1. NAME
The name of the association is Dive Industry Association of Australia Incorporated, hereinafter referred to as the “Association”.

2. REGISTERED PLACE OF BUSINESS
Its place of business shall be at:
100 AUSTRAL STREET, MALABAR, NSW 2036.

3. OBJECTIVES

The objectives of the association 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. THE ASSOCIATION’S POWERS 

The association has the legal capacity of an individual. The association has power to do anything that helps it to achieve its objects. 

Subject to the Act and Regulations, the association may only: 

  • exercise its powers; and 
  • use its income and assets (including any surplus), for its objects.

5. USE OF THE ASSOCIATION’S INCOME AND ASSETS

Use of the association’s income and assets 

The association must not distribute any surplus, income or assets directly or indirectly to its members. 

This rule does not prevent the association from: 

  • paying its members reimbursement for expenses properly incurred by them or for goods  supplied and services provided by them, if this is done in good faith on terms no more  favourable than if the member were not a member; or 
  • distributing any surplus, income or assets in accordance with rule 38 and 38A. 
  • Subject to a predetermined resolution of the board

6. FINANCIAL YEAR

  • The financial year of the association starts on 1 July of each year and runs for a period of 12  months (‘Financial Year’), except for the first financial year of the association which starts on the date  of incorporation of the association and stops on June 30.

7. MEMBERS

  • The association must have at least five members. 

    Any person who supports the objects of the association can apply to join the association as a  member. 

    A ‘person’ in this rule means an individual, a corporation or a body corporate or politic

8. MEMBERSHIP APPLICATIONS

A person may apply to join the association as a member by writing to the secretary of the association  (Secretary). 

In this constitution, writing includes email and other correspondence in electronic form. 

Applications for membership of the association must be in the form approved by the Committee. 

The Committee can approve or reject a membership application. If the Committee rejects a  membership application, it must return the  annual subscription fee paid by the applicant (if there is an annual subscription fee) and write to the  person to tell them their membership application has been rejected. The Committee must consider  applications for membership of the association and notify the applicant of its decision as soon as  practicable.

A person becomes a member when the Secretary adds the person’s name and address to the  Register of Members in accordance with rule 12. 

The association must inform the person when their membership has started, and whether they have  to pay an annual subscription fee. Those fees (if any) must be paid within  the time specified by the Committee.

9. MEMBERSHIP FEES

The Committee can set or change joining fees and annual subscription fees for members by Special General Meeting of all members. 

Members must pay the annual membership fee within the time specified by the Committee, which is presently 14 days. If a member does not pay in time, their application for membership may be rejected, their membership suspended until the fee is paid (when membership is suspended, a  member cannot exercise their members’ rights such as voting at the Annual General Meeting (AGM))  or their membership may be terminated in accordance with rule 11.

10. MEMBERS’ LIABILITIES

A member of the association does not have any liability to contribute to the payment of the debts and  liabilities of the association or the costs, charges and expenses of the winding up of the association.

11. ENDING MEMBERSHIP

Members can stop being a member of the association at any time by notice in writing using the ending membership form to the Secretary. 

A member stops being a member if: 

  • the member resigns in accordance with the constitution; 
  • the member is expelled in accordance with the disciplinary procedures set out in the  constitution (if any); 
  • the member dies (if they are an individual) or the member otherwise stops existing; 
  • the member’s joining fee and/or annual subscription fee is more than 30 days overdue; or 
  • where no annual subscription fee is payable, the Secretary has made a written request to the  member to confirm they wish to remain a member and the member has not, within 30 days after receiving that request, confirmed in writing that they wish to remain a member. 

When a membership ends, the association will not refund any fees already paid. Writing includes email and other correspondence in electronic form.

Members have rights, obligations and liabilities as set out in the Act, the Regulations and in this  constitution. 

Subject to any restrictions or requirements in this constitution, the Act or the Regulations, the rights of  a member entitled to vote include the right to: 

  • receive notice of general meetings and of proposed special resolutions in the manner and  time prescribed by this constitution; 
  • submit items of business for consideration at a general meeting; 
  • attend and be heard at general meetings; 
  • vote at general meetings; 
  •  any other rights expressly granted in accordance with this constitution. 

The rights of a member are not transferable and end when membership stops.

12. REGISTER OF MEMBERS

The Secretary must establish and maintain a register of members of the association (Register of  Members). 

The Register of Members can be kept in written or electronic form and must be kept in New South  Wales: 

  • at the main premises of the association; or 
  • if the association has no premises, at the association’s official address. 

The Register of Members must include the following information: 

  • the name of the member; 
  • the address for notice under rule 39; 
  • the date on which the person became a member; and 
  • the date on which the person ceased to be a member. 

