RULES OF AN ASSOCIATION]

RULES OF ASSOCIATION NA TAKUU

The model rules, if any, for associations prescribed by the Associations Incorporation Act are hereby excluded.

1. DEFINITIONS

In these Rules unless inconsistent with the context or subject matter:

(a) "Annual Meeting" means an annual general meeting of the Association;

(b) "Association" means the "ASSOCIATION NA TAKUU".;

(c) "Committee" means a quorum of the Committee for the time being of the Association appointed pursuant to Rule 25 of these Rules and present at a duly constituted meeting of the Committee;

(d) "General Meeting" shall include Annual Meeting and extra-ordinary general meeting;

(e) "Member" means a member for the time being of the Association;

"Month" means a calendar month;
"President " means the President of the Association or in case of his absence or illness the acting President;
"Secretary" means the Secretary of the Association or in case of his absence or illness the acting Secretary;

(g) "Treasurer" means the Treasurer of the Association or in case of his absence or illness the acting Treasurer;

(h) Words importing the singular number include the plural and vice versa and words importing one gender shall include all other genders;

(i) "Writing" means written or printed or type-written or partly written or printed or typewritten;

(j) headings and marginal notes are for reference purposes only.

2. NAME

The name of the Association is "ASSOCIATION NA TAKUU".

3. OBJECTIVES

The objectives for which the Association is formed are:

(a). To promote and foster unity and interaction among members of ASSOCIATION NA TAKUU;

(b). To promote and foster unity and interaction between members of ASSOCIATION NA TAKUU and the people on Takuu (Mortlock Islands);

©. To preserve Takuu culture and traditions;

(d). To promote awareness of and to address issues relating to global warming affecting Takuu;

(e). To raise funds to support the objectives and activities of the association;

(f). To promote a forum to address political social, economic and religious issues;

(g). To promote and encourage sustainable living;

(h). To develop a dialogue and to work closely with Takuu leaders and Matuas and the political leadership at every level of government;

(i). To promote unity and interaction between the people of Takuu, Nukumanu, Nuguria, Peilau, Luaniua and Sekeiana.

4. POWERS

In addition to any others powers conferred by law, the Association shall have the following powers:

(a) To purchase take on lease or in exchange hire or otherwise acquire and maintain any real or personal property and any rights and privileges in relation thereto;

(b) To sell exchange lease mortgage hire dispose of or turn to account or otherwise deal with all or any part of the real and personal property of the Association;

(c) To borrow raise or secure the payment of money in such manner as the Association thinks fit with power to issue debentures grant mortgages charges or any other class of security upon or charging all or any of the properties real or personal howsoever or wheresoever situate and both present and future of the Association and to redeem or pay off any existing or future security;

(d) To invest and deal with the monies of the Association not immediately required for the purpose of the Association in such manner as may from time to time be determined by the Committee;

(e) To amalgamate co-operate affiliate and enter into reciprocal arrangements with any other Association having objects wholly or in part similar to those of the Association;

(f) To appoint employ and pay officers and servants and to dismiss or suspend any officer or servant;

(g) To do all such other things as are incidental or conducive to the attainment of its objects.

5. INCOME AND PROPERTY

(a) The funds of the Association are to be derived from subscriptions paid by members of the Association, from the raising of such monies as the Association may be empowered to raise and from any other source as may be from time to time approved by the Association.

(b) The income and property of the Association however derived shall be applied solely towards the promotion of the objects of the Association and no portion thereof shall be paid or transferred directly or indirectly as a dividend or otherwise howsoever by way of profit to the Members provided that remuneration may be paid in good faith to officers and servants of the Association and other persons for goods supplied or services actually rendered to the Association and further the Committee in its absolute discretion may make ex gratia payments for the purposes of the Association and such payments shall not be construed as being by way of a distribution of profits.

6. REGISTERED OFFICE

(a) The office of the Association shall be located at Papua New Guinea (the "Office") or such other place as the Committee may from time to time resolve.

(b) Notices to be served on the Association may be served by:

(i) leaving such notices addressed to the Association at the Office, or

(ii) forwarding such notices addressed to the Association by prepaid registered mail to Papua New Guinea.

