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Constitution

Constitution of the Parking Association of Australia Inc

CONSTITUTION

1. Name of Association
The name of the Association is “PARKING ASSOCIATION OF AUSTRALIA
INCORPORATED (or Inc.)”.

2. Definitions
In these rules, unless the contrary intention appears –

“Committee meeting” means meeting referred to in rule 18(1);

“Committee member” means person referred to in paragraph (a), (b), (c), (d) or (e) of
rule 13(1);

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

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

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

“General meeting” means meeting convened under rule 19;

“ordinary member” means member of the Association who is engaged in practicing,
promoting and fostering the profession of parking administration but will not include any
person who provides good or services to the parking industry under an Australian
Business Number (ABN) or equivalent. An ordinary member may use the letters MPAA
after his or her name;

“associate member” means a designated representative of a corporate member;

“corporate member” means any organisation, association or corporation and other
entities or person that trades under an Australian Business Number (ABN) or equivalent,
or a foreign corporation, organisation or association, and who have subscribed to the
objectives of the Association and having agreed to abide by its objectives;

“fellow member” means member of the Association referred to in rule 6(3). A fellow
member may use the letters FPAA after his or her name;
“ordinary resolution” means resolution other than a special resolution;
Constitution of the Parking Association of Australia Inc 2

2. Definitions – (Continued)
“special resolution” has the meaning given by section 3 (1) of the Act;

“the Act” means the Associations Incorporation Act 1985;
“the Association” means the Association referred to in rule 1;

“parking administration” means the professional practice of improving and preserving
parking standards and facilities within Australia which may be undertaken by improving
and preserving the design, construction management and control of on-street and/or offstreet
parking facilities and the science and practice of developing, supplying and
maintaining parking control systems and equipment;

“the President” means:-
(a) in relation to the proceedings at a Committee meeting or general meeting, the person
presiding at the Committee meeting or general meeting in accordance with rule 14; or

(b) otherwise than in relation to the proceedings referred to in paragraph (a), the person
referred to in rule 13(1)(a) or, if that person is unable to perform his or her functions,
the Vice President;

“the Committee” means the Committee of Management of the Association referred to in
rule 13(1);

“the Secretary” means the Secretary referred to in rule 13(1)(c);

“the Treasurer” means the Treasurer referred to in rule 13(1)(d);

“the Vice-President” means the Vice-President referred to in rule 13(1)(b).

3. Objects of Association
(1) The objects of the Association are:-
• to promote, foster and further the profession of parking administration in
Australia;

• to conduct meetings of members of the Association and promote, initiate and
encourage discussion concerning parking standards and the provision of parking
facilities;

• to promote and foster the exchange of knowledge in designing, constructing,
controlling and managing on-street and off-street parking facilities and the
development, supply and maintenance of parking control systems and equipment
in Australia in particular and overseas generally;

• to arrange and provide for or join in arranging and providing for the holding of
conventions, conferences and seminars which may include exhibitions of parking
equipment in the furtherance of the objects of the Association or any of them;

• to co-operate and encourage good will with Associations and groups concerning
the development of parking standards and facilities; and
Constitution of the Parking Association of Australia Inc 3

• to collect, compile, and make available to members data and information
affecting parking and to print, publish, issue and circulate such papers,
periodicals, books, circulars and other literary or artistic matter as may seem
conducive to any of these objects;

• to promote research and investigation with respect to parking and administration;

• to promote or engage in education on parking either by additions to existing
courses conducted by Universities, Colleges or any other approved institution
within Australia or outside Australia and to undertake the development of parking
degree/diploma courses through a University, College or other suitable tertiary
education establishment with the Association as a principal or minority sponsor
for the course;

• to be the accrediting body for parking administration education in Australia; and

• to watch over any proposed legislation or Government action affecting parking
administration, and to promote such legislation in the interests of those involved
in parking administration, and to combat and oppose such legislation or action as
may be found to be contrary to the interests of those involved in parking
administration.

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

4. Powers of the Association
The Association shall have the powers conferred on the Association by Section 25 of the
Act.