The address for notice may be an email address.

The Secretary must update the Register of Members within 14 days of being notified of a change to  the details recorded on the register or the member ceasing to be a member. 

If a member requests that any information contained on the Register of Members about the member  (other than the member’s name) not be available for inspection, that information must not be made  available for inspection. 

A member must not use information about a person obtained from the Register of Members to contact  or send material to the person, other than for: 

    • the purposes of sending the person a newsletter, a notice in respect of a meeting or other  event relating to the association; or 
    • any other purpose necessary to comply with a requirement of this constitution, the Act or the  Regulations. 

13. THE EXECUTIVE COMMITTEE

The association is governed by a management committee (Committee) that is made up of committee  members elected in accordance with this constitution.

14. THE COMMITTEES’S RESPONSIBILITIES AND FUNCTIONS

The Committee is responsible for management of the affairs of the association and can exercise all  powers and functions of the association (consistently with this constitution, the Act, and the  Regulations), except for powers and functions that the members are required to be exercised at a  general meeting (under this constitution, the Act, or Regulations). 

The Committee can delegate any of its powers and functions to a committee member, a sub committee, a staff member or a member, other than the power of delegation or a duty imposed on the  Committee by the Act or under any other law. 

A delegation must be in writing. There can be conditions or limitations on a delegation if the  Committee considers it appropriate. A delegation can be revoked in whole or in part by the Committee in writing. 

In addition to the Public Officer, the Committee must appoint at least one other authorised signatory to execute documents on the association’s behalf. An authorised signatory must be a committee  member or a member and ordinarily reside in Australia.  

Among its other responsibilities, the Committee is responsible for making sure that: 

  • accurate minutes of general meetings and committee meetings of the association are made  and kept;
  • any direct or indirect interest of a committee member in a matter that is being or will be  considered at a committee meeting is disclosed at as soon as possible and at that committee  meeting are recorded in the Disclosure of Interests Book (as defined in rule 19); 
  • an up-to-date Register of Committee Members is kept in accordance with rule 16 and an up to-date Register of Members is kept in accordance with rule 12; 
  • records that correctly record and explain the association’s financial transactions and financial  position are kept; and 
  • all records, books, documents and securities of the association are kept properly and in  accordance with this constitution.

15. THE EXECUTIVE COMMITTEE MEMBERS

The Committee is made up of the following committee members: 

  • the President, the Deputy President, the Treasurer, the Secretary (the Office Bearers); and 
  • Minimum three (usually five) skill-based committee members.

Committee members are elected by members of the association at each Annual General Meeting  (AGM) in accordance with this constitution. 

A person is eligible to be elected or appointed as a committee member if they: 

  • are a member of the association; 
  • are at least 18 years of age; 
  • are entitled to vote at a general meeting of the association; and
  • are members of the Australian dive industry. 

At least three members of the Committee must ordinarily reside in Australia.

16. REGISTER OF COMMITTEE MEMBERS

The Secretary must keep and maintain a register of committee members in accordance with this  constitution, the Act and the Regulations (Register of Committee Members). 

The Register of Committee Members must contain the following information for each committee  member: 

  • the name, date of birth (day & month) and residential address for each committee member; 
  • the date on which the committee member takes office;
  • the date on which the committee member vacates office; 
  • if the committee member holds an Office Bearer position: 
    • their position (President, Deputy President, Secretary, Treasurer); 
    • the date on which they were elected or appointed to the position; and 
    • the date on which they ceased to hold the position. 

The Register of Committee Members must be kept in New South Wales: 

  • at the main premises of the association; or 
  • if the association has no premises, at the association’s official address. 

Any change in the Committee’s membership must be recorded in the Register of Committee Members  within one month after the change occurs. 

The Register of Committee Members must, at all reasonable hours, be kept available for inspection,  free of charge, by any person.

17. ELECTION OF THE COMMITTEE

The association must by resolution at its first AGM decide how many ordinary committee members (if  any) it wishes to elect. 

The number of ordinary committee members may be varied by resolution of the association at any  subsequent AGM. 

Each of the Office Bearer positions must be elected separately at an AGM. 

If the association decides to elect any ordinary committee members, those positions must be elected  together at an AGM. 

Nominations for each position can be made by notifying the Secretary in writing up to 48 hours before  the AGM. 

The chair of the meeting can accept additional nominations at the meeting. 

Candidates may nominate themselves. Candidates may be nominated by another member, if they  consent. 

If the number of candidates for a position is fewer than the number to be elected: 

  • The chair of the meeting must declare elected those candidates who have been nominated;  and
  • The Committee may fill the remaining vacancies in accordance with rule 22. 

