mcon.htm

Model Constitution

This is a model constitution that you can "copy & paste" and alter to suit your own associations needs. Some of the clauses can not be changed, as they are a legal requirement under the Papua New Guinea Incorporations Act (see the complete act on the web site).

CONSTITUTION OF ABC INCORPORATED

PART ONE - PRELIMINARY

1.NAME
This Association shall be known as ABC Incorporated.

2.REGISTERED OFFICE
The Registered Office of the Association shall be situated at P.O.Box............., Town ............., Province............., Papua New Guinea, or such other places as may from time to time be decided upon.

3.INTERPRETATION

In this Constitution unless the contrary intention appears-

"The Association" means the ABC Incorporated;

"The Executive Committee" or "the committee" means the Executive Committee of the Association;

"Month" means calendar month;

"Seal" means the common seal of the Association;

"In writing" or "written" includes printing lithography and other modes of representing or producing words in a visual form;

"Dividend" includes bonus and profit;

"Honorary members"means individuals granted membership according to recognition of their merits and contributions;

Words importing only the singular include the plural and vice versa;

Words importing only the masculine gender include the feminine gender and vice versa.

4.OBJECTS
The objects and purposes of the Association are:

(a) To increase people's economic power by improving their access to technologies appropriate to their skills, incomes and environments.

(b) To assist community based initiatives that help rural people to improve their standard of living.

(d) To carry out practical project work across all aspects of small-scale production, project identification, planning and funding.

(e) To offer advice and assistance to communities, NGO's and governments. And also raise public awareness of issues that affect rural development, in order to create a favourable climate for change.

(f) To appoint, employ, remove or suspend such committee and servant and other person as may be necessary or convenient for the purposes of the Association

(g) To print and publish in the newspapers and any other periodicals, books or leaflets what the Association may think desirable for the promotion of its objects;

(h) To invest and deal with the money of the Association not immediately required in such a manner as may be resolved upon;

(i) To apply its profits (if any) or other income of the Association in promoting its objectives; and

(j) To do all such other things as are incidental or conductive to the attainment of the objects of the Association.

PART TWO - MEMBERSHIP

5.MEMBERSHIP QUALIFICATIONS
A person is qualified to be a member of the Association if the person is a natural person or corporation who:

(a) has been nominated for membership of the association as provided for in clause 6; and

(b) has been approved for membership of the Association by the committee of the Association.

6. NOMINATION FOR MEMBERSHIP

6.1 A nomination of a person for membership of the Association:

(a) shall be in writing by a member of the Association and seconded by a member of the Association in the form set out in Appendix 1 to the constitution; and

(b) shall be lodged with the secretary of the Association.

6.2 As soon as practicable after receiving a nomination for membership, the secretary shall refer the nomination to the committee which shall determine whether to approve or to reject the nomination.

6.3 Where the committee determines to approve a nomination for membership, the secretary shall, as soon as practicable after that determination, notify the nominee of that approval and request the nominee to pay within the period of one month after receipt by the nominee of the notification, the sum payable by a member as entrance fee and annual subscription.

6.4 The secretary shall, upon payment by the nominee of the amounts referred to in Clause 6.3 within the period referred to in that clause, enter the name of the nominee in the register of members and upon the name being so entered, the nominee becomes a member of the Association.

7. CESSATION OF MEMBERSHIP
A person ceases to be a member of the Association if the person:

(a) dies;

(b) resigns that membership; or

8.MEMBERSHIP ENTITLEMENTS
A right, privilege or obligation which a person has by reason of being a member of the Association:

(a) is not capable of being transferred or transmitted to another person; and

(b) terminates upon cessation of the person's membership

9. RESIGNATION OF MEMBERSHIP

9.1 A member of the Association is not entitled to resign that membership except in accordance with this clause.

9.2 A member of the Association who has paid all amounts payable by the member of the Association in respect of the member's membership may resign from membership of the Association by giving at least a month notice in writing to the secretary of the member's intention to resign and upon the expiration of the period of notice, the member ceases to be a member.

