19 Branch formation 18 20 Branch membership 18 21 Branch Committee 18 22 Branch operations 19 23 Special Interest groups 19 F – 19 24 Minutes 19 25 Financial and other records 19 26 Seal 19 27 Notices 19 27.1 Notices to Members 19 27.2 Deemed service 20 27.3 Persons entitled to notice of a General Meeting 20 28 Winding up 20 29 Indemnity and insurance 20 29.1 Indemnity 20 29.2 Insurance 21 30 Alteration of Constitution 21 1 – 22 1 Replaceable Rules inapplicable 22 2 Definitions 22 3 Construction 23 2 – 25 Background 25 Participating Societies 25 Undecided Societies 25 Non-Participating Societies 26 Drafting note: A constitution serves as a written definition and expression of the organization itself. It covers the nature of the organization, its reason for being, its membership and broad fundamentals of its organization and operations. The bylaws are created as a set of rules for day-to-day operations based on the foundational principles of the constitution.
“Office” means the registered office for the time being of IPEd. “Officer” has the meaning defined in section 9 of the Corporations Act 2001. “Person” includes a firm, corporation or association or a natural person of either gender. “Replaceable means the sections of the Corporations Act 2001 referred to as replaceable rules in that Act. “Register” the register of Members kept pursuant to the Corporations Act. “Special Motion” means a motion proposed for the purpose of altering the Constitution of IPEd where the Special Motion is discussed at a General Meeting convened for that purpose. A Special Motion has to be carried by not less than three-quarters of the votes cast. “Special Notice” means notice of not less than twenty-one days of the time and place of the relevant meeting, and notice of not less than twenty-one days of the resolutions in respect of which notice is given. “Special Resolution” means an approved Special Motion carried at a General Meeting by not less than three-quarters of the votes cast. “Seal” means the common seal (if any) of IPEd. “Secretary” means any person appointed to perform the duties of secretary of IPEd, or any person appointed to act temporarily as such. “Sub-branch” means a group of Members within a Branch, residing in a particular geographic area. 3 Construction In this Constitution, unless the context otherwise requires: words in the singular include the plural and vice versa any gender includes the other genders if a word or phrase is defined, its other grammatical forms have corresponding meanings “includes” means includes without limitation a reference to: (i) a person includes a partnership, joint venture, unincorporated association, corporation and a government or statutory body or authority (ii) any legislation or subordinate legislation includes any corresponding legislation or subordinate legislation (iii) present in the context of being present at a meeting of any kind includes being present by means of any technology that allows instantaneous communication with other meeting attendees. (iv) writing includes any mode of representing or reproducing words in tangible and permanently visible form, and includes facsimile and electronic transmission (v) month means a period commencing on any day of a calendar month and ending on: (A) the corresponding day in the next succeeding calendar month, or (B) (if a corresponding day does not in the next succeeding calendar month), the last day of the next succeeding calendar month (vi) “signature” and “signed” include any accepted form of electronic signature