Constitution

1. NAME
This association shall be known as the “Dive Industry Association of Australia”, hereinafter referred to as the “Association”.

2. PLACE OF BUSINESS
Its place of business shall be at C/- Dive Centre Manly, 10 Belgrave Street, Manly NSW 2095 or such other address as may subsequently be decided upon by the Committee and approved by the [govt. authority].

3. OBJECTIVES
Its objectives are:
  • To provide a ready pool of expertise for consultation on all and any matters relating to or associated with SCUBA diving including, without limitation, the training and certification of recreational SCUBA Divers and diving instructors, safety aspects of recreational SCUBA diving, and generally the conduct of recreational SCUBA diving and related activities.
  • To provide consultation on any legislation, laws or regulations in effect or proposed to be enacted or established in Australia concerning any aspect of SCUBA diving including, without limitation, the training and certification of recreational SCUBA diving, and generally the conduct of recreational SCUBA diving and related activities.
  • To respect and promote the conservation of the underwater environment.
  • To further all objectives in conjunction with other active SCUBA diving bodies.
4. MEMBERSHIP QUALIFICATION AND RIGHTS
4.1 Membership shall consist of two categories:
Ordinary Members: 
Ordinary members shall be the only class of membership with voting privileges. Ordinary Members shall be limited to those associations, firms, corporations and other entities (or their subsidiary companies or representative bodies in Australia) who/which have been engaged, for a period of no less than four (4) years MW: recommend 4 years – need experience in the recreational diving industry (whether or not for profit) locally and internationally, and whose goods and services shall be directly related to the recreational diving industry, with particular emphasis on the development and publication of a definite course curriculum related to recreational divers and diving instructors; the development and distribution of diving equipment; the development and distribution of dive travel services; the development and distribution of diver safety and risk management services, and the development and distribution of dive media services.
Ordinary Membership requires majority approval of the Committee;


Associate Members: 
Associate Members shall have no voting rights and shall not be eligible to hold office nor entitled to nominate any person to hold office in the Committee. Associate Membership shall, subject to the Committee’s sole discretion in each case, be opened to any person, association, firm, cooperation or other entity who-which promotes, practices or otherwise engages in underwater activities. Associate Membership requires unanimous approval of the Committee.
 
4.2 Each member, not being an individual person, shall at all times be represented by an official representative whose name shall be notified in writing to the Committee (hereinafter referred to as “Official Representative”). The Official Representative shall be a director, partner, proprietor, manager or official representative in Australia, as the case may be, of the member appointing him, and shall be deemed to be duly authorised to exercise all powers, rights and privileges granted under this Constitution and to give and to receive notices for and on behalf of such member. The appointment of an Official Representative may at any time be revoked by the member who made the appointment giving notice in writing thereof to the Committee.

4.3 Only persons who are above 18 years of age shall have the right to vote and to hold office in the Association.
 
4.4 A member shall cease to be a member of the Association forthwith upon a resolution to that effect being passed by a majority of a quorum of the members attending and voting at a General Meeting at which the Official Representative of the member concerned shall have the right to speak and vote and at which it shall have been shown to the satisfaction of the majority of the members at the said General Meeting that one of the following events shall have occurred:
  • such member’s subscription is not paid within thirty (30) days of the due date for payment unless an acceptable reason is provide for this delay;
  • there being appointed a receiver of the said member or the said member being wound up other than for the purposes of reconstruction or amalgamation.
  • the said member ceasing to be engaged in the activities specified in Section 4.1a or Section 4.1b hereof, as the case may be;
  • any other event which in the interests of the Association makes it desirable or necessary that such member should cease to be a member.

4.5 Any member may resign by giving one month’s notice in writing to that effect to the Secretary but shall remain liable for all dues or outstanding up to the date of such resignation. There shall be no refund of subscriptions or other dues already paid. Any member so resigning shall cease to have any further interest in the funds and/or property of the Association.

5. APPLICATION FOR MEMBERSHIP
5.1. A person wishing to join the Association should submit his particulars to the Secretary on a prescribed form. Such form must be signed by the applicant and by his proposer and seconder (both of whom must be existing members.)