9.3 A member of the Association who has not paid all fees and subscriptions due under clause 11.2 by the date specified in Clause 11.2 (a), is deemed to have resigned on month after the specified under Clause 11.2 (a)

9.4 Where a member of the Association ceases to be a member pursuant to Clause 9.2 or 9.3, and every other case where a member ceases to be hold a membership, the secretary shall make an appropriate entry in the register of members recording the date on which the member ceased to be a member.

10. REGISTER OF MEMBERS

10.1The public officer of the Association shall establish and maintain a register of members of the Association, specifying the name and address of each person who is a member of the Association together with the date on which the person become a member.

10.2 The register of members shall be kept at the principle place of administration of the association and shall be kept open for inspection, free of charge, by any member of the Association at any reasonable hour.

11. FEES AND SUBSCRIPTIONS

11.1 A member of the Association shall, upon admission to membership, pay to the Association a fee as determined by the committee or where some other amount is determined from time to time by the committee, that other amount.

11.2 In addition to any amount payable by the member under Clause 11.1, a member of the Association shall pay to the Association an annual membership fee determined by the committee or, where some other amount is determined by the committee, that other amount:

(a) except as provided for in 11.2(b), before 1 March in any calendar year; or

(b) where the member becomes a member on after 1 March in any calender year, upon becoming a member and before 1 March in each succeeding calendar year.

12.MEMBERS' LIABILITIES

The liability of a member of the Association to contribute towards the payment of debts and liabilities of the Association or the cost, charges and expenses of winding up of the Association is limited to the amount, if any, unpaid by the member in respect of membership of the Association as required by Clause 11.

13.DISCIPLINING OF MEMBERS

13.1Where the committee is of the opinion that a member of the Association:

(a) has persistently refused or neglected to comply with a provision or provisions of this constitution; or

(b) has persistently and willfully acted in a manner prejudicial to the interests of the Association; the committee may, by resolution:

(d) suspend the member from membership of the Association for a specified period.

13.2 A resolution of the committee under Clause 13.1 is of no effect unless the committee, at a meeting held not earlier than 14 days and and not later than one month after service on the member of a notice under Clause 13.3, confirms the resolution in accordance with this clause.

13.3 Where the committee passes a resolution under Clause 13.1, the secretary shall as soon as practicable, cause a notice in writing to be served on the member:

(a) setting out the resolution of the committee and grounds on which it is based;

(b) stating that member may address the committee at a meeting to be held not earlier than 14 days and not later than one month after service of notice,

(d) informing the member that the member may do either or both of the following:

(i) attend and speak at the meeting;

(ii) submit to the committee at or prior to the date of the meeting written representation relating to the solution.

13.4 At a meeting of the committee held as referred to in clause 13.3, the Committee shall:

(a) give to the member an opportunity to make oral representations;

(b) give due considerations to any written representations submitted to the committee by the member at or prior to the meeting; and

13.5 Where the committee confirms a resolution under Clause 13.4, the secretary shall within 7 days after that confirmation, by notice in writing inform the member of the fact and of the members right to appeal under Clause 14.

13.6 A resolution confirmed by the committee under Clause 13.4 does not take effect:

(a) until the expiration of the period within which the member is entitled to appeal against the resolution where the member does not exercise the right of appeal within that period; or

(b) where, within that period, the member exercises the right of appeal unless and until the Association confirms the resolution pursuant to Clause 14.4.

14.RIGHT OF APPEAL OF DISCIPLINED MEMBER

14.1 A member may appeal to the Association in a general meeting against a resolution of the committee which is confirmed under Clause 13.4 within 7 days after notice of the resolution is served on the member by lodging with the secretary a notice to that effect.

14.2 Upon receipt of notice from a member under Clause 14.1, the secretary shall notify the committee which shall convene a general meeting of the Association to be held within 21 days after the date on which the secretary received the notice.

14.3 At a general meeting of the Association convened under Clause 14.2

(a) no business other than the question of the appeal shall be transacted;

(b) the committee and the member shall be given the opportunity to state their respective cases orally or in writing or both; and

(c) the members present shall vote by secret ballot on the question of whether the resolution should be confirmed or revoked.