5. Qualifications for membership of Association
(1) Membership of the Association is open to any person, organisation, association,
corporation or other entity coming within the meaning of any of the following:-

• Ordinary Member
• Associate Member
• Corporate Member; and
• Fellow Member

(2) An application for membership shall be:-

(a) made to the Committee in writing:-
signed by the applicant and by both of the members referred to in paragraph (b) in
such form as the Committee from time to time directs; and be accompanied by such
sum, if any, as may be decided at the Annual General Meeting each year to be a
nomination fee; and

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

(3) All Committee members shall consider each application made under subrule (2) at a
Committee meeting and shall at the Committee meeting or a subsequent Committee
meeting accept or reject that application.

6. Fellow Member
(1) At any Annual General Meeting of the Association life membership may be awarded
to an ordinary member in recognition of outstanding service to the Association
PROVIDED THAT not more than two (2) life memberships shall be awarded in any
one year.

(2) Any member may nominate an ordinary member for life membership by giving written
notice of such nomination to the Secretary of the Association at least two (2) months
prior to the Annual General Meeting.

(3) An ordinary member awarded life membership will be given the status of a Fellow of
the Association.

7. Corporate Member
(1) Corporate members must identify a representative who has the right to vote and who
will be the Corporate member’s main contact with the Association. Only this
designated representative shall have the right to vote at meetings of the Association
in accordance with Rule 22;

(2) Corporate members may nominate additional designated representatives, who need
not reside in the same State or country and will be classified as Associate members.
However a maximum of one additional designated Associated member who shall not
have the right to vote, will have the right to stand for office and vote in that office;

(3) An annual discounted subscription fee for additional designated Associate members
is to be fixed from time to time;

(4) A person cannot be an ordinary member if that person is an employee of a corporate
member.

8. Register of Members of Association
(1) The Secretary shall on behalf of the Association keep and maintain the register of
members and that register shall be so kept and maintained at his or her place of
residence.

(2) The Secretary shall cause the name of a person who dies or who ceases to be a
member under rule 10(3), 11(1) or 12 to be deleted from the register of members
referred to in subrule (1).

9. Certificates of Membership
(1) The Committee shall have power to authorise and supply for use, and to vary from
time to time, as may be thought fit, such certificates of membership on the payment
of such fee as they may determine from time to time, and to make rules relating
thereto to be observed by the persons to whom the same are issued.

(2) A certificate of membership shall remain the property of the Association and shall be
returned by the holder of the certificate on demand by the Secretary, with the
authority of the committee and if any person neglects or refuses to deliver up such
certificate, legal proceedings may be taken up by the Association for recovery of the
certificate.
(3) No member shall, without the consent in writing of the Association, make or cause to
be made by any means whatever a copy or replica of a certificate. Any copy or
replica made with such consent shall be the property of the Association.

(4) If a certificate is defaced, lost or destroyed it may be replaced by the Association on
payment of such fee and on such terms and subject to such evidence of defacement,
loss or destruction as the Committee thinks fit.

10. Subscription of Members of Association
(1) The members shall from time to time at a General meeting determine the amount of
the subscription to be paid by each member.

(2) Each member shall pay to the Treasurer, annually on or before 1 July or such other
date as the Committee from time to time determines, the amount of the subscription
determined under subrule (1).

(3) Subject to subrule (4), a member whose subscription is not paid within 3 months after
the relevant date fixed by or under subrule (2) ceases on the expiry of that period to
be a member, unless the Committee decides otherwise.

(4) A member is a financial member for the purposes of these rules if his or her
subscription is paid on or before the relevant date fixed by or under subrule (2) or
within 3 months thereafter.

11. Resignation of Members of Association
(1) A member who delivers notice in writing of his, her or its resignation from the
Association to the Secretary or another Committee member ceases on that delivery
to be a member.

(2) A member who ceases to be a member under subrule (1) remains liable to pay to the
Association the amount of any subscription due and payable to the Association but
unpaid at the date of that cessation.

12. Expulsion of Members of Association
(1) If the Committee considers that a member should be expelled from membership of
the Association because of his, her or its conduct detrimental to the interests of the
Association, the Committee shall communicate, either orally or in writing, to the
member: -

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

(b) particulars of that conduct, not less than 30 days before the date of the
Committee meeting referred to in paragraph (a).

(2) At the Committee meeting referred to in a notice communicated under subrule (1),
the Committee may, having afforded the member concerned, a reasonable
opportunity to be heard by, or to make representations in writing to the Committee,
expel or decline to expel that member from membership of the Association and shall,
forthwith after deciding whether or not so to expel that member, communicate that
decision in writing to that member.