7. MEMBERSHIP

The Association shall consist of the following classes of Members:

(a) Full Members

Full Members shall be entitled to the full rights and privileges of membership of the Association including the right to attend and vote at any General Meeting of the Association;

(b) Honorary Members

Honorary Membership may be conferred at the discretion of the Committee upon any person whom the Committee considers to be worthy and Honorary Members shall be accorded all the privileges of a Full Member except the right to attend General Meetings of the Association and vote thereat. Honorary Membership shall expire three (3) months from the date of the Committee resolution granting such Membership or at such earlier time as the Committee in its sole discretion may resolve at the time of granting such Membership.

8. APPLICATION FOR MEMBERSHIP

(a) Application for admission to membership of the Association (the "Application") shall be:

(i) in writing addressed to the Secretary in such form as may be prescribed by the Committee from time to time;

(ii) accompanied by such payment in favour of the Association as is prescribed by the Committee from time to time as the subscription for the class of Membership to which admission is sought; and

(iii) delivered to the Association in accordance with the Rules for delivery of notices to the Association prescribed by these Rules.

(b) Upon receipt of the Application the Secretary shall:

(i) forward acknowledgement of receipt of same to the person named as applicant therein and;

(ii) if reasonably possible, prior to the next held meeting of the Committee forward notice of the Application to all paid-up Members and request Members objections to the Application, but forward such notice within a reasonable time in any event.

(i) consider the Applications together with relevant objections of Members as have been received by the Association but not at the time of meeting been considered;

(ii) resolve either to accept or reject each Application.

(d) The Secretary shall maintain a Register of Members and shall notify each applicant of the Committee decision on that applicant's Application and record the name of each successful applicant in the Register of Members.

(e) The Committee may:

(i) grant an applicant Honorary Membership pending a resolution by the Committee to reject or accept that applicant's Application;

(ii) require an applicant for membership to attend before it and provide such further information or to produce documents as the Committee sees fit prior to resolving on a relevant Application.

(f) The Secretary shall provide every successful applicant with a copy of the Rules of the Association and any by-laws made thereunder.

9. RIGHTS OF MEMBERSHIP MAY NOT BE TRANSFERRED

A Member may not transfer the rights and privileges of membership of the Association.

10. RESIGNATION

Any Member who has paid all moneys due or payable to the Association may resign from the Association upon first giving one month's notice in writing to the Secretary of his or her intention in that behalf and upon the expiration of such notice such Member shall cease to be a Member. Any cessation of membership of the Association shall take effect without prejudice to any prior act omission matter or thing.

11. FAILURE TO TAKE UP ELECTION

No applicant shall be entitled to exercise any of the privileges of a Member unless and until he or she shall have paid all fees and subscriptions payable by him on his admission and if such payments are not made within two (2) weeks of the admission, the Committee may declare the admission void but the applicant shall nevertheless remain liable for the payment of and be sued for all such moneys.

12. MEMBERSHIP REGISTER

The Secretary shall keep and maintain a register of Members in which shall be entered the full names and date of admission of every Member and the class of Membership to which that Member belongs and further the Secretary shall also keep and maintain a record of the financial status of such Members.

13. GENERAL MEETING

(a) The Annual Meeting of the Association shall be held between the First day of December and the Thirtieth day of December in each year on such date as the Committee may determine each year.

(b) The Secretary shall whenever required by a Manager or the Committee or by written requisition of not less than thirty per centum (30%) of Members of the Association stating the objects for which the meeting is desired, convene an extraordinary general meeting of Members. Such meeting shall be convened not less than fourteen (14) days or more than one (1) month after receipt by the Secretary/Treasurer of such request and if in a case of requisition by Members as aforesaid the meeting shall not be convened within the time aforesaid, the requisitioners may by a resolution, appoint one of their number to convene such meeting.

14. PLACE OF MEETING

Every General Meeting shall be held at a location determined by the Committee as being convenient to the Members.

15. NOTICE OF MEETING

Fourteen (14) days' notice in writing of every General Meeting shall be forwarded to every Full Member at his address appearing in the Register of Members by prepaid post or by delivery of notice to the place of employment of Full Members stating the time of the meeting and the nature of the business transacted. No business other than that set out in the notice convening the meeting shall be transacted at any General Meeting. Any Member desiring to bring forward any business may give notice thereof in writing to the Secretary who thereupon shall include same in the notice calling the next General Meeting to be called after receipt of such notice from a Member.