14.4 If at the general meeting, the Association passes a special resolution in favor of the confirmation of the resolution, the resolution is confirmed.

PART THREE - THE COMMITTEE

15.FUNCTIONS AND POWERS OF THE EXECUTIVE COMMITTEE
There executives committee shall be called the committee of management of the Association and, subject to the act, the regulation and this constitution and to any resolution passed by the Association in general meeting:

(a) shall control and manage the affairs of the Association;

(b) may exercise all such functions as may be exercise by the Association other than those functions that are required by this constitution to be exercise by a general meeting of members of the Association; and

(c) has the powers to perform all such acts and do all such things as appear to the committee to be necessary or desirable for the proper management of the affairs of the Association.

16.CONSTITUTION AND MEMBERSHIP

16.1 The committee shall consist of:

(a) the office-bearers of the Association,

(b) 3 ordinary members, each of whom shall be elected at the annual general meeting of the Association pursuant to clause 17.

16.2 The office - bearers of the Association shall be:

(a) the president;

(b) the vice - president;

(d) the secretary.

16.3 Each member of the committee shall, subject to this constitution, hold office for one year until the conclusion of the annual general meeting in the subsequent year following the date of the members election but is eligible for re-election.

16.4 In the event of a casual vacancy occurring in the membership of the committee, the committee may appoint a member of the Association to fill the vacancy and the member so appointed shall hold office, subject to this constitution, until the conclusion of the annual general meeting next following the date of the appointment.

7.ELECTION OF MEMBERS

17.1 Affiliated members of the Association are eligible for nomination as candidates for election as office - bearers of the Association.

17.2 Nominations of candidates for election as office - bearers of the Association or as ordinary members of the committee:

(a) shall be made in writing, and signed by two members of the Association and accompanied by the written consent of the candidate (which may be endorsed on the form of nomination ); and

(b) shall be delivered to the secretary of the Association not less than 7 days before the date fixed for the holding of the annual general meeting at which the election is to take place.

17.3 If insufficient nominations are received to fill all vacancies on the committee, the candidates nominated shall be deemed to be elected with effect from the conclusion of the annual general meeting and further nominations in respect of the unfilled vacancies shall be received at the annual general meeting.

17.4 If insufficient further nominations are received, any vacant positions remaining on the committee after conclusion of the annual general meeting shall be deemed to be casual vacancies.

17.5 If the number of nominations are equal to the number of vacancies to be filled, the persons nominated shall be deemed to be elected with the effect from the conclusion of the annual general meeting.

17.6 If the number of nominations exceeds the number of vacancies to be filled, a ballot shall be held.

17.7 The ballot for the election of office - bearers and ordinary members of the committee shall be conducted at the annual general meeting in such usual and proper manner as the committee may direct.

17.8 A nomination of a candidate for election under this clause is not valid if that candidate has been nominated for election to another office at the same election.

18.REGISTER OF MEMBERS OF THE COMMITTEE

18.1 The public officer of the Association shall establish and maintain a register of members of the executive committee of the Association, specifying the name and address of each person who is a member of the executive committee of the Association together with the date from which the person became elected as a member of the committee up to point at which the office - bearer vacates a post.

18.2 The register of members of the executive committee of the Association shall be kept at the principle place of administration of the Association and shall be kept open for inspection, free of charge, by any member of the Association at any reasonable hour.

19.SECRETARY

19.1 The secretary, who will also be the public officer of the Association shall, as soon as practicable after being appointed as secretary, lodge a notice with the Association with his or her address.

19.2 It is the duty of the secretary to keep minutes of:

(a) all appointments of office - bearers and members of the committee.

(b) the names of members of the committee present at a committee meeting or a general meeting; and

19.3 Minutes of proceedings at a meeting shall be signed by the chairperson of the meeting.

20. TREASURER

It is the duty of the treasurer of the Association to ensure that:

(a) all money payable to the Association is collected and received and that all payments authorised by the Association are made; and

(b) correct books are accounts are kept showing the financial affairs of the Association including full details of all receipts and expenditure connected with the activities of the Association.