(3) Subject to subrule (5), a member who is expelled under subrule (2) from membership
of the Association ceases to be a member 14 days after the day on which the
decision so to expel is communicated to the member under subrule (2).

(4) A member who is expelled under subrule (2) from membership of the Association
shall, if he, she or it wishes to appeal against that expulsion, give notice to the
Secretary of his, her or its intention to do so within the period of 14 days referred to
in subrule (3).

(5) When notice is given under subrule (4):-
(a) the Association in a general meeting may, after having afforded the member who
gave that notice a reasonable opportunity to be heard by, or to make
representations in writing to, the Association in the general meeting, confirm or
set aside the decision of the Committee to expel that member; and
(b) the member who gave that notice does not cease to be a member unless and
until the decision of the Committee to expel is confirmed under this subrule.

13. Committee of Management
(1) The affairs of the Association shall be managed exclusively by a Committee of
Management consisting of:-
• a President;
• a Vice President;
• a Secretary;
• a Treasurer; and
• not more than (7) seven other persons;
all of whom shall be either ordinary members, fellow members or representatives of
corporate members of the Association elected to membership of that Committee at
an annual general meeting or appointed under subrule (9).

(2)
(a) One half of the Association Committee positions be declared vacant at each
Association Convention or every two years, whichever occurs earliest;

(b) The positions to be declared vacant will be those occupied by Committee
members who have served longest on the Committee; and

(c) The President, Vice-President, Secretary and Treasurer of the Association be
elected for a period of two years coinciding with the proposed two year
Committee cycle and that these positions be declared vacant at the end of each
two year Committee cycle.

(3) The Committee Members to retire shall be the Committee Members who have been
longest in office. As between any two or more Committee Members who have been
in office an equal length of time the Committee Members to retire shall be in default
of agreement between them be selected from among them by lot. The length of time
a Committee Member has been in office shall be computed from his or her last
election of appointment where he or she has previously vacated office and been reelected.
A retiring Committee Member shall be eligible for re-election.

(4) Subject to subrule (5), a person is not eligible for election to membership of the
Committee unless a member has nominated him or her for election by delivering
notice in writing of that nomination, signed by:-
(a) the nominator; and
(b) the nominee to signify his or her willingness to stand for election, to the Secretary
not less than 28 days before the day on which the annual general meeting
concerned is to be held.

(5) Subrules (4) and (7) do not apply to or in relation to a person who is eligible for reelection
under subrule (2) or (3).
Constitution of the Parking Association of Australia Inc 8

(6) A person who is eligible for election or re-election under this rule may at the annual
general meeting concerned:-
(a) propose or second himself or herself for election or re-election; and
(b) vote for himself or herself.

(7) The Secretary shall ensure that notice of all persons seeking election to membership
of the committee is given to all members when notice is given to those members of
the calling of the annual general meeting at which that election is to be held.

(8) If the number of persons nominated for election to membership of the Committee
does not exceed the number of vacancies in that membership to be filled: -
(a) the Secretary shall report accordingly to; and
(b) the President shall declare those persons to be duly elected as members of the
Committee at the annual general meeting concerned.

(9) When a casual vacancy within the meaning of rule 17 occurs in the membership of
the Committee:-
(a) the Committee may appoint a member to fill that vacancy; and
(b) a member appointed under this subrule shall:-
(i) hold office until the commencement of; and
(ii) be eligible for election to membership of the Committee at the next following
annual general meeting.

14. President
(1) Subject to this rule, the President shall preside at all general meetings and
Committee meetings.
(2) In the event of the absence from:-
(a) a general meeting of:-
(i) the President, the Vice-President; or
(ii) both the President and the Vice-President, an Acting President who shall be
a member elected by the other members present at the general meeting; or
(b) a Committee meeting of: -
(i) the President, the Vice-President; or
(ii) both the President and the Vice-President, an Acting President who shall be
a Committee member elected by the other Committee members present,
shall preside at the general meeting or Committee meeting, as the case
requires.

15. Secretary
The Secretary shall:-
(a) co-ordinate the correspondence of the Association;
(b) keep full and correct minutes of the proceedings of the Committee and of the
Association;
(c) comply on behalf of the Association with:-
(i) maintaining the register of members of the Association;
(ii) the rules of the Association; and
(iii) maintaining the record of the office holders, and any trustees, of the
Association;
(d) have custody of all books, documents, records and registers of the Association,
including those referred to in paragraph (c), other than those required by rule 16
to be kept and maintained by, or in the custody of, the Treasurer; and
(e) perform such other duties as are imposed by these rules on the Secretary.