5.2 The Committee will decide on the application for membership. The Committee shall have the right to accept, decline or defer any application for membership without assigning any reasons whatsoever, and the decision of the Committee shall be final.

5.3 A copy of the Constitution shall be furnished to every approved member upon payment of the entrance fee.

6. ENTRANCE FEES. SUBSCRIPTIONS AND OTHER DUES
An entrance fee of $250 for Ordinary Members or $150.00 for Associate Members is payable within two weeks of election to membership, in default of which membership maybe cancelled by order of the Committee.
6.2 Annual subscriptions are payable as follows:
  • Ordinary Member AUS $125.00
  • Associate Member AUS $ 75.00

6.3 The Committee shall have full powers in its absolute discretion to determine or to vary the Entrance Fees and Annual Subscriptions from time to time, and to waive, defer or reduce any fees or subscriptions and to allow payment by instalments in any instance. In any such case a unanimous agreement of all committee members shall be required.

6.4 Annual subscriptions are payable in advance within the first month, of the year. If a member falls into arrears with his subscription or other dues, he shall be informed immediately by the Treasurer. If he fails to settle his arrears within three (3) weeks of their becoming due, he will be denied the privileges of membership until settlement of account. Any arrears for more than 3 months’ dues will result in automatic cessation of membership.

6.5 Any additional fund required for special purposes may only be raised from members with the consent of the majority of a quorum of members attending a General Meeting.

7. SUPREME AUTHORITY AND GENERAL MEETINGS
7.1 The supreme authority of the Association is vested in a General Meeting of the members presided over by the President.

7.2 An Annual General Meeting shall be held within the months of March & April each year, but regardless no greater than 13 months since the previous Annual General Meeting.

7.3 At other times, an Extraordinary General Meeting must be called by the President on the request in writing of not less than 25% of the total voting membership, and may be called at anytime by order of the Committee. The notice in writing shall be given to the Secretary setting forth the business that is to be transacted. The Extraordinary General Meeting shall be convened within 2 months from receiving this request to convene the Extraordinary General Meeting.

7.4 If the Committee does not within two (2) months after the date of the receipt of the written request proceed to convene an Extraordinary General Meeting, the members who requested for the Extraordinary General by giving 10 days’ written notice to voting members setting forth the business to be transacted.

7.5 At least 2 weeks notice shall be given of an Annual General Meeting and at least 10 days’ notice of an Extraordinary General Meeting. Notice of meeting stating the date, time and place of meeting shall be sent by the Secretary to all voting members. The particulars of the agenda shall be posted in writing to all voting members.

7.6 Each member shall be represented by its Official Representative or proxy at all General Meetings. Each Ordinary Member shall be entitled to one vote at General Meetings. Such votes can be exercised either personally/by the Official Representative or by proxy.

7.7 Associate Members may attend but shall have no voting rights at General Meetings.

7.8 The following points will be considered at the Annual General Meeting:
  • The previous financial year’s accounts and annual report of the Committee.
  • Where applicable, the election or appointment of office-bearers and Honorary Auditors for the following term.

7.9 Any member who wishes to place an item on the agenda of a General Meeting may do so by giving notice to the Secretary 1 week before the meeting is due to be held. At least two thirds of the total voting membership present at a General Meeting shall form a quorum. Proxies shall not be constituted as part of the quorum.

7.10 In the event of there being no quorum at the commencement of a General Meeting, the meeting shall be adjourned for half an hour and should the number then present be insufficient to form a quorum, those present shall be considered a quorum, but they shall have no power to amend any of the existing Constitution.

7.11 All matters raised at a General Meeting shall unless otherwise required by law or the provisions of this Constitution be decided by a simple majority vote of the Ordinary Members present.