21. CASUAL VACANCIES
For the purposes of this constitution, a casual vacancy in the office of a member of the committee occurs if the person:

(a) dies;

(b) ceases to be a member of the Association;

(d) resigns office by notice in writing given to the secretary;

(e) is removed from office under Clause 22;

(f) becomes of unsound mind or a person whose person or estate is liable to be death with in any way under the law relating to mental health;

(g) is absent without the consent of the committee from all meetings of the committee held during a period of 6 months.

(h) is convicted of an offense punishable under law by imprisonment for a maximum period of (3) months or more.

22. REMOVAL OF MEMBER

22.1 The Association in a general meeting may by resolution remove any member of the committee from office before the expiration of the members term of office and may by resolution appoint another person to hold office until the expiration of the term of office of the member so removed.

22.2 Where a member of the committee whom a proposed resolution referred to in Clause 22.1 relates, makes representations in writing to the secretary or president (not exceeding a reasonable length) and requests that the representations be notified to members of the Association, the secretary or the president may send a copy of the representations to each member of the Association or, if they are not so sent, the member is entitled to require that the representations be read out at the meeting at which the resolution is considered.

23. MEETING AND QUORUM

23.1 The committee shall meet at least 3 times in each period of 12 months at such a place and time as the committee may determine.

23.2 Additional meetings of the committee may be convened by the president or by any other members of the committee.

23.3 Oral or written notice of a meeting of the committee shall be given by the secretary to each member of the committee at least 3 days (or such other period as may be unanimously agreed upon by the members of the committee) before the time appointed for the holding of the meeting.

23.4 Notice of a meeting given under Clause 23.3 shall specify the general nature of the business to be transacted at the meeting and no business other than that business shall be transacted at that meeting except business which the committee members present at the meeting unanimously agree to treat as urgent business.

23.5 Any 2 members of the committee constitute a quorum for the transaction of the business of a meeting of the committee.

23.6 No business shall be transacted by the committee unless a quorum is present and if within half an hour of the time appointed for the meeting a quorum is not present, the meeting stands adjourned to the same place and at the same hour of the same day in the following week.

23.7 If at the adjourned meeting a quorum is not present within half an hour of the time appointed for the meeting, the meeting shall be dissolved

23.8 At a meeting of a committee:

(a) the president or, in the presidents absence, the vice-president shall preside; or

(b) if the president or the vice-president are absent or unwilling to act, one of the remaining members of the committee present at the meeting, shall preside.

24. DELEGATION BY COMMITTEE TO SUB-COMMITTEE

24.1The committee may, by instrument in writing, to one or more sub-committees (consisting of such member or members of the Association as the committee thinks fit) the exercise of such of the functions of the committee as are specified in the instrument; other than:

(a) this power of delegation; and

(b) a function which is a duty imposed on the committee imposed by the act or by another law.

24.2 A function, the exercise of which has been delegated to a sub committee under this constitution may, while the delegation remains unrevoked, be exercised from time to time by the sub committee in accordance with the terms of the delegation.

24.3 A delegation under this section may be made subject to such conditions or limitations as to the exercise of such any function the subject thereof, or as to time or circumstances, as may be specified in the instrument of delegation.

24.4 Not withstanding any delegation under this section, the committee may continue to exercise any function delegated.

24.5 Any act or thing done or suffered by a sub-committee in the exercise of a delegation under this section has the same force and effect as it would have if it would have been done or suffered by the committee.

24.6 The committee may, by instrument in writing revoke wholly or in part any delegation under this Clause.

24.7 A sub-committee may meet and adjourn as it thinks proper.

25. VOTING AND DECISIONS

25.1 Questions arising at a meeting of the committee or of any sub-committee appointed by the committee shall be determined by a majority of the votes of members of the committee or sub-committee present at the meeting.

25.2 Each member present at the meeting of the committee or of any sub-committee appointed by the committee (including the person presiding at the meeting) is entitled to one vote but, in the event of an equality of votes on a question, the person presiding may exercise a second vote or casting vote.