16. QUORUM AND GENERAL MEETINGS

At all General Meetings twenty per centum (20%) of the Full Members shall constitute a quorum. If within thirty (30) minutes from the time appointed for the meeting a quorum is not present, the meeting if convened upon the requisition of members shall be dissolved. In any other case, the meeting shall stand adjourned to the same day in the next week and the same time and place and at such adjourned meeting those present shall form a quorum for all purposes.

17. CHAIRMAN AT MEETING

The President and in his absence the Secretary or in the absence of both the Treasurer shall preside as Chairman at every General Meeting of the Association. In the absence of the President, Secretary and Treasurer those present shall elect one of their numbers to be Chairman.

18. ADJOURNMENT

The Chairman may, with the consent of the General Meeting, adjourn any meeting from time to time, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting at which the adjournment took place.

19. VOTING

(a) Subject to the next succeeding sub-clause, resolutions shall be carried by a majority of the Members present either in person or by duly authorised representative at any General Meeting. In the case of equality of votes, the Chairman shall have a second or casting vote.

(b) A Member may vote by way of postal vote on any matter at a General Meeting provided that such vote is received by the Secretary twenty-four (24) hours before the commencement of that meeting.

20. POLL

At any General Meeting a declaration by the Chairman that a resolution has been carried and an entry to that effect in the minute book of the proceedings of the Association shall be conclusive evidence of the fact without proof of the number or proportion of all votes recorded in favour of or against such resolution provided that any three Members may by standing call for a poll which shall thereupon be taken without further debate.

21. PROXIES

Subject to Rule 22 every Full Member shall be by notice in writing entitled to one vote at every General Meeting and may appoint any other Member to vote on his behalf by proxy which shall be deposited with the Secretary at least twenty four (24) hours before the time of the meeting in respect of which the proxy is appointed.

22. VOTING WHEN SUBSCRIPTION IN AREARS

No Member shall be entitled to vote at any meeting or on any poll unless all monies due from him to the Association shall have been paid (other than sums due for subscriptions for the current year).

23. ORDER OF BUSINESS

The following shall be the order of business at every Annual Meeting:

(a) Confirmation of the minutes of the last Annual Meeting and of any General Meeting or meetings held since the preceding Annual Meeting;

(b) Receipt of the annual balance sheet profit and loss and accompanying accounts and reports of the committee and the auditor and the adoption of the same or otherwise;

(d) The appointment of an auditor (who shall be a qualified accountant); and

(e) General business.

24. MINUTES

Minutes of the proceedings at every General Meeting (whether Annual or not) shall be entered and kept in a minute book and such minutes when so signed shall be conclusive evidence that the proceedings minuted therein were regular and actually took place as minuted at a meeting duly convened and held and shall be binding on all Members of the Association except as to any irregular proceedings declared and annulled at a General Meeting called for that purpose and held within three (3) months after the irregular proceedings.

25. COMMITTEE

(a) The Committee of the Association shall consist of the President, Secretary, Treasurer and either one (1) or two (2) ordinary Members. Unless otherwise resolved by the Association membership of the Committee shall not exceed five (5) members.

(b) Each Committee Member shall retire at the conclusion of the Annual Meeting unless that Members appointment to office is renewed. Elections for the Committee shall be held at the Annual General Meeting.

(d) A retiring Committeeman shall be eligible for re-election or for election to another office and shall hold office until his successor is elected.

26. ELECTION OF COMMITTEE

(a) A Member wishing to nominate for Committee membership shall forward a nomination in writing and signed by two members nominating an office on the Committee for which the Member wishes to be a candidate to be received by the Secretary at least seven (7) clear days before the Annual General Meeting.

(b) The Secretary shall post all nominations on the Association's Notice Board at least seven (7) days before the General Meeting.

(c) The election of the members of the Committee shall be by ballot and the Members so elected shall hold office from the conclusion of the meeting at which they were appointed or their appointment was renewed.

(d) In the event of candidates for Committee membership receiving an equal number of votes, the Chairman shall have an additional or casting vote.

27. DUTIES OF OFFICE BEARERS

(a) President

The President shall preside over all meetings and he shall be an ex officio member of any sub-committees established by the committee. The President shall certify the correctness of minutes of meetings and with the Secretary and Treasurer shall draw and sign all cheques, drafts, bills of exchange, promissory notes and other documents for and on behalf of the Association unless otherwise resolved by the Association.