8. MANAGEMENT AND COMMITTEE
8.1 The administration of the Association shall be entrusted to a Committee consisting of the following to be appointed at each alternate Annual General Meeting:
  • A President
  • A Vice-President
  • A Secretary
  • A Treasurer
  • No less than 2 Ordinary Committee Members

8.2 Each Ordinary Member shall have the right to nominate one representative on the Committee (who may be but not necessarily is its Official Representative) and from time to time to require the removal or substitution of any person so nominated. Such rights of nomination, removal and substitution shall be exercised by notice in writing signed by the Ordinary Member personally or by its Official Representative and addressed to the Secretary. Subject to Section 8.9 hereof, any nomination made under this Section 8.2 shall remain in effect without limit in point of time unless and until the nominee is removed or substituted by the Ordinary Member who nominated him.

8.3 The President, the Vice-President, the Treasurer and the Secretary shall be appointed as follows:
  • Each Ordinary Member shall have the right exercisable in rotation in alphabetical order of appointing one of its representatives on the Committee as President for a term of two years. The initial term of the Founding President shall be limited to one (year) so as to allow the President and the Vice President to be appointed in alternate years.
  • The Vice-President shall be appointed by the Ordinary Member by rotation. Each appointment shall be for a term of two years.
  • Each appointment of the President and the Vice-President shall be made prior to, and shall take effect immediately upon termination of, every alternate Annual General Meeting. The aforesaid rights of appointment conferred on Ordinary Members shall include the right at any time to require the removal or substitution of any person so appointed prior to the expiration of his tenure in office.
  • The President shall appoint the Secretary and the Treasurer from among the representatives nominated by the Ordinary Members for the Committee.
  • The Secretary and the Treasurer shall hold office for the duration of the tenure of the President who appointed them subject to the right of the President at any time to require the removal or substitution of any person so appointed Secretary or Treasurer, as the case may be.
  • Each appointment, removal or substitution under Paragraphs a, b and c above shall be affected by notice in writing signed by the Ordinary Member personally or by its Official Representative and addressed to the incumbent Secretary. Each appointment, removal or substitution under Paragraphs d) and e) above shall be effected by notice in writing signed by the President and addressed to the incumbent Secretary.

8.4 Other than the President, the Vice-President, the Treasurer and the Secretary, all members of the Committee nominated pursuant to Section 8.2 hereof shall be designated Ordinary Committee Members.

8.5 A Committee Meeting shall be held at least once every four (4) months after giving seven days’ notice to Committee Members. The President may call a Committee Meeting at any time by giving 2 weeks notice A quorum of Four (4) Committee Members must be present for its proceedings to be valid.

8.6 All matters raised at a Committee Meeting shall unless otherwise required by law or the provisions of this Constitution be decided by a simple majority vote of the Committee Members present. Each Committee Member shall be entitled to one vote at Committee Meetings. In the event of equality of votes, the President or in his absence the Vice-President shall be entitled to a second or casting vote.

8.7 The duty of the Committee is to organise and supervise daily activities of the Association. The Committee may not act contrary to the expressed wishes of the General Meeting without prior reference to it and must always remain subordinate to the General Meeting.

8.8 The Committee has the power to authorise the expenditure of any sum from the Association’s funds for the Association’s purposes.

8.9 The office of a member of the Committee shall be vacated:
  • a. if he is declared a bankrupt or he makes any arrangement or composition with his creditors;
  • if he becomes incapable of carrying out his duties;
  • if he resigns his office by notice in writing to the Committee; or
  • if he is removed from office by the Ordinary Member who nominated or appointed him pursuant to this Constitution.
  • if he ceases to be an Ordinary Member of the Association.

8.10 In the event the office of a member of the Committee shall be vacated for any reason other than that provided under Section 8.9c hereof, the Ordinary Member who had nominated or appointed such Committee Member may nominate or appoint any other person to replace him. Failing or pending such nomination or appointment, the Committee may, if it deems necessary, co-opt any person deemed by the unanimous vote of the remainder of the Committee. In any case, any changes in the Committee shall be notified to the appropriate governmental authority within two weeks of the change.

9. DUTIES OF OFFICE-BEARERS
9.1 The President shall chair all General and Committee meetings. He/She shall also represent the Association in its dealings with outside persons/entities.