25.3 Subject to sub-clause 23.5, the committee may act not withstanding any vacancy on the committee.

25.4 Any act or thing done or suffered, or purporting to have been done or suffered by a committee or by a sub-committee appointed by the committee, is valid and effectual not withstanding any defect that may afterwards be discovered in the appointment or qualification of any member of the committee or sub- committee.

PART FOUR - GENERAL MEETINGS

26. HOLDING OF ANNUAL GENERAL MEETINGS

26.1 With the acception of the first annual general meeting of the Association, the Association shall, at least once in each calendar year and within the period of 6 months after the expiration of each financial year of the Association, convene an annual general meeting of its members.

26.2 The Association shall hold its fists annual general meeting:

(a) within the period of 18 months after its incorporation under the Act; and

(b) within the period of 6 months after the expiration of the first complete financial year of the Association.

27. CALLING OF AND BUSINESS AT ANNUAL GENERAL MEETINGS

27.1The annual general meeting of the Association shall, subject to the Act and to the clause 26, be convened on such date and at such place as the committee thinks fit.

27.2 In addition to any other business which may be transacted at an annual general meeting shall be

(a) to confirm the minutes of the last preceding general meeting and of any special general meeting held since that meeting;

(b) to receive from the committee reports upon the activities of the Association during the last preceding year;

(d) to receive and consider the completed accounts of the Association; and

27.3 An annual general meeting shall be specified as such in the notice convening it.

28.CALLING OF SPECIAL GENERAL MEETINGS

28.1The committee may, whenever it thinks fit, convene a special general meeting of the Association.

28.2 The committee shall, on the requisition in writing of not less than 5% of the total number of its members, convene a special general meeting of the Association.

28.3 A requisition of members for a special general meeting:

(a) shall state the purpose or purposes for the meeting;

(b) shall be signed by the members making the requisitions;

(d) may consist of several documents in a similar form, each signed by one or more members making the requisition.

28.4 If the committee fails to convene a special general meeting to be held within one month after the date on which a requisition of members for the meeting is lodged with the secretary, any one or more of the members who made the requisition may convene a special general meeting to be held not later than 3 months after that date.

28.5 A special general meeting convened by a member or members as referred to in clause 28.4 shall be convened as nearly as practicable in the same manner as general meetings are convened by the committee and any member who thereby incurs expense is entitled to be reimbursed by the Association for any expenses so incurred.

29. NOTICE

29.1 Except where the nature of the business proposed to be death with at a general meeting requires a special resolution of the Association, the secretary shall at least 14 days before the date fixed for the meeting cause to be sent by prepaid post to each member at the member's address appearing in the register of members, a notice specifying the place, date and time of the meeting and nature of the business proposed to be transacted at the meeting.

29.2 Where the nature of the business to be death with at a general meeting requires a special resolution of the Association, the secretary shall, at least 21 days before the date fixed for the holding of the general meeting, cause notice to be sent to each member in the manner provided for in clause 29.1 specifying in addition to the matter required under clause 29.1 the intention to propose the business as a special resolution.

29.3 No other than that specified in the notice convening a meeting shall be transacted at the meeting except, in the case of an annual general meeting, business which may be transacted pursuant to Clause 27.2.

29.4 A member desiring to bring any business before a general meeting may give notice of that business in writing to the secretary which shall include that business in the next notice calling a general meeting given after receipt of the notice from the member.

30. PROCEDURE

30.1 No item of business shall be transacted at a general meeting unless a quorum of members entitled under this constitution to vote is present during the time the meeting is considering that item.

30.2 Five members present in person (being members entitled under this constitution to vote at a general meeting) constitute a quorum for the transaction of the business of a general meeting.

30.3 If within half an hour after the appointed time for the commencement of a general meeting a quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved and in any other case shall stand adjourned to the same time and at the same day in the following week and (unless another place is specified at the time of adjournment by the person presiding at the meeting or communicated by written notice to members given before the day to which the meeting is adjourned) at the same place.