(b) Secretary

(i) The Secretary shall assist the President and shall carry out the duties of the President during the Presidents absence.

(ii) The Secretary shall be responsible for the compilation and safekeeping of minutes of all meetings, the maintenance of a Register of all Members of the Association and of the officials and Committee members.

(iii) The Secretary shall attend to all general correspondence and shall have the custody of all books, documents and securities of the Association.

The Treasurer shall be responsible for the banking and accounting for Association funds. He shall supervise and maintain the keeping of full and proper accounts of the Association and he shall arrange for the same to be audited and presented to the Annual General Meeting.

28. MANAGEMENT

The business of the Association shall be managed by the Committee who may exercise all powers of the Association as are not by these Rules required to be exercised by the Association in General Meeting subject nevertheless to these Rules.

29. POWERS OF THE COMMITTEE

Without prejudice to the powers conferred by the last preceding Rule, the Committee shall have power to do any one or more of the following things:

(a) To determine from time to time the conditions on which and times when Members may use the property of the Association or any part or parts thereof and when and under what conditions the premises of the Association or any part or parts thereof shall be used by Members;

(b) To appoint officials or servants of the Association and to remove them as occasion may require at their discretion;

(c) To delegate (subject to such conditions as it thinks fit) any of its powers to sub-committees consisting of such members of the Committee and other Members of the Association co-opted for that purpose as it may determine and to make such regulations as to the proceedings of such subcommittee as may be thought desirable;

(d) to regulate and control Committee meetings and the transaction of business thereat;

(e) to pay to any servant of the Association any gratuity for faithful and diligent service as it seems fit;

(f) to elect or vote on the election of Full Members and Honorary Members;

(g) to appoint from time to time any two or more Members of the Association (at least one of whom shall be a member of the Committee) to be a sub-committee for any particular purpose and to revoke their appointment;

(h) subject to these Rules, to draw, make, accept, endorse and issue negotiable securities or instruments of whatsoever kind or nature and to determine by what officers of the Association such negotiable securities or instruments shall be signed or endorsed.

(i) to borrow or raise financial accommodation with or without giving security and to sell and dispose of the assets of the Association.

30. VACANCY ON THE COMMITTEE

The Committee may act notwithstanding any vacancy in their body.

31. DUTY OF COMMITTEE

It shall be the duty of the Committee to manage and conduct the affairs of the Association.

32. VACATION OF OFFICE

The office of President, Secretary, Treasurer or ordinary member shall be vacated if the office holder:

(a) shall cease to be a Member of the Association, or

(b) shall hold any office of profit from the Association, or

(c) shall become insolvent or assign his estate pursuant to any Act or Regulation relating to insolvency for the time being in force in Papua New Guinea, or

(d) shall fail to attend three (3) consecutive meetings of the Committee.

33. CASUAL VACANCIES

Any Member may be appointed by the Committee to fill any casual vacancy occurring in the Committee provided that any person so appointed shall hold office only until the expiration of the term of office resolved by the Annual Meeting for the holder whose office has become vacant. The appointee to any casual vacancy shall be deemed to have held office since the Annual Meeting at which the Committee member ("Committeeman") whose place he has taken was elected.

34. REMOVAL OF COMMITTEEMAN

The Association in General Meeting may by resolution remove any Committeeman before the expiration of his period of office and appoint another person in his stead. The person appointed shall for all purposes be treated as if he were appointed to a casual vacancy under the preceding Rule.

35. MEETINGS OF COMMITTEE

(a) The Committee shall meet together for the dispatch of business as often as the President or in his absence the Secretary shall deem necessary but no less than once in every month. At least three (3) days' notice shall be given to each Committeeman and the Committee may adjourn and otherwise regulate its meetings as it thinks fit.

(b) A quorum of members of the Committee shall be three (3) members present throughout the relevant meeting.

(c) At every meeting of the Committee the President and in his absence the Secretary shall preside and in the absence of both the President and the Secretary the Members present shall choose one of their number to be Chairman of such meeting.

(d) Questions arising at any meetings of the Committee shall be decided by a majority of votes and in the case of any equality of votes, the Chairman shall have a second or casting vote.

36. VALIDATION OF ACT OF COMMITTEE

All acts done at any meeting of the Committee shall (notwithstanding that it is afterwards discovered there was some defect in the appointment of the Committee or any member thereof or that any member was disqualified), be as valid as if every such member had been properly appointed and was qualified to act as a Committeeman.

