(b) otherwise than in relation to the proceedings referred to in paragraph (a) the person referred to in Rule 8.1(a) or if that person is unable to perform his or her functions the Deputy Chairman;

“Chemicals” means substances resulting from a chemical process in which substances are changed into different substances, as differentiated from other kinds of changes.

“Deputy Chairman” means the person referred to in Rule 8.1(b);

“Financial Year” has the meaning given by Section 3(1) of the Act, a reference in that section to:-

(a) “an incorporated association” or “the association” being construed as a reference to the Association; and

(b) “the committee” being construed as a reference to the Board;

“General Meeting” means a meeting convened under Rule 14;

“Member” means member of the Association;

“Ordinary Resolution” means a resolution other than a special resolution;

“Secretary” means the Secretary referred to in Rule 8.1(c);

“Special Resolution” has the meaning given by Section 24 of the Act;

“Treasurer” means the Treasurer referred to in Rule 8.1(d).

3. Objects of Association

3.1 The objects of the Association are to advance enterprise involving chemicals in particular promoting opportunities, technologies, excellence and innovations in Australia to assist linking industry, institutions and government:

(a) to promote public awareness, consultation and debate on issues relevant to the chemicals and their application.

(b) to promote cooperation, education and discussion concerning and involving chemicals in Australia to promote excellence, innovation, entrepreneurship skills, pioneering, research and activities of value to the community in relation to the use and understanding of chemicals;

(c) to promote the advancement of management, administration, technology and marketing in all branches of the chemical and related enterprise by the dissemination and application of knowledge gained from experience, experiment, education and research;

(d) to promote study and discussion of procedures, practices and processes in the Australian chemical industry and any related enterprise with a view to their improvement for the benefit of the Australian community;

(e) to work in conjunction with other organisations to achieve all of the objects of the Association.

3.2 The property and income of the Association shall be applied solely towards the promotion of the objects of the Association and no part of that property or income may be paid or otherwise distributed, directly or indirectly to members except in good faith in the promotion of the objects.

4. Powers of Association

4.1 The powers conferred on the Association by Section 13 of the Act are subject to the following additions, exclusions and modifications:

(a) acquire, hold, deal with and dispose of any real or personal property;

(b) open and operate bank accounts;

(c) invest its money:-

(i) in any security in which trusts may be invested; or

(ii) in any other manner authorised by the Rules of the Association.

(d) borrow money on such terms and conditions as the Association thinks fit;

(e) give such security for the discharge of liabilities incurred by the Association as it thinks fit;

(f) appoint agents to transact any business with the Association on its behalf; and

(g) enter into any other contract it considers necessary or desirable;

(h) to undertake and execute any trust that may be lawfully undertaken by the Association and collect, receive and hold subscriptions, gifts, donations, legacies and bequests or real or personal property and apply such monies in furtherance of the objects of the Association or any of them generally or as may be directed by the donors;

(i) to purchase, take on, lease or in exchange, hire or otherwise acquire any land, buildings, rooms, easements and other interests in real estate, goods, chattels and other property for the purpose of the Association;

(j) to make such by-laws as the Association may deem fit and from time to time rescind or vary such by-laws and make others in their stead;

(k) to do all acts and things that may be necessary for procuring that the Association be registered, incorporated or legally recognised in any of the States or Territories of the Commonwealth of Australia;

(l) to do all other lawful things as may appear to be incidental or conducive to the attainment of the objects and the exercise of the powers of the Association.

4.2 The income and property of the Association whence so ever derived shall be applied solely towards the promotion of the objects of the Association as set forth in these Rules and it shall be improper for any portion therefore to be paid or transferred directly or indirectly by way of profit to any person whether a Member of the Association or not and any monies paid in contravention of this limitation shall be recoverable at law by the Association; provided that nothing herein contained shall prevent the payment in good faith or remuneration to any person whether a Member of the Association or not for services rendered in connection with any professional work or other work, advice or service or of any remuneration to any officers or servants of the Association nor prevent the payment of any interest at a rate not exceeding the current overdraft interest rate of the Commonwealth Trading Bank or its successors on money lent by any Member of the Association or of reason and proper rent for premises demised or let by any Member of the Association.

5. Qualifications for Membership of Association

5.1 Membership is available to individuals and corporations.

· Individuals: members, or those eligible for membership, of the Supported Institutions.

· Corporations: that employ persons being members or eligible for membership of the Supported Institutions.

Employees of corporations that are members of the Supported Institutions are Associate Members of CFA but shall have no right to vote.