30.4 If at the adjourned meeting a quorum is not present within half an hour after the time appointed for the commencement of the meeting, the members present (being not less than 3) shall constitute a quorum.

31.PRESIDING MEMBER

31.1 The president or, in the president's absence, the vice-president, shall preside as chairperson at each general meeting of the Association.

32.1 If the president or the vice-president are absent or unwilling to act, the members present shall elect one of their members to elect one of their member to preside as chairperson at the meeting.

32.ADJOURNMENT

32.1The chairperson of a general meeting at which a quorum is present may, with the consent of the majority of the members present at the meeting, adjourn the meeting from time to time and from place to place, but no business shall be transacted at an adjourned meeting other than the business left unfinished at the meeting at which the adjournment took place.

32.2 Where a general meeting id adjourned for 14 days or more, the secretary shall give written or oral notice of the adjourned meeting to each member of the Association stating the place, date and time of the meeting and the nature of the business to be transacted at the meeting.

32.3 Except as provided in clause 32.1 and 32.2, notice of an adjournment general meeting or of the business to be transacted at an adjourned meeting is not required to be given.

33. MAKING OF DECISIONS

33.1 A question arising at a general meeting of the Association shall be determined by a show of hands and, unless before or the declaration of the show of hands the poll is demanded, a declaration by the chairperson that the resolution has, on a show of hands, been carried or carried unanimously or carried by a particular majority or lost, or an entry in the minute book of the Association, is evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against that resolution.

33.2 At a general meeting of the Association, a poll may be demanded by a chairperson or by not less than 3 members present in person or by proxy at the meeting.

33.3 Where a poll is demanded at a general meeting, the poll shall be taken:

(a) immediately in the case of poll which relates to the election of the meeting as the chairperson of the meeting or to the question of an adjournment; or

(b) in any other case, in such manner and such time before close of the meeting on the matter.

34. SPECIAL RESOLUTION

34.1 A resolution of the Association is a special resolution if it is passed by a majority which comprises not less than three -quarters of such members of the Association as, being entitled under this constitution to do, vote in person or by proxy at a general meeting of which not less than 21 days written notice specifying the intention to propose the resolution was given in accordance with this constition.

35. VOTING

35.1 Upon any question arising at a general meeting of the Association, a member has one vote only

35.2 All votes shall be given personally or by proxy but no member may hold more than five proxies.

35.3 In case of an equality of votes on a question at the general meeting, the chairperson of the meeting is entitled to exercise a second or casting vote.

35.4 A member or proxy is not entitled to vote at a general meeting of the Association unless all money due and payable by the member or proxy to the Association has been paid, other than the amount of the ann- subscription payable in respect of the then current year.

36. APPOINTMENT OF PROXIES

36.1 Each member shall be entitled to appoint another member as proxy by notice given to the secretary no later than 24 hours before the time of the meeting in the respect of which the proxy is appointed.

36.2 The notice appointing the proxy shall be in the form set out in Appendix 2 to this constitution.

37.RESOLUTIONS
A resolution of the Association may not be made by postal ballot but must be made at a meeting of the Association.

PART FIVE - MISCELLANEOUS

38.POWERS OF THE ASSOCIATION

The Association shall have the power to;

(a) Act as a trustee for any other association;

(b) To accept and hold on trust any property that is given to the Association subject to any trust, and to carry out any such trust;

(c) To invest its monies in or on any security in which trustees are for the time being authorised by law to invest trust funds;

(d) To open and operate banks accounts;

(e) To borrow money on such terms and in such manner and on such security (if any) as the Association thinks proper for the purpose of carrying out its objects and purposes;

(f) To secure the repayment of money so raised and borrowed, or the payment of a debt or liability of the Association, by giving a mortgage,charge or security on or over all or any of the property of the Association;

(g) To hold,purchase or take on lease any land and sell, exchange, mortgage, lease or build on land;

(h) To raise money by donation, subscription or otherwise;

(i) To employ staff upon such terms and condition as are determined by the Executive Committee ; and

(j) To do all other things as are reasonably necessary to achieve the objectives of the Association.