37. MINUTES

The Committee shall cause to be kept a minute book showing the resolutions proposed and passed and all other proceedings at Committee meetings.

38. AUDIT

At least once in each year the accounts of the Association shall be examined by the Auditor appointed under these Rules who shall also certify to the correctness of the balance sheet, profit and loss account and accompanying accounts and schedules to be submitted to the Annual General Meeting.

39. AUDITOR MAY BE MEMBER

(a) The Auditor may be a Member of the Association, however he may not be the public officer or a member of the Committee of the Association, but no person shall be eligible as Auditor who is interested otherwise than as a Member in any transaction of the Association. The Auditor may be paid for his services such sum as the Committee may from time to time determine.

(b) The Auditor is to be appointed at each Annual Meeting in accordance with Rule 23 of these Rules and may be removed from office by a resolution of the Members passed at General Meeting.

40. CASUAL VACANCY

Any casual vacancy occurring in the office of Auditor shall be filled by a qualified accountant appointed by the Committee for that purpose.

41. LIST OF BOOKS

The Association shall deliver to the Auditor a list of all books of account and records kept by the Association and the Auditor shall at all reasonable times have access to the books and accounts of the Association. The Auditor may employ persons to assist him in investigating such accounts and may in relation to such accounts examine the Committee or any employee of the Association.

42. AUDITOR'S REPORT

The Auditor shall make a report to the Members upon the balance sheet and accounts to be submitted to every Annual Meeting and in every such report shall state whether in his opinion they are properly drawn up to exhibit a true and correct view of the Association's affairs.

43. COMMON SEAL

The Common Seal of the Association (the "Common Seal") shall be in circular form with the words "Common Seal" in the centre thereof and the words "ASSOCIATION NA TAKUU" around the margin and the Secretary/Treasurer shall keep a record of all documents to which the seal shall be affixed. The Common Seal shall be used only by authority of the Committee and every instrument to which the Common Seal is affixed shall be signed by two (2) members of the Committee or two (2) persons appointed by the Committee for that purpose.

44. ACCOUNTS

The President of the Association shall by initialling all accounts certify to their correctness both as to the quantity of goods or services received and the price charged and all accounts shall be passed for payment by the Committee and paid by cheque drawn in accordance with Rule 45.

45. AUTHORISED SIGNATURES

The President, Secretary and Treasurer shall be authorised to draw, make, accept, endorse and issue negotiable securities or instruments of whatsoever kind or nature and in the absence of one of the three one Committeeman shall be authorised to sign or endorse any such instruments on the absentee’s behalf.

46. FINANCIAL YEAR

The financial year of the Association shall commence on 1 January and shall end on 31 December in any calendar year.

47. ALTERATION OF RULES

No object, power or rule of the Association shall be repealed or amended and no new object, power or rule shall be made except upon a resolution carried by a majority of three-quarters of the Members present and voting at a General Meeting the notice of which shall have set out the extent of the proposed repeal or amendment or new provision. The effectiveness of any such alteration of these Rules shall be subject to any approval required under the Associations Incorporation Act Chapter 142 of the Revised Laws of Papua New Guinea.

48. DISSOLUTION

The Association may be dissolved or wound up by a resolution at any General Meeting called for such purpose.

49. DISPOSITION OF ASSETS

If upon the dissolution or winding up of the Association there remain after the satisfaction of all its debts and liabilities, any property whatsoever, the be paid to or distributed among the Members of the Association but shall be given or transferred to some other Association, Club or Institution having objects similar, wholly or in part, to the objects of the Association and which shall prohibit the distribution of its or their income and property among its or their members or to some charitable object or objects which Association, Club, Institution or object shall be determined by the Members of the Association at or before the time of dissolution or winding up or in default thereof or if and insofar as effect cannot be given to such determination then payment or distribution shall be determined by a Judge of the Supreme Court.

50. LIABILITY OF MEMBERS

The liability of Members upon the dissolution or winding up of the Association shall be limited to the extent of their contributions to the Association.

51. INTERPRETATION

The interpretation by the Committee of the Rules of the Association shall be final and binding upon all Members.

52. COMMITTEE OFFICERS

The first Officers shall be as set out hereunder:

President - Sione Paasia

Secretary - Lakoa Fitina

Treasurer - Sarimu Kanu