5.2 Supported Institutions

Membership of the Association is open to any person that is a member of, or eligible for membership of:

(a) Australian Institute of Mining and Metallurgy;

(b) Australian Institute of Petroleum;

(c) AVCARE;

(d) Australian Chemicals Specialities Manufacturers Association;

(e) Australian Gas Association;

(f) Australian Paint Manufacturers Federation;

(g) Australian Petroleum Production and Exploration Association;

(h) Australian Pharmaceuticals Manufacturers Association;

(i) Institution of Chemical Engineers in Australia;

(j) Institution of Engineers Australia;

(k) Plastics & Chemical Industries Association;

(l) Surface & Coatings Association of Australia;

(m) The Royal Australian Chemical Institute;

(n) Cosmetic, Toiletry and Fragrance Association of Australia; or

(o) any other body or association that the Board may from time to time agree shall be admitted as a Supported Association.

5.3 Membership

A person who wishes to become a member shall:

(a) apply for membership of the Board in writing –

(i) signed by that person and by both of the members referred to in paragraph (b); and

(ii) in such form as the Board from time to time directs; and

(b) be proposed by one member and seconded by another member.

The Board members shall consider each application made under sub-rule(a) at a Board Meeting and shall at the Board Meeting or a subsequent Board Meeting accept or reject that application.

5.4 Register of Members of Association

(a) The Secretary shall on behalf of the Association keep and maintain the register of members in accordance with Section 27 of the Act and that register shall be so kept and maintained at his or her place of residence.

(b) The Secretary shall cause the name of a person who dies or who ceases to be a member under Rule 6.1, 7.3 or 5.6 to be deleted from the register of members referred to in Rule 5.4(a).

5.5 Subscriptions of Members of Association

(a) The members shall from time to time at a General Meeting determine the amount of the subscription to be paid by each member.

(b) Each member shall pay to the Treasurer, annually on or before 1 July or such other date as the Board from time to time determines, the amount of the subscription determined under Rule 5.5(a).

5.6 Subject to Rule 5.5, a member whose subscription is not paid within 3 months after the relevant date fixed by or under Rule 5.5(b) ceased on the expiry of that period to be a member, unless the Board decides otherwise.

5.7 A member is a financial member for the purposes of these rules if his or her subscription is paid on or before the relevant date fixed by or under rule 5.5(b) or within 3 months thereafter.

6. Resignation of Members of Association

6.1 A member who delivers notice in writing of his or her resignation from the Association to the Secretary or another Board member ceased on that delivery to be a member.

6.2 A person who ceases to be a member under rule 6.1 remains liable to pay to the Association the amount of any subscription due and payable by that person to the Association but unpaid at the date of that cessation.

7. Expulsion of Members of Association

7.1 If the Board considers that a member should be expelled from membership of the Association because of his or her conduct detrimental to the interests of the Association, the Board shall communicate, either orally or in writing, to the member –

(a) notice of the proposed expulsion and of the time, date and place of the Board Meeting at which the question of that expulsion will be decided; and

(b) particulars of that conduct,

not less than 30 days before the date of the Board Meeting referred to in paragraph (a).

7.2 At the Board Meeting referred to in a notice communicated under rule 7.1, the Board may, having afforded the member concerned a reasonable opportunity to be heard by, or to make representations in writing to, the Board, expel or decline to expel that member from membership of the Association and shall, forthwith after deciding whether or not so to expel that member, communicate that decision in writing to that member.

7.3 Subject to rule 7.5, a member who is expelled under rule 7.2 from membership of the Association ceased to be a member 14 days after the day on which the decision so to expel him or her is communicated to him or her under Rule 7.2.

7.4 A member who is expelled under Rule 7.2 from membership of the Association shall, if he or she wishes to appeal against that expulsion, give notice to the Secretary of his or her intention to do so within the period of 14 days referred to in Rule 7.3.

7.5 When notice is given under Rule 7.4 –

(a) the Association in a General Meeting may, after having afforded the member who gave that notice a reasonable opportunity to be heard by, or to make representations in writing to, the Association in the General Meeting, confirm or set aside the decision of the Board to expel that member; and

(b) the member who gave that notice does not cease to be a member unless and until the decision of the Board to expel him or her is confirmed under this sub-rule.

8. Board of Management

8.1 The affairs of the Association shall be managed exclusively by a Board of Management consisting of –

(a) a Chairman;

(b) a Deputy Chairman;

(c) a Secretary;

(d) a Treasurer; and

(e) one or more persons as the Board determines to allow an odd number of members, all of whom shall be members of the Association and elected to membership of that Board at an annual General Meeting or appointed under Rule 8.10.