If the number of candidates for a position is equal to the number to be elected, the chair of the  meeting must declare those candidates elected. 

If there are more candidates for a position than the number to be elected, a ballot must be held as set  out below. 

The chair of the meeting must appoint a returning officer to conduct the ballot (who may be the chair  of the meeting -(for transparency- Scrutineer to be non member- preferably two people).

The candidates may each make a short speech in support of their election. 

The election must be by secret ballot. 

The returning officer must give: 

  • each member present in person or by representative, and 
  • each proxy appointed by a member, 
  • a blank piece of paper for each ballot (or, for those present through the use of technology, an  equivalent means of registering their vote). 
  • For each ballot, voters must: 
    • write down the names of the candidate or candidates they wish to vote for; and 
    • not write down the names of more candidates than the number to be elected in that ballot. Ballot papers that do not comply with these requirements are informal. 

Each formal ballot paper where the name of a candidate has been written down counts as one vote  for that candidate. 

The returning officer must declare the number of candidates to be elected who receive the most votes, subject to the requirement below. 

If two or more candidates receive the same number of votes, and not all of those candidates are to be  elected, the returning officer must decide by lot which is to be elected. 

Writing includes email and other correspondence in electronic form.

18. GENERAL DUTIES OF COMMITTEE MEMBERS

As soon as practicable after being elected or appointed to the Committee, each committee member  must become familiar with this constitution, the Act, and the Regulations. 

The Committee is collectively responsible for ensuring that the association complies with this  constitution, the Act, and the Regulations. 

Each committee member must carry out their functions for the benefit, so far as practicable, of the  association and with due care and diligence. 

Committee members must not use their position as a committee member or information obtained as a  committee member dishonestly with the intention of gaining an advantage for themselves or any other person or causing detriment to the association. 

Committee members may have other obligations under the Act and Regulations, some of which may  continue after they stop being committee members. 

  1. CONFLICT OF INTEREST 

If a committee member has: 

  • direct or indirect interest in a matter being considered by the Committee, and 
  • that interest appears to raise a conflict with the proper performance of the committee  member’s duties, 
  • then the committee member must disclose the nature and extent of that interest at a committee meeting as soon as possible. 
  • Unless the Committee determines otherwise, the committee member: 
  • must not be present while the matter is being considered by the Committee; and 
  • must not vote on the matter or take part in the decision on the matter. 

While the Committee is determining whether the committee member can be present, take part in or  vote on the matter, the committee member who has disclosed the interest must not be present for any  discussion of the Committee relating to that determination or take part in making the determination. 

Any direct or indirect interest disclosed by a committee member as required in accordance with this  constitution or the Act must be recorded in a book kept for that purpose (Disclosure of Interest Book). 

The Secretary is responsible for keeping and maintaining the Disclosure of Interest Book in  accordance with this constitution, the Act and the Regulations.

Appendix I – DIAA – Conflict of Interest Policy

  1. TERM OF OFFICE

At each AGM: 

  • a committee member who has been appointed to fill a casual vacancy under rule 22  automatically retires from their role; and  
  • at least half of the remaining committee members automatically retire from their role. 

The remaining committee members who automatically retire will be those who have been longest in  office since last being elected. Where committee members were elected on the same day, the  committee members to retire will be decided by lot unless they agree otherwise. 

A committee member who automatically retires under this rule may nominate for election or reelection. 

Other than a committee member appointed to fill a casual vacancy, a committee member’s term of  office starts at the end of the AGM at which they are elected and ends at the end of the AGM at which they retire. 

Each committee member must retire at least once every two years. 

Committee members can be re-elected for a maximum consecutive term of eight years. For the purposes of this rule, a ‘year’ is the period from one AGM to the next AGM. 

  1. THE PUBLIC OFFICER

The Committee must appoint a Public Officer. The Public Officer may, but does not need to, be a  member of the Committee. 

The first Public Officer of the association is the person nominated as public officer in the application  for registration of the association. 

The Public Officer must be at least 18 years of age, ordinarily reside in New South Wales and notify  the relevant Government department of their appointment in accordance with the Act. 

The Public Officer must perform any duty or function required under the Act, the Regulations or this  constitution to be performed by the Public Officer. 

A Public Officer vacates the position of Public Officer if the person: 

  • dies; 
  • resigns in writing to the Committee; 
  • is removed from office by the passing of a resolution at a general meeting of the association;
  • becomes bankrupt; 
  • becomes a mentally incapacitated person; 
  • ceases to ordinarily resident of New South Wales; or 
  • in such other circumstances as provided for in this constitution or the Act. 