9.2 The Vice-President shall assist the President and deputise for him in his absence.

9.3 The Secretary shall keep all records, except financial, of the Society and shall be responsible for their correctness. He will keep minutes of all General and Committee meetings. He shall maintain an up-to-date Register of Members at all times.

9.4 The Treasurer shall keep all funds and collect and disburse all moneys on behalf of the Society and shall keep an account of all monetary transactions and shall be responsible for their correctness. He is authorised to expend up to AUS$50.00 (or such other sum as the Committee may from time to time determine) per month for petty expenses on behalf of the Society. He will not keep more than AUS$50.00 (or such other sum as the Committee may from time to time determine) in the form of cash, and money in excess of this will be deposited in a bank to be named by the Committee. Cheques, etc. for withdrawals from the bank will be signed by the Treasurer and either the President or the Vice-President or the Secretary.

9.5 Ordinary Committee Members shall assist in the general administration of the Society and perform duties assigned by the Committee from time to time.

10. AUDIT AND FINANCIAL YEAR
10.1 Honorary Auditors shall be appointed at each Annual General Meeting for a term of 1 year and shall be eligible for reappointment.
10.2 They:
  • a. Will be required to audit each year’s accounts and present a report upon them to the Annual General Meeting.
  • May be required by the President to audit the Association’s accounts for any period within their tenure of office at any date and make a report to the Committee.

The financial year shall be from 1st July to 30th June.

11. TRUSTEES
11.1 If the Association at any time acquires any immovable property, such property shall be vested in trustees subject to a declaration of trust.
11.2 The trustees of the Association shall:
  • Not be more than 4 and not less than 2 in number,
  • Be elected by a General Meeting of members.
  • Not effect any sale or mortgage of property without the prior approval of the General Meeting of members.
11.3 The office of the trustee shall be vacated:
  • If the trustee dies or becomes incapable of carrying out his responsibilities;
  • If he is absent from Australia for a period of more than one year.
  • If he is guilty of misconduct of such a kind as to render it undesirable that he continues as a trustee.
  • If he submits notice of resignation from his trusteeship.

11.4 Notice of any proposal to remove a trustee from his trusteeship or to appoint a new trustee to fill a vacancy must be given in writing to the Associations Ordinary Members at least two weeks before the General Meeting at which the proposal is to be discussed. The result of such General Meeting shall then be notified to the appropriate government authority.

11.5 The address of each immovable properties, name of each trustee and any subsequent change must be notified to the appropriate government authority.

12. PROHIBITIONS
12.1 The funds of the Association shall not be used to pay the fines of members who have been convicted in court of law.
12.2 The Association shall not attempt to restrict or interfere with trade or make directly or indirectly any recommendation to, any arrangement with its members which has the purpose or is likely to have die effect of fixing or controlling the price or any discount, allowance or rebate relating to any goods or service which adversely affect consumer interests.

13. AMENDMENTS TO CONSTITUTION
13.1 No alteration or addition/deletion to this Constitution shall be made except at a general meeting and with the consent of Three-fourths of the voting members present at the General Meeting.

14. INTERPRETATION
14.1 In the event of any question or matter arising out of any point which is not expressly provided for in this Constitution, the Committee shall have power to use their own discretion. The decision of the Committee shall be final unless it is reversed at a General Meeting of members.

15. DISPUTES
15.1 In the event of any dispute arising amongst members, they shall attempt to resolve the matter at an Extraordinary General Meeting in accordance with this Constitution. Should the members fail to resolve the matter, they may bring the matter to a court of law for settlement.

16. DISSOLUTION
16.1 The Association shall not be dissolved, except with the consent of not less than three-fourths of the total voting membership of the Association, either in person or by proxy, at a General Meeting convened for the purpose.

16.2 In the event of the Association being dissolved as provided above, all debts and liabilities legally incurred on behalf of the Association shall be fully discharged, and the remaining funds will be disposed of in such manner as the General Meeting of members may determine or donated to an approved charity or charities in Australia.

16.3 A Certificate of Dissolution shall be given within seven days of the dissolution to the appropriate government authority.