16. Treasurer
The Treasurer shall:-
(a) be responsible for the receipt of all moneys paid to or received by, or by him or
her on behalf of, the Association and shall issue receipts for those moneys in the
name of the Association;
(b) pay all moneys referred to in paragraph (a) into such account or accounts of the
Association as the Committee may from time to time direct;
(c) make payments from the funds of the Association with the authority of a general
meeting or of the Committee and in so doing ensure that all cheques are signed
by 2 Committee members;
(d) comply on behalf of the Association with section 39c of the Act in respect of the
accounting records of the Association;
(e) whenever directed to do so by the President, submit to the Committee a report,
balance sheet or financial statement in accordance with that direction;
(f) have custody of all securities, books and documents of a financial nature and
accounting records of the Association, including those referred to in paragraphs
(d) and (e); and
(g) perform such other duties as are imposed by these rules on the Treasurer.

17. Casual Vacancies in the Membership of Committee
A casual vacancy occurs in the office of a Committee member and that office becomes
vacant if the Committee member:-
(a) dies;
(b) resigns by notice in writing delivered to the President or, if the Committee
member is the President, to the Vice-President;
(c) is convicted of an offence under the Act;
(d) is permanently incapacitated by mental or physical ill-health;
(e) is absent from more than:-
(i) 3 consecutive Committee meetings; or
(ii) 3 Committee meetings in the same financial year, of which he or she has
received notice without tendering an apology to the person presiding at each
of those Committee meetings; or
(f) ceases to be a member of the Association.

18. Proceedings of Committee

(1) The Committee shall meet together for the dispatch of business at such times as the
Committee may from time to time decide and the President may at any time convene
a meeting of the Committee provided always that the Committee shall meet at least
once in every year.

(2) Each Committee member has a deliberate vote.

(3) A question arising at a Committee meeting shall be decided by a majority of votes,
but, if there is an equality of votes, the person presiding at the Committee meeting
shall have a casting vote in addition to his or her deliberative vote.

(4) At a Committee meeting five (5) Committee members constitute a quorum.

(5) Subject to these rules, the procedure and order of business to be followed at a
Committee meeting, shall be determined by the committee members present at the
Committee meeting.

(6) A Committee member having any direct or indirect pecuniary interest referred to in
section 31 or 32 of the Act shall comply with that selection.

19. General Meetings

(1) The Committee:-
(a) may at any time convene a special general meeting;
(b) shall convene annual general meetings within the time limits provided for the
holding of annual general meetings by section 39 of the Act; and
(c) shall, within 30 days of:-
(i) receiving a request in writing to do so from not less than 5 ordinary, corporate
or fellow members, convene a special general meeting for the purpose
specified in that request; or
(ii) the Secretary receiving a notice under rule 12(4), convene a special general
meeting for the purpose of dealing with the appeal to which that notice
relates.

(2) The members making a request referred to in subrule (1)(c)(i) shall:-
(a) state in that request the purpose for which the special general meeting
concerned is required; and
(b) sign that request.

(3) If a special general meeting is not convened within the relevant period of 30 days
referred to:-
(a) in subrule (1)(c)(i), the members who made the request concerned may
themselves convene a special general meeting as if they were the Committee; or
(b) in subrule (1)(c)(i), the member who gave the notice concerned may himself
convene a special general meeting as if he or she were the Committee.

(4) When a special general meeting is convened under subrule (3)(a) or (b):-
(a) the Committee shall ensure that the members or member convening the special
general meeting are supplied free of charge with particulars of all members; and
(b) the Association shall pay the reasonable expenses of convening and holding the
special general meeting.

(5) Subject to subrule (8), the Secretary shall give to all members not less than 14 days
notice of a general meeting and of any motions to be moved at the general meeting.

(6) A notice given under subrule (5) shall specify:-
(a) when and where the general meeting concerned is to be held; and
(b) particulars of the business to be transacted at the general meeting concerned
and of the order in which that business is to be transacted.

(7) In the case of an annual general meeting, the order in which business is to be
transacted is:-
(a) first, the consideration of the accounts and reports of the Committee;
(b) second, the election of Committee members to replace outgoing Committee
members; and
(c) third, any other business requiring consideration by the Association in a general
meeting.