The Committee must fill any vacancy in the office of Public Officer within 28 days after the vacancy  arises (or such other time as specified in the Act from time to time). 

If no person holds the position of Secretary, the Public Officer is responsible for the duties assigned to  the Secretary in this constitution. 

  1. COMMITTEE MEMBER RESIGNATIONS, REMOVAL AND CASUAL VACANCIES

A committee member stops being on the Committee if they: 

  • stop being a member of the association; 
  • fail to attend three consecutive committee meetings (other than urgent committee meetings)  without leave of absence granted by the Committee; 
  • resign, by writing to the Committee or the Secretary on the approved form; 
  • are removed by a resolution of members of the association; 
  • become insolvent under administration (within the meaning of the Corporations Act 2001 of  the Commonwealth); 
  • become a mentally incapacitated person; 
  • die; 
  • are prohibited from being a director of a company under Part 2D.6 (disqualification from  managing corporations) of the Corporations Act 2001 of the Commonwealth; or 
  • otherwise stop being a Committee member by operation of the Act. 

If a Committee member stops being on the Committee before the end of their term in accordance with this constitution, the Committee can appoint a member of the association to fill the vacancy on the  Committee until the next AGM. 

The Committee may act despite any vacancy in its membership.
Note: The Act states that the association’s registration may be canceled if the committee fails to have  three or more members, each of whom is aged 18 years or more and at least three of whom are ordinarily resident in Australia. 

Writing includes email and other correspondence in electronic form. 

  1. CALLING COMMITTEE MEETINGS 

The Secretary must give seven days’ written notice of a committee meeting to committee members  unless the meeting is an urgent meeting. 

For urgent meetings, the Secretary must give at least 24 hours’ notice (which need not be in writing) unless the committee members unanimously agree to a shorter period of notice. 

Notice of a meeting must specify the place, date and time of the meeting and the general nature of  the business to be conducted at the meeting. If the meeting is to be held via technology, the notice  must state this and include instructions for accessing the meeting. 

At an urgent meeting, only the business for which the meeting was called may be conducted. 

The Committee can decide how often it meets. (Generally the Committee meets a minimum of 8 times a year or preferably once a month)

Committee meetings may be convened by the President. 

An urgent committee meeting may be convened by the President or by a majority of committee  members. 

Writing includes email and other correspondence in electronic form.

Note: Members’ meeting at least four times a year

 

  1. COMMITTEE MEETINGS PROCEDURE 

As long as all committee members that are present can hear, participate and communicate clearly at  the same time, committee meetings may be held at more than one place using technology (such as  telephone or video conferencing). 

The President is entitled to chair committee meetings. 

If the President is not present, or does not wish to chair the meeting, the Deputy President is entitled  to chair. 

If neither the President nor the Deputy President is present, or if neither wishes to chair the meeting,  the Committee must elect another committee member to chair. 

Decisions of the Committee at a committee meeting are to be determined by a majority of the votes of  the committee members present at the meeting. Each committee member has one vote.
There is no voting by proxy. 

The chair of the meeting does not have a casting vote. If an equal number of votes are cast for and  against a motion or amendment, the chair of the meeting must declare the motion or amendment lost. 

Subject to this constitution, the procedure to be followed at a committee meeting may be determined  from time to time by the Committee. 

No business may be conducted at a committee meeting unless a quorum is present (either in person  or through the use of technology). 

Quorum is the presence of a majority of the committee members at the time. (Four committee members)

If a Quorum is not present within 30 minutes after the notified commencement time of a committee  meeting: 

  • in the case of an urgent meeting, the meeting lapses; 
  • in any other case, the meeting must be adjourned to a date no later than 14 days after the  adjournment and notice of the time, date and place to which the meeting is adjourned must  be given in accordance with this constitution. 
  • If the meeting is adjourned due to lack of quorum, the members present provide a quorum
  1. ANNUAL GENERAL MEETINGS 

The association must hold an AGM within six months of the end of the association’s Financial Year or  such other time as permitted by the Act or Regulations. 

The Committee determines the date, time and place of the AGM. 

The ordinary business of the AGM is to confirm the minutes of the previous AGM, receive reports on  the activities of the association during the previous Financial Year, receive and consider any financial  statement or report required to be submitted to members under the Act and to elect committee  members. 

The AGM may also conduct any other business of which notice has been given in accordance with  this constitution. 

  1. CALLING A SPECIAL GENERAL MEETING 

The Committee may, whenever it thinks fit, convene a Special General Meeting (SGM) of the  association. A SGM is a general meeting of the association that is not an AGM.

