notice thereof to the members either by advertisement or in any other mode allowed by the Articles not less than seven days before the annual general meeting PROVIDED THAT if after notice of the intention to nominate an auditor has been so given an annual general meeting is called for a date fourteen days or less after the notice has been given the notice though not given within the time required by this subsection shall be deemed to have been properly given for the purposes thereof and the notice to be sent or given with the time required by this subsection be sent or given at the time as the notice of the annual general meeting.
b) The Directors may fill any casual vacancy in the office of auditor but while any such vacancy continues the surviving or continuing auditor or auditors if any may act
c) The remuneration of the auditors shall be fixed by or under the authority of the Association in general meeting except that the remuneration of an auditor appointed to fill a casual vacancy may be fixed by the Directors.
d) None of the following persons shall be qualified for appointment or to act as auditor of a Company
i) A Director or Officer of the Association;
ii) A body corporate; and
iii) A person who is or becomes indebted in an amount exceeding two hundred and fifty dollars to the Association.
e) Every auditor of the Association shall have a right of access at all times to the books and accounts and vouchers of the Association and shall be entitled to require from the Directors and Officers of the Association such information and explanation as may be necessary for the performance of the duties of the auditors. The auditors shall make a report to the members on the accounts examined by them and on the register of members and other records which the Association is required to keep by law or by its Articles and on every balance sheet laid before the Association in general meeting during their tenure of office and the report shall contain such statements as are required by law
f) The auditors of a company shall be entitled to attend any general meeting of the Association at which any accounts which have been examined or reported on by them are to be laid before the Association and to make any explanations desired by a member with respect to the accounts.
72. The auditors report shall be attached to the balance sheet or there shall be inserted at the foot of the balance sheet a reference to the report and the report shall be read before the Association in general meeting and shall be open to inspection by any shareholder
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73. Every account of the Directors when audited and approved by a general meeting shall be conclusive except as regards any error discovered therein within three months next after the approval thereof. Whenever such error is discovered within that period the account shall forthwith be corrected and thenceforth shall be conclusive.
74. Commission proposed to be paid to a Director or Directors or liquidator on the proceeds of the sale or liquidation of a company or of any of the Association’s assets and/or fees proposed to be paid to such Director or Directors or liquidator shall be subject to ratification by shareholders. Prior notification of the amount of such proposed payments shall be given to all shareholders at least seven days before the meeting at which such payments are to be considered.
75. Every Director, Manager or Officer of the Association or any person (whether an Office of the Association or not) employed by the Association as auditor shall be indemnified out of the funds of the Association against all liability incurred by him as such Director, Manager, Officer or Auditor in defending any proceedings whether civil or criminal in which judgement is given in his favour or in which he is acquitted or in connection with any application under Section 361 of the Ordinance in which relief is granted to him by the Court.
76.1 Financial support for the State and Regional Committees will be set initially at 50% of the subscription finance raised from within that State or Territory
76.2 The finance will be made available bi monthly commencing in August 1 each financial year.
76.3 After the first year of operation each subsequent year the Board will review the level of funding to the State and Regional Committees. Any alteration to financial arrangements of State and Regional Committees must include the affirmative vote of the State or Regional Committee concerned.
76.4 Finance from local activities would be retained by the relevant State or Regional Committee
76.5 Commissions, profits and losses from National activities would be retained by NAMOA.
76.6 A common banking and accounting system will be installed.
77.7 A formal agreement between NAMOA and the State Associations, to be known as the “Interim Management Agreement” will set up the new organisation and oversee the transfer of members to National Amusement Machine Operators Association
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We, the several persons whose names and addresses are subscribed hereunder being the subscribers to the Memorandum of Association hereby agree to the foregoing Articles of Association.
Names, Addresses & Descriptions
Witness to Signatures
DATED this day of 19