3. MEMBERSHIP
3.1 Member base
(a) The Company will consist of the following classes of Members:
(i) Full Members, who are entitled to one vote at any General Meeting of the Company (including the Annual General Meeting); and
(ii) such other classes of Member as the Board may determine from time to time, with such eligibility criteria as the Board may determine from time to time.
(b) The rights and privileges of every Member will be personal to each Member and are not transferable except at law.
(c) Any entity eligible for membership pursuant to clause 3.2 is entitled to a maximum of one membership (either Full Member or Associate) per entity.
(d) The Board may determine, amend or vary the rights and obligations attaching to any of the separate classes of membership of the Company.
3.2 Member eligibility (Full Members)
(a) Any entity or organisation (incorporated or otherwise) will be eligible to be a Full Member of the Company if it is an entity that:
(i) is a Certified Organic Operator; or
(ii) satisfies any other eligibility criteria specified in the Membership Bylaws from time to time,
and who:
(iii) agrees with the objects of the Company set out in clause 2.1;
(iv) pays the Subscription; and
(v) agrees in writing to provide a guarantee (of the kind referred to in clause 22.2) of an amount not exceeding ten dollars ($10.00) to defray such debts and liabilities of the Company, and the costs, charges and expenses of winding up, upon its winding up or dissolution.
(b) The Member Council or the Board may, in assessing applications in clause 3.3 and from time to time, require documentation from the Member which proves the Member’s eligibility. If the Member’s eligibility cannot be established, the Member Council may recommend that membership is revoked and the Board may, in its absolute discretion, revoke the membership.
3.3 Applications for Membership
(a) All applications for membership to become a Member must be submitted to the Secretary in such form as the Member Council or the Board may determine. With each application form, the Secretary must supply a copy of (or give electronic access to) the Constitution.
(b) The Member Council may assess each application for membership and make recommendations to the Board on which applications should be accepted and rejected, and what class of membership should apply to each applicant.
(c) An application for membership may be rejected if it is not in the form required by clause 3.3(a).
(d) The Board may, in its absolute discretion (but after giving due consideration to the recommendations of the Member Council):
(i) approve or reject an application to become a Member submitted pursuant to clause 3.3(a); and
(ii) determine the class of membership for which an applicant or existing Member qualifies.
(e) Where the Board approves an application for membership, the Secretary must, as soon as practicable after that determination, notify the applicant of that approval. Membership of the Company is deemed to commence upon the Secretary giving such notice.
(f) If the Board rejects any application for membership, the Secretary must, as soon as practicable after that determination, notify the applicant of the rejection. The Board is not required to give reasons for such a rejection.
(g) The Secretary must provide a report on applications received, accepted and rejected to the next convened General Meeting.
3.4 Register of Members
(a) The Secretary must maintain a “Register of Members” of the Company at the registered office.
(b) The register must contain the following particulars:
(i) the name, telephone number and postal, street or email address of each Member (which will be the address of the Member for the purpose of service of any notices to that Member);
(ii) the class of membership;
(iii) a nominated representative in the case of incorporated bodies and associations;
(iv) the date on which the Member becomes a Member; and
(v) the date on which the Member ceases to be a Member (if applicable).
(c) On request, the Secretary must provide to a Member with electronic access to the name, address and nominated representative of each member from the “Register of Members”.
3.5 Resignation
(a) Any Member who wishes to resign from the Company:
(i) must give written notice to that effect to the Secretary; and
(ii) will remain liable for any monies that are due and payable or that have accrued under the Member’s Subscription up until the date the notice is given in accordance with clause 3.5(a)(i),
provided all monies owing to the Company by the Member are paid by the expiration of the notice, it is on the date of the expiration of the notice that the membership of the resigning Member will cease.
3.6 Cessation
(a) A Member will cease to be a Member if:
(i) the Member resigns in accordance with clause 3.5; or
(ii) the Member, that is a body corporate, has a liquidator, provisional liquidator or administrator appointed or otherwise takes steps to obtain protection, or is granted protection, from its creditors under any applicable legislation;
(iii) the Member, that is an individual, dies or becomes mentally incapacitated, or becomes bankrupt or otherwise takes steps to obtain protection, or is granted protection, from its creditors under any applicable legislation;
(iv) the Member is unfinancial and the Board resolves to terminate the membership pursuant to clause 6.3(c); or
(v) except as provided in clause 3.6(b), the Member ceases to meet the eligibility requirements for membership set out in clause 3 of this Constitution.
(b) If a Full Member ceases to be a Certified Organic Operator, they must inform the Secretary immediately. The Secretary or the Board may, at their discretion, provide the Full Member with additional time to obtain certification. Unless resolved by the Board or by ordinary resolution, during the time the Full Member ceases to be a Certified Organic Industry, the Full Member is still entitled to exercise all rights of a Full Member as contemplated under this Constitution.
(c) Any Member whose membership of the Company ceases or is terminated will be liable for all monies due by that Member to the Company in addition to any sum not exceeding ten dollars ($10.00) for which the Member is liable under this Constitution.
(d) Any Member whose membership ceases or is terminated must not make any claim, monetary or otherwise, on the Company, its funds or property, except as a creditor of the Company.
(e) Members acknowledge that all Subscriptions paid are non-refundable and that they are not entitled to a refund of any part of a Subscription paid prior to their membership ceasing.
(f) Any person or corporation who for any reason ceases to be a Member must no longer represent itself in any manner as being a Member or otherwise associated with the Company.
(g) The Secretary must provide a report on all cessations of Members to the next convened General Meeting.
3.7 Liability of Members
The liability of the Members is limited.