The Committee must convene a Special General Meeting (SGM) if a request to do so is made in  accordance with this rule by at least 25% of the total number of members. 

This request by members for a SGM must: 

  • be in writing; 
  • state the business to be considered at the meeting and any resolutions to be proposed; 
  • include the names and signatures of the members requesting the meeting; and 
  • be given to the Secretary. 
  • If the Committee does not convene a SGM within one month after the date on which the request is made, the members making the request (or any of them) may convene the SGM. 
  • A SGM convened by members must: 
    • be held within three months after the date on which the original request was made; and 
    • only consider the business stated in that request. 
  1. NOTICE OF GENERAL MEETINGS 

In this constitution, a reference to a general meeting includes an AGM or an SGM. 

Notice of the date, time and place of a general meeting must be provided to members at least 14 days  (or 21 days if a special resolution is proposed) before the date of the meeting in writing to each  member’s postal or email address listed on the members register. 

If the general meeting is to be held via technology the notice must state this and include instructions  for accessing the meeting. 

The notice must specify whether the general meeting is an AGM or an SGM. 

Notices of general meetings must include all proposed matters and motions to be dealt with at that  meeting. 

If a special resolution is proposed, the notice must also include: 

  • the full proposed resolution, and
  • a statement of the intention to propose the resolution as a special resolution. Writing includes email and other correspondence in electronic form. 
  1. GENERAL MEETINGS PROCEDURE 

As long as all members present at the meeting can hear and communicate clearly at the same time,  general meetings may be held at more than one place using technology (such as telephone or video  conferencing). 

A member participating in a general meeting through the use of technology as permitted under this  constitution is taken to be present at the meeting and, if the member votes at the meeting, is taken to  have voted in person. 

The President is entitled to chair general meetings. 

If the President is not present, or does not wish to chair the meeting, the Deputy President is entitled  to chair. 

If neither the President nor the Deputy President is present, or if neither wishes to chair the meeting,  the meeting must elect another member to chair. 

Decisions at a general meeting must be made by majority vote (subject to the provisions in this  constitution regarding special resolutions). 

Other than resolutions being voted on by way of postal or electronic ballot, votes must be held by: 

  • where no member has appointed a proxy on that member’s behalf, a show of hands, or 
  • otherwise, written ballot or, in either case, another method determined by the chair that is fair and reasonable in the  circumstances. 

If a vote is held initially by show of hands (or any other method determined by the chair), any member  may request a vote be held again by written ballot. A ballot must be conducted in accordance with the  procedure determined by the chair. 

For the purposes of this rule, a member who is not an individual may appoint a representative to act  on its behalf either at all meetings of members or at a specific meeting and may change any such  appointment from time to time. An appointment form appointing a representative for an indefinite  period may be relied on by the Committee until the member provides notice of revocation of the  appointment. An appointment form must be received by the Secretary (in the form approved by the  Committee, if any) at least 24 hours before a meeting at which such a representative will act.

Subject to the Act, and this constitution, each member has one vote on any question arising at the  meeting.
NB: Appointment form can be viewed in Appendix

The chair of the meeting does not have a casting vote. 

Members may not vote by proxy at general meetings. 

  1. QUORUM FOR GENERAL MEETINGS 

No business may be conducted at a general meeting unless a quorum of members entitled under this  constitution to vote is present (either in person or through the use of technology). 

Quorum is 25% of the members or any four members of the association, whichever is higher. 

The chair may adjourn the meeting if a quorum is not reached within 30 minutes of the meeting start  time, or if there is not enough time at a meeting to address all business. Notice of the date, time and  place of the adjourned meeting must be sent to members as soon as practicable after the meeting.  This notice does not have to comply with time for notice requirements of this constitution, unless the  adjourned meeting is more than 21 days after the original meeting date. 

No business may be conducted at an adjourned meeting, other than the business that remained  unfinished when the meeting was adjourned. 

  1. POSTAL OR ELECTRONIC BALLOT 

Unless otherwise specified in this constitution, the association may hold a postal or electronic ballot  for members to vote on any matter or resolution (including matters to be determined by special  resolution). 

The Committee is responsible for deciding whether a postal or electronic ballot is to be held. A postal or electronic ballot is to be conducted in accordance with Schedule 3 to the Regulations. 

  1. SPECIAL RESOLUTIONS 

A special resolution is passed if it is supported by at least three-quarters of the votes cast by  members of the association who are entitled to vote on the resolution. 

  1. CUSTODY OF DOCUMENTS AND MEMBERS’ ACCESS TO DOCUMENTS 

The Treasurer must keep custody of the financial records of the association. The financial records  must correctly record and explain the association’s financial transactions and financial position. 