8.2 At the commencement of the first annual General Meeting to be held after the incorporation of the Association under the Act there shall be the election for each of the Board positions as set out above.

8.3 Under Rule 8.2 the Chairman shall be elected for a two year term as a Board Member, as shall the Deputy Chairman, Treasurer and Secretary. The other three Board Members shall be elected for a one year term.

8.4 At the commencement of each successive annual General Meeting after the annual General Meeting referred to in Rule 8.2, those Board members who have served for longer periods than the other Board members shall cease to be Board members, but shall be eligible for re-election to membership of the Board.

8.5 Subject to Rule 8.6, a person is not eligible for election to membership of the Board unless a member has nominated him for election by delivering notice in writing of that nomination, signed by –

(a) the nominator; and

(b) the nominee to signify his or her willingness to stand for election, to the Secretary not less than 28 days before the day on which the annual General Meeting concerned is to be held.

8.6 Rules 8.5 and 8.10 do not apply to or in relation to a person who is eligible for re-election under Rule 8.4.

8.7 A person who is eligible for election or re-election under this rule may at the annual General Meeting concerned –

(a) propose or second himself or herself for election or re-election; and

(b) vote for himself or herself.

8.8 The Secretary shall ensure that notice of all persons seeking election to membership of the Board is given to all members when notice is given to those members of the calling of the annual General Meeting at which that election is to be held.

8.9 If the number of persons nominated for election to membership of the Board does not exceed the number of vacancies in that membership to be filled –

(a) the Secretary shall report accordingly to; and

(b) the Chairman shall declare those persons to be duly elected as members of the Board at, the annual General Meeting concerned.

8.10 When a casual vacancy within the meaning of rule 14 occurs in the membership of the Board –

(a) the Board may appoint a member to fill that vacancy; and

(b) a member appointed under this sub-rule shall –

(i) hold office until the commencement of; and

(ii) be eligible for election to membership of the Board at the next following annual General Meeting.

9. Chairman

9.1 Subject to this rule, the Chairman shall preside at all General Meetings and Board Meetings.

9.2 In the event of the absence from –

(a) a General Meeting of –

(i) the Chairman, the Deputy Chairman; or

(ii) both the Chairman and the Deputy Chairman, a Board member elected by the other members present at the General Meeting;

(b) a Board Meeting of –

(i) the Chairman, the Deputy Chairman; or

(ii) both the Chairman and Deputy Chairman, a Board member elected by the other Board members present,

shall preside at the General Meeting or Board Meeting, as the case requires.

10. Secretary

10.1 The Secretary shall –

(a) co-ordinate the correspondence of the Association;

(b) keep full and correct minutes of the proceedings of the Board and of the Association;

(c) comply on behalf of the Association with –

(i) Section 27 of the Act in respect of the register of members of the Association;

(ii) Section 28 of the Act in respect of the rules of the Association; and

(iii) Section 29 of the Act in respect of the record of the officeholders, and ay trustees, of the Association;

(d) have custody of all books, documents, records and registers of the Association other than those required by rule 11 to be kept and maintained by, or in the custody of, the Treasurer; and

(e) perform such other duties as are imposed by these rules on the Secretary.

11. Treasurer

11.1 The Treasurer shall –

(a) be responsible for the receipt of all moneys paid to or received by, or by him on behalf of, the Association and shall issue receipts for those moneys in the name of the Association;

(b) pay all moneys referred to in paragraph (a) into such account or accounts of the Association as the Board may from time to time direct;

(c) make payments from the funds of the Association with the authority of a General Meeting or of the board and in so doing ensure that all cheques are signed by two Board members other than himself or herself,

(d) comply on behalf of the Association with Sections 25 and 26 of the Act in respect of the accounting records of the Association.

(e) whenever directed to do so by the Chairman, submit to the Board a report, balance sheet or financial statement in accordance with that direction;

(f) have custody of all securities, books and documents of a financial nature and accounting records of the Association, including those referred to in paragraphs (d) and (e); and

(g) perform such other duties as are imposed by these rules on the Treasurer.

12. Casual Vacancies in Membership of Board

12.1 A casual vacancy occurs in the office of a Board member and that office becomes vacant if the Board member –

(a) dies;

(b) resigns by notice in writing delivered to the Chairman or, if the Board member is the Chairman, to the Deputy Chairman;

(c) is convicted of an offence under the Act;

(d) is permanently incapacitated by mental or physical ill-health;

(e) is absent from more than –

(i) 3 consecutive Board Meetings; or

(ii) 3 Board Meetings in the same financial year, of which he or she has received notice without tendering an apology to the person presiding at each of those Board Meetings; or

(f) ceases to be a member of the Association.