39. SOURCE OF FUNDS

39.1 The funds of the Association shall be derived from entrance fees and annual subscriptions of members, donations and, subject to any resolution passed by the Association in a general meeting, such other sources as the committee determines.

39.2 All money received by the Association shall be deposited as soon as practicable and without deduction to the credit off the Association's bank account.

39.3 The Association shall as practicable after receiving money, issue a an appropriate receipt.

40. MANAGEMENT OF FUNDS

40.1 They funds of the Association shall be managed by the Treasurer who shall receive all monies payable to the Association and shall deposit such monies into the account of the Association.

40.2 Subject to any resolution passed by the Association in general meeting, the funds of the Association shall be used in pursuance of the objects of the Association in such a manner as the committee determines.

40.3 All cheques,drafts, bills of exchange, promissory notes and other negotiable instruments shall be signed by any two members of the Association, being members of the committee or employees authorised to do so by the committee.

40.4 The Executive Committee shall authorise purchases for and on behalf of the Association for amounts exceeding one hundred(100) Kina;

40.5 Payments of one hundred (100) Kina or more shall be made by cheque;

40.6 The Treasurer shall ensure that proper books of account are maintained in respect of all transactions of the Association; and

40.7 The Executive Committee shall have the power to appoint or dismiss auditors, and shall cause financial affairs of the Association to be properly audited by a qualified auditor at least once in each financial year.

41. APPLICATION OF PROFIT
The Association will apply its profits (if any) or other income in promoting its objects.

42. PAYMENT OF DIVIDEND
The Association will prohibit the payment of any dividend or payment in the nature of a dividend to its members.

43. ALTERATION OF OBJECTS, PURPOSES AND CONSTITUTION
The objects and purposes of the Association (other than those stated at Clause 42 and 42 and this constitution may be altered, rescinded or added to only by a special resolution of the Association.

44. AUDIT AND ACCOUNTS
The financial affairs of the Association shall be audited at least once in every financial period of the 12 months by the auditor appointed by the Annual General Meeting.

45.POWERS AND DUTIES OF THE AUDITOR

45.1 The Auditor shall:

(a) Certify to the correctness of the financial statements or the profits and loss accounts;

(b) Have free access to all books of accounts and records of the Association;

(c) Inspect and audit the accounts and records of financial transactions and draw the attention of the committee to any irregularities;

(d) State in his or her report, in his her opinion whether:

(i) the financial statements or the profit and loss account are properly drawn up so as to give a fair view of the Association's financial affairs;

(ii) that the books of accounts and other records examined by him or her have been properly kept; and

(iii) that he or she has obtained all information and explanations he she require.

45.2 The Auditor may be removed from office by a special resolution of the Association at a general meeting or at the expiration of his or her tenure of office.

46.COMMON SEAL

46.1The Association shall have a Common Sealwhich shall be in the custody of the Secretary and shall be used only upon the authorisation of the Association or the Executive Committee;

46.2 Subject to the Act, the Common Seal shall be in a form approved by the Executive Committee and shall bear the words " ABC Incorporated";

47.CUSTODY OF BOOKS
Except as otherwise provided by this constitution, the public officer shall keep in his or her custody or under his or her control, all records, books and other documents relating to the Association.

48.INSPECTION OF BOOKS
The records, books and other documents of the Association shall be kept open to inspection, free of charge, by a member of the Association at any reasonable hour on a business day.

49. SERVICES OF NOTICES

49.1 A notice may be served by or on behalf of the Association upon any member either personally or by sending it by prepaid post to the member's address shown in the register of members.

49.2 Where are document is sent to a person by properly addressing, prepaying and posting to the person a letter containing a document shall, unless the contrary is proved, be deemed, for the purposes of this constitution, to have been served on the person at the time at which the letter would have been delivered in the ordinary course of post.

50. WINDING UP
Upon winding up the assets of the Association and any assets remaining, after payments of debts and liabilities of the Association and the costs of winding up, shall be handed over to any organisations or organisation within the country with similar objects to the Association, or in the event that no such organisations exist, to such charitably institution as the Executive Committee at the same time may decide.