The Treasurer must ensure that financial records of the association are kept in either written or  electronic form for at least seven years after the record was made (or any longer period as required  by law).

The Secretary must keep custody of all books, documents and securities of the association (other  than the financial records held by the Treasurer in accordance with this constitution). 

The Secretary must keep and maintain a Register of Committee Members, a Disclosure of Interest  Book and a Register of Members (electronic copies are acceptable) in accordance with this constitution, the Act and the Regulations. 

The Secretary must ensure that minutes of general meetings and committee meetings are kept in  either written or electronic form for at least five years after the record was made (or any longer period  as required by law). 

If the records, books and documents of the association are kept in electronic form, they must be  convertible into hard copy. 

A member may, subject to this constitution, inspect the following records, books and documents of the  association, free of charge at any reasonable hour: 

  • the Register of Members; 
  • the Register of Committee Members; 
  • the Disclosure of Interest Book; 
  • the constitution of the association; 
  • minutes of committee meetings and general meetings of the association; and 
  • other books, documents and securities of the association including financial records,  contracts, and if kept the asset records of the association. 

A member can write to the Secretary asking for copies of a record, book or document of the  association. 

The association must provide copies of a record, book or document of the association if a member  requests copies in accordance with this constitution (and unless the association is permitted to refuse  the request in accordance with this constitution). 

If the association determines a member is entitled to a copy of the record, book or document, it must  be made available to the member within a reasonable time of the request. 

Subject to the Act and Regulations, the association can charge a reasonable fee for providing copies. 

Subject to the Act and Regulations, and other than the Register of Committee Members and  Disclosure of Interest Book, the association can refuse a request to inspect or get copies of the  books, records and documents of the association, or provide only limited access, if they contain 

confidential, personal, employment, commercial or legal matters, or if granting the request would  breach a law or may cause damage or harm to the association. 

 

  1. MEMBERSHIP DISCIPLINARY PROCEEDINGS 

33.1 Power to reprimand, suspend or expel

  • Subject to this clause – the Committee may reprimand, suspend, expel or accept the resignation of any Member if that Member, in the reasonable opinion of the Committee:
    • 33.1.1. has wilfully refused or neglected to comply with any of the provisions
       of this Constitution;
    • 33.1.2 is guilty of any conduct prejudicial to the interests of the Association; or
    • 33.1.3 is guilty of conduct which is unbecoming of a Member.

       

  • The Committee may refuse to deal with a complaint if it considers the complaint to be trivial or vexatious in nature.

33.2 Notification of conduct

  • The Association must promptly give written notice to a Member of:
    • 33.3.1 any complaint against the Member pursuant to clause 1.1 – 1.3;
    • 33.3.2 the substance and circumstances of the complaint (including the date of the conduct the subject of the complaint); and 
    • 33.3.3 the date, time and place of the hearing of the complaint, and the

hearing must take place within 30 days of the date of the alleged offence or the date on which the complaint is made, whichever is the latest.

33.3 Right of appearance at conduct meeting

  • The Member under investigation will be entitled to:
    • make submissions to the Committee in connection with the Complaint;
    • attend the meeting and make oral submissions for the purpose of answering the complaint; 
    • be in attendance at the meeting to hear any evidence of others in relation to the complaint; 
    • submit to the meeting written representations for the purpose of answering the complaint; and 
    • the Committee must make a decision based on any written, visual or oral evidence put before it. 

Suspension will be pending meeting outcome.

  • If a notice of complaint is issued to a Member pursuant to clause 11.3, the Committee may, by resolution, suspend that Member from all rights and privileges as a Member of the Association: 
    • until the complaint is heard and determined; or 
    • for 5 weeks, 

whichever is the earlier, and the must promptly notify the Member of the suspension.

33.4 Failure by Member to appear at conduct meeting

  • If the Member fails to attend the conduct meeting: 
    • the complaint may be heard and dealt with by the Committee; and 
    • the Committee may make a decision based on the evidence before it, having regard to any representations which may have been made to it in writing by the relevant Member.

33.5 Decision of the Committee

  • The Committee may, by resolution, expel the Member from the Association or suspend the Member from Membership of the Association if, after considering the complaint and any submissions made in connection with the complaint, it is satisfied that the facts alleged in the complaint have been proved and the expulsion or suspension is warranted in the circumstances. 
  • If the Committee expels or suspends a Member, the Secretary must, within 7 days after the action is taken, cause written notice to be given to the Member of the action taken, of the reasons given by the Committee for having taken that action and of the Member’s right of appeal under the clause

33.6 The expulsion or suspension does not take effect:

  • until the expiration of the period of 30 days following the Committee’s determination within which the Member is entitled to appeal against the resolution concerned; or 
  • if within that period the Member exercises the right of appeal, unless and until the Association confirms the resolution under clause 12, whichever is the latter.