13. Proceedings of Board

13.1 The Board shall meet together for the dispatch of business not less than once per three months and the Chairman may at any time convene a meeting of the Board.

13.2 Each Board member, excluding the person presiding, has a deliberative vote.

13.3 A question arising at a Board Meeting shall be decided by a majority of votes but, if there is an equality of votes, the person presiding at that Meeting shall have a casting vote.

13.4 At a Board Meeting five Board members constitute a quorum.

13.5 Subject to these rules, the procedure and order of business to be followed at a Board Meeting shall be determined by the Board members present at the Board Meeting.

13.6 A Board member having any direct or indirect pecuniary interest referred to in Sections 21 or 22 of the Act shall comply with that section.

14. General Meetings

14.1 The Board –

(a) may at any time convene a special General Meeting;

(b) shall convene annual General Meetings within the time limits provided for the holding of annual General Meetings by Section 23 of the Act; and

(c) shall, within 30 days of –

(i) receiving a request in writing to do so from not less than 5 members, convene a special General Meeting for the purpose specified in that request; or

(ii) the Secretary receiving a notice under Rule 7.4, convene a special General Meeting for the purpose of dealing with the appeal to which that notice relates.

14.2 The members making a request referred to in Rule 14.1(c)(i) shall –

(a) state in that request the purpose for which the special General Meeting concerned is required; and

(b) sign that request.

14.3 If a special General Meeting is not convened within the relevant period of 30 days referred to –

(a) in sub-rule 14.1(c)(i), the members who made the request concerned may themselves convene a special General Meeting as if they were the Board; or

(b) in sub-rule 14.1(c)(ii), the member who gave the notice concerned may himself convene a special General Meeting as if he or she were the Board.

14.4 When a special General Meeting is convened under sub-rule 14.3(a) or (b) –

(a) the Board shall ensure that the members or member convening the special General Meeting are supplied free of charge with particulars of all members; and

(b) the Association shall pay the reasonable expenses of convening and holding the special General Meeting.

14.5 Subject to Rule 14.8, the Secretary shall give to all members not less than 14 days notice of a General Meeting and of any motions to be moved at the General Meeting.

14.6 A notice given under Rule 14.5 shall specify –

(a) when and where the General Meeting concerned is to be held; and

(b) particulars of the business to be transacted at the General Meeting concerned and of the order in which that business is to be transacted.

14.7 In the case of an annual General Meeting, the order in which business is to be transacted is –

(a) first, the consideration of the accounts and reports of the Board;

(b) second, the election of Board members to replace outgoing Board members; and

(c) third, any other business requiring consideration by the Association in a General Meeting.

14.8 The Secretary shall give to all members not less than 21 days notice of a General Meeting at which a special resolution is to be proposed and of any other motions to be moved at that General Meeting.

14.9 The Secretary may give a notice under Rule 14.5 or 14.8 by –

(a) serving it on a member personally; or

(b) sending it by post or e-mail to a member at the address of the member appearing in the register of members kept and maintained under Section 27 of the Act.

14.10 When a notice is sent by post under Rule 14.9(b), sending of the notice shall be deemed to be properly effected if the notice is sufficiently addressed and posted or sent by e-mail to the member concerned by ordinary prepaid mail.

15. Quorum in Proceedings at General Meetings

15.1 At a General Meeting ten members present in person or by proxy constitute a quorum.

15.2 If within 30 minutes after the time specified for the holding of a General Meeting in a notice given under Rule 14.5 or 14.8 –

(a) as a result of a request or notice referred to in Rule 14.1(c) or as a result of action taken under Rule 14.3, a quorum is not present, the General Meeting lapses; or

(b) otherwise than as a result of a request, notice or action referred to in paragraph (a), the General Meeting stands adjourned to the same time on the same day in the following week and to the same venue.

15.3 If within 30 minutes of the time appointed by Rule 15.2(b) for the resumption of an adjourned General Meeting a quorum is not present, the members who are present in person or by proxy may nevertheless proceed with the business of that General Meeting as if a quorum were present.

15.4 The Chairman may, with the consent of a General Meeting at which a quorum is present, and shall, if so directed by such a General Meeting, adjourn that General Meeting from time to time and from place to place.

15.5 There shall not be transacted at an adjourned General Meeting any business other than business left unfinished or on the agenda at the time when the General Meeting was adjourned.