(8) The Secretary shall give to all members not less than 21 days notice of a general
meeting at which a special resolution is to be proposed and of any other motions to
be moved at that general meeting.
Constitution of the Parking Association of Australia Inc 13

(9) The Secretary may give a notice under subrule (5) or (8) by:-
(a) serving it on a member personally; or
(b) sending it by post to a member at the address of the member appearing in the
register of members.

(10)When a notice is sent by post under subrule (9)(b), sending of the notice shall be
deemed to be properly effected if the notice is sufficiently addressed and posted to
the member concerned by ordinary prepaid mail.

20. Quorum in Proceedings at General Meetings
(1) At a general meeting twelve (12) members present in person or by proxy constitute a
quorum.

(2) If within 30 minutes after the time specified for the holding of a general meeting in a
notice given under rule 19(5) or (8):-
(a) as a result of a request or notice referred to in rule 19(1)(c) or as a result of action
taken under rule 19(3) a quorum is not present, the general meeting lapses; or
(b) otherwise than as a result of a request, notice or action referred to in paragraph
(a), the general meeting stands adjourned to the same time on the same day in
the following week and to the same venue.

(3) If, within 30 minutes of the time appointed by subrule (2)(b), for the resumption of an
adjourned general meeting a quorum is not present, the members who are present in
person or by proxy may nevertheless proceed with the business of that general
meeting as if a quorum were present.

(4) The President may, with the consent of the general meeting at which a quorum is
present, and shall, if so directed by such a general meeting, adjourn that general
meeting from time to time and from place to place.

(5) There shall not be transacted at an adjourned general meeting any business other
than business left unfinished or on the agenda at the time when the general meeting
was adjourned.

(6) When a general meeting is adjourned for a period of 30 days or more, the Secretary
shall give notice under rule 19 of the adjourned general meeting as if that general
meeting were a fresh general meeting.

(7) At a general meeting:-
(a) an ordinary resolution put to the vote shall be decided by a majority of votes cast
on a show of hands; and
(b) a special resolution put to the vote shall be decided in accordance with section 3
of the Act.

(8) A declaration by the President at a general meeting that a resolution has been
passed as an ordinary resolution thereat shall be evidence of that fact unless, during
the general meeting at which the resolution is submitted, a poll is demanded in
accordance with subrule (9).

(9) At a general meeting, a poll may be demanded by the President at the general
meeting or by 3 or more members present in person or by proxy and, if so
demanded, shall be taken in such a manner as the President directs.

(10)If a poll is demanded and taken under subrule (9) in respect of an ordinary
resolution, a declaration by the President of the result of the poll is evidence of the
matter so declared.

(11)A poll demanded under subrule (9) on the election of a person to preside over a
general meeting or on the question of an adjournment shall be taken forthwith on
that demand being made.

21. Minutes of meetings of Association
(1) The Secretary shall cause proper minutes of all proceedings of all general meetings
and Committee meetings to be taken and then to be entered within 30 days after the
holding of each general meeting or Committee meeting, as the case requires, in a
minute book kept for that purpose.

(2) The President shall ensure that the minutes taken of a general meeting or Committee
meeting under subrule (1), are checked and signed as correct by the President of the
general meeting or Committee meeting; to which those minutes relate or of the next
succeeding general meeting or Committee meeting, as the case requires.

(3) When minutes have been entered and signed as correct under this rule, they shall,
until the contrary is proved, be evidence that:-
(a) the general meeting or Committee meeting to which they relate (in this subrule
called “the meeting”) was duly convened and held;
(b) all proceedings recorded as having taken place at the meeting did in fact take
place thereat; and
(c) all appointments or elections purporting to have been made at the meeting have
been validly made.

22. Voting Rights of Members of Association
(1) Subject to these rules, each ordinary member, corporate member and fellow member
present in person or by proxy at a general meeting is entitled to a deliberative vote.

(2) A corporate member may appoint in writing a natural person, whether or not he or
she is a member, to represent it at a particular general meeting or at all general
meetings.

(3) An appointment made under subrule (2) shall be so made by a resolution of the
board or other governing body of the corporate member concerned:-
(a) which resolution is authenticated under the common seal of that corporate
member; and
(b) a copy of which resolution is located with the Secretary.

(4) A person appointed under subrule (2) to represent a member which is a corporate
member shall be deemed for all purposes to be a member until that appointment is
revoked by the corpo