33.7 Liabilities will remain

Any Member who has had their Membership terminated pursuant to this clause will:

  • remain liable for any unpaid Membership Fees or other amounts which are due and unpaid as at the date of termination; and 
  • not be entitled to any refund of any Membership Fees unless the Committee considers that there are circumstances warranting the payment of the unexpired portion of the Member’s Membership Fees from the date of termination.

33.8 Right of appeal of disciplined member

  • A Member may appeal to the Association in general meeting against a determination of the Committee under clause 7 by lodging with the Secretary a notice to that effect within the period specified in clause above
  • The notice may, but need not, be accompanied by a statement of the grounds on which the Member intends to rely for the purposes of the Appeal.
  • On receipt of a notice from a Member under the above mentioned sub clause, the Secretary must notify the Committee which is to
    • convene a general meeting of the Association to be held within 28 days after the date on which the Secretary received the notice. 
    • At a general meeting of the Association convened under sub clause 12.3: 
      • no business other than the question of the appeal is to be transacted; and
      • the Committee and the Member must be given the opportunity to state their respective cases orally or in writing, or both; and
      • the Members present are to vote by secret ballot on the question of whether the resolution should be confirmed or revoked.
  • The appeal is to be determined by a simple majority of votes cast by Members.
  1. RESOLUTION OF DISPUTES
  • A dispute between a Member and another Member (in their capacity as Members of the Association), or a dispute between a Member or Members and the Association, are to be referred to a Community Justice Centre for mediation under the Community Justice Centres Act 1983. 
  • If a dispute is not resolved by mediation within 3 months of the referral to a Community Justice Centre, the dispute is to be referred to arbitration. 
  • The Commercial Arbitration Act 1984 applies to any such dispute referred to arbitration.
  1. Funds 

The association’s funds can be from membership fees (if any), donations, grants, fundraising, interest,  and any other sources approved by the Committee. 

The funds of the association are to be used solely in pursuance of the objects of the association in the  manner that the Committee determines. 

The Committee may determine such procedures governing the management of the association’s  funds as it considers appropriate. 

Cheques (if used by the association), internet banking with two signatories or cash payments made from the association’s  funds, and all other financial transactions, must be authorised by two people (with three signatories) in such a manner as determined by the Committee from time to time. 

Financial records must be kept and stored in either electronic or hard copy for seven years after the  record was made (or such other periods as required by law). 

  1. COMMON SEAL 

The association does not have a common seal. 

  1. CHANGING THE CONSTITUTION 

Subject to the Act and Regulations, this constitution may be changed, added to, or replaced only by  special resolution of the association’s members at a general meeting. 

  1. WINDING UP THE ASSOCIATION 

The members may vote by special resolution at a general meeting to wind up the association or  voluntarily cancel its registration. 

If the association is wound up or voluntarily canceled, any surplus property must not be distributed to  the members or former members of the association.

The surplus property of an association is the property of the association remaining after satisfaction of the debts and liabilities of the association and the costs, charges and expenses of the winding up or voluntary cancellation of the association. 

Subject to the Act, the Regulations, any other applicable law and any court order, if the association is  wound up any  surplus assets of a not-for-profit association must not be distributed to any member or former member of the association. .

The distribution of surplus assets must be approved by NSW Fair Trading before distribution.

 

  1. NOTICES 

Members must give the association their address for notices, and any change in that address. The address for notices may include an email address. 

The Secretary must enter any change in the address of a member in the register of members in  accordance with rule 12. 

Notice may be given to a member by sending it to the address last given by the member. 

Notice may be given by members to the association or the Committee by sending the notice by post  to the registered address, or, if the Committee determines that it is appropriate in the circumstances,  by email to the email address of the association or the Secretary. 

In this constitution a period of notice of a meeting expressed in days: 

  • does not include the day on which notice is given; but 
  •  includes the day on which the meeting is held. 

Notices sent by post are taken to have been given on the fourth day after posting that is not a  Saturday, Sunday or public holiday at that address.

Notices sent by email are taken to have been given on the first day after sending that is not a  Saturday, Sunday or public holiday at that address. 

In this rule, ’member’ includes a committee member. 

_______________________________________________________________________APPENDICES

Appendix I – Conflict of Interest

APPENDIX 1 – Conflict of interest policy

 I.1. Purpose

The purpose of this policy is to help board members of Dive Industry Association of Australia to effectively identify, disclose and manage any actual, potential or perceived conflicts of interest in order to protect the integrity of the DIAA and manage risk.