15.6 When a General Meeting is adjourned for a period of 30 days or more, the Secretary shall give notice under rule 16 of the adjourned General Meeting as if that General Meeting were a fresh General Meeting.

15.7 At a General Meeting –

(a) an ordinary resolution put to the vote shall be decided by a majority of votes cast on a show of hands; and

(b) a special resolution put to the vote shall be decided in accordance with Section 24 of the Act.

15.8 A declaration by the Chairman at a General Meeting that a resolution has been passed as an ordinary resolution thereat shall be evidence of that fact unless, during the General Meeting at which the resolution is submitted, a poll is demanded in accordance with Rule 15.9.

15.9 At a General Meeting, a poll may be demanded by the Chairman at the General Meeting or by three or more members present in person or by proxy and, if so demanded, shall be taken in such manner as the Chairman directs.

15.10 If a poll is demanded and taken under Rule 15.9 in respect of an ordinary resolution, a declaration by the Chairman of the result of the poll is evidence of the matter so declared.

15.11 A poll demanded under Rule 15.9 on the election of a person to preside over a General Meeting or on the question of an adjournment shall be taken forthwith on that demand being made.

16. Minutes of Meetings of Association

16.1 The Secretary shall cause proper minutes of all proceedings of all General Meetings and Board Meetings to be taken and then to be entered within 30 days after the holding of each General Meeting or Board Meeting, as the case requires, in a minute book kept for that purpose.

16.2 The Chairman shall ensure that the minutes taken of a General Meeting or Board Meeting under Rule 16.1 are checked and signed as correct by the Chairman of the General Meeting or Board Meeting to which those minutes relate or of the next succeeding General Meeting or Board Meeting, as the case requires.

16.3 When minutes have been entered and signed as correct under this rule, they shall, until the contrary is provided, be evidence that –

(a) the General Meeting or Board Meeting to which they relate (in this sub-rule called “the meeting”) was duly convened and held;

(b) all proceedings recorded as having taken place at the meeting did in fact take place thereat; and

(c) all appointments or elections purporting to have been made at the meeting have been validly made.

17. Voting Rights of Members of Association

17.1 Subject to these rules, each member present in person or by proxy at a General Meeting is entitled to a deliberative vote.

17.2 A member which is a body corporate may appoint in writing a natural person, whether or not he or she is a member, to represent it at a particular General Meeting or at all General Meetings.

17.3 An appointment made under Rule 17.2 shall be so made by a resolution of the Board or other governing body of the body corporate concerned –

(a) which resolution is authenticated under the common seal of that body corporate; and

(b) a copy of which resolution is lodged with the Secretary.

17.4 A person appointed under Rule 17.2 to represent a member which is a body corporate shall be deemed for all purposes to be a member until that appointment is revoked by the body corporate or, in the case of an appointment in respect of a particular General Meeting, which appointment is not so revoked, the conclusion of that General Meeting.

18. Proxies of Members of Association

18.1 A member (in this rule called “the appointing member”) may appoint in writing another member who is a natural person to be the proxy of the appointing member and to attend, and vote on behalf of the appointing member at, any General Meeting.

19. Rules of Association

19.1 The Association may alter or rescind these rules, or make rules additional to those rules, in accordance with the procedure set out in Sections 17, 18 and 19 of the Act.

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

20. Common Seal of Association

20.1 The Association shall have a common seal on which its corporate name shall appear in legible characters.

20.2 The common seal of the Association shall not be used without the express authority of the Board and every use of that common seal shall be recorded in the minute book referred to in Rule 16.

20.3 The affixing of the common seal of the Association shall be witnessed by any two of the Chairman, the Secretary and the Treasurer.

20.4 The common seal of the Association shall be kept in the custody of the Secretary or of such other person as the Board from time to time decides.

21. Inspection of Records, etc of Association

21.1 A member may at any reasonable time inspect without charge the books, documents, records and securities of the Association.

22. Distribution of Surplus Property on Winding up of Association

22.1 If upon the winding up or dissolution of the Association there remains after satisfaction of all its debts and liabilities any property whatsoever, the same shall not be paid to or distributed among the members but shall be given or transferred –

(a) to another association incorporated under the Act; or

(b) for charitable purposes

which incorporated association or purposes, as the case requires shall be determined by the resolution of the members when authorising and directing the Board under Section 33(3) of the Act to prepare a distribution plan of the surplus property of the Association.

22.2 In the event of the winding up or dissolution of the Association, the Commissioner of Taxation shall be advised of the date of dissolution within 30 days of the dissolution.