 I.2. Objective

The DIAA board, committee of management or other governance structure as relevant (called the ‘board’ in this policy) aims to ensure that board members are aware of their obligation to disclose any conflicts of interest that they may have, and to comply with this policy to ensure they effectively manage those conflicts of interest as representatives of the DIAA.

 I.3. Scope

This policy applies to the board members of DIAA

I.4. Definition of conflicts of interests

A conflict of interest occurs when a person’s personal interests conflict with their responsibility to act in the best interests of the DIAA.

Personal interests include direct interests, as well as those of family, friends, or other organisations a person may be involved with or have an interest in (for example, as a shareholder).

It also includes a conflict between a board member’s duty to DIAA and another duty that the board member has (for example, to another DIAA). A conflict of interest may be actual, potential or perceived and may be financial or non-financial.

These situations present the risk that a person will make a decision based on, or affected by, these influences, rather than in the best interests of the DIAA.

Therefore these situations must be managed accordingly.

 I.5. Policy

This policy has been developed to address conflicts of interest affecting the DIAA

Conflicts of interest are common, and they do not need to present a problem to the DIAA as long as they are openly and effectively managed.

It is the policy of  the DIAA as well as a responsibility of the board, that ethical, legal, financial or other conflicts of interest be avoided and that any such conflicts (where they do arise) do not conflict with the obligations to the DIAA.

The DIAA will manage conflicts of interest by requiring board members to:

  •   avoid conflicts of interest where possible
  •   identify and disclose any conflicts of interest
  •   carefully manage any conflicts of interest, and
  •   follow this policy and respond to any breaches.

I.6. Responsibility of the board

The board is responsible for:

  •   establishing a system for identifying, disclosing and managing conflicts of interest across the DIAA
  •   monitoring compliance with this policy, and
  •   reviewing this policy on an annual basis to ensure that the policy is operating effectively.

The DIAA must ensure that its board members are aware of the governance standards, particularly governance standard 5, and that they disclose any actual or perceived material conflicts of interests as required by governance standard 5.

I.7. Identification and disclosure of conflicts of interest

Once an actual, potential or perceived conflict of interest is identified, it must be entered into the DIAA’s register of interests, as well as being raised with the board.

Where every other board member shares a conflict, the board should refer to ACNC Governance Standard 5 to ensure that proper disclosure occurs.

The register of interests must be maintained by the secretary- The register must record information related to a conflict of interest (including the nature and extent of the conflict of interest and any steps taken to address it).

I.8 Confidentiality of disclosures

This section should contain details of who will have access to the information disclosed, such as restricting access to certain board members and/or those who fulfill specific roles. It may also be necessary to provide for an alternative disclosure mechanism if additional restrictions on disclosure are required.

Action required to manage conflicts of interest

I.9. Conflicts of interest of board members

Once the conflict of interest has been appropriately disclosed, the board (excluding the board member who has made the disclosure, as well as any other conflicted board member) must decide whether or not those conflicted board members should:

  •   vote on the matter (this is a minimum),
  •   participate in any debate, or
  •   be present in the room during the debate and the voting.

In exceptional circumstances, such as where a conflict is very significant or likely to prevent a board member from regularly participating in discussions, it may be worth the board considering if it is appropriate for the person conflicted to resign from the board.

I.10. What should be considered when deciding what action to take

In deciding what approach to take, the board will consider:

  •   whether the conflict needs to be avoided or simply documented
  •   whether the conflict will realistically impair the disclosing person’s capacity to impartially participate in decision-making
  •   alternative options to avoid the conflict
  •   the DIAA’s objects and resources, and
  •   the possibility of creating an appearance of improper conduct that might impair confidence in, or the reputation of, the DIAA.

The approval of any action requires the agreement of at least a majority of the board (excluding any conflicted board member/s) who are present and voting at the meeting.

The action and result of the voting will be recorded in the minutes of the meeting and in the register of interests.

I.11. Compliance with this policy

If the board has a reason to believe that a person subject to the policy has failed to comply with it, it will investigate the circumstances.

If it is found that this person has failed to disclose a conflict of interest, the board may take action against them. This may include seeking to terminate their relationship with the DIAA.

If a person suspects that a board member has failed to disclose a conflict of interest, they must first instance, discuss with the person in question, notify the board, or the person responsible for maintaining the register of interests].

 Appendix II – example of the Conflict of Interest form

DIAA

 

 

 

Contacts
For questions about these policies, please send correspondence to the board via the Secretary: [email protected]

 

Incorporated under the Associations Incorporation Act 2009 and the Associations Incorporation Regulation 2022