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CONSTITUTION OF THE AUSTRALIAN FEDERATION OF TOTALLY AND PERMANENTLY INCAPACITATED EX SERVICEMEN AND WOMEN LTD.

APPROVED 16th SEPTEMBER 2002

Amended : 12th April 2010

ACN 008 591 704

ABN 61 008 591 704

1. NAME

The name of the Company (hereinafter called the Federation) is "THE AUSTRALIAN FEDERATION OF TOTALLY AND PERMANENTLY INCAPACITATED EX SERVICE MEN AND WOMEN LIMITED".

2. OBJECTIVES

The objects for which the Federation is established are:

(a) To act as the only conduit to Federal Government for the consolidated needs of the Members;

(b) Safeguarding the interests of and securing just and equitable treatment for TPI's and their dependants;

(c) To raise funds from Members by capitation fees as determined from time to time by the Board or by other means, and to apply such funds for safeguarding the interests of and securing just and equitable treatment for TPI's and their dependants;

(d) To co-operate to such an extent, as the Board shall deem fit, with similar associations in other parts of the Commonwealth and the world;

(e) To apply for and obtain any special Act of Parliament or other benefit calculated to promote or advance the interests of the Members of the Federation;

(f) To take such lawful steps by personal or written appeals, public meetings, radio broadcasts, television programs or otherwise as may from time to time be deemed expedient for the purpose of procuring contributions to the funds of the Federation in the shape of donations, annual capitation fees or otherwise as the Board may deem desirable for the promotion of its objects;

(g) The Federation shall be non-political and non-sectarian and shall confine itself to the care, maintenance, welfare and special interests of TPI's; and

(h) Such other objects as the Board considers appropriate from time to time.

3. POWERS OF THE FEDERATION

The Federation shall have all the powers of a natural person.

4. LIMITED LIABILITY OF MEMBERS

The liability of Members of the Federation is limited.

5. GUARANTEE BY MEMBERS

Every Member of the Federation undertakes to contribute to the assets of the Federation in the event that it is wound up while it is a Member or within one (1) year afterwards for payment of debts and liabilities of the Federation contracted before it ceases to be a Member and the costs and charges and expenses of winding up and for the adjustments of the rights of the contributories among themselves such an amount as may be required not exceeding the amount of five dollars ($5).

6. INCOME AND PROPERTY OF THE FEDERATION

(1) The income and property of the Federation shall be applied solely towards the promotion of the objectives of the Federation and no portion thereof shall be paid or transferred by way of dividend, bonus or otherwise whatsoever by way of profit to the Members of the Federation.

(2) Subject to the Corporations Act, nothing in this document shall prevent the payment in good faith of reasonable and proper remuneration to any person or servant of the Federation in return for any services actually rendered to the Federation or prevent the payment of interest the Board may think proper or reasonable on money lent or reasonable and proper rent for premises demised or let by the Federation.

7. WINDING UP OF THE FEDERATION

(1) The Federation shall be dissolved in the event of the membership falling to less than five (5) Members, or upon the vote of seventy five percent (75%) majority of Members entitled to attend and vote at a Special General Meeting convened to consider such motion.

(2) Upon a resolution being passed in accordance with (1) above, all assets and funds of the Federation on hand, shall, after the payment of all expenses and liabilities, be handed over to such charity or charities which is an organisation approved under Section 78(1)(a) of the Income Tax Assessment Act, as a simple majority of Members entitled to attend and vote at a Special General Meeting so convened, or as a subsequent Special General Meeting may decide.

8. LOCATION OF REGISTERED OFFICE

The Federation shall have its registered office in the Australian Capital Territory, at such place as is from time to time determined by the Board. The Federation is registered in the Australian Capital Territory for convenience and does not constitute the Member for the Australian Capital Territory.

9. SUBSCRIBERS

The full names, addresses and occupations of the subscribers to the Memorandum of the Federation upon its incorporation were:

Clarence Frederick IRELAND34 South StreetROCKHAMPTON QLD 4700 War Pensioner
Philip Gerard MALEY61 David StreetYOKINE WA 6060 War Pensioner
Jack Steven CLAFFEY5 Kima StreetWAVELL HEIGHTS QLD 4012 War Pensioner
Donald Alfred Lawrence HARLEM60 York StreetSANDY BAY TAS 7005 War Pensioner
Frank Percival BELL39 Greenwich RoadGREENWICH NSW 2065 War Pensioner
Samuel James BENSON5 Barbara CourtBUNDOORA VIC 3083 War Pensioner
George William MURRAY14 Sussex StreetNOLLAMARA WA 6061 War Pensioner

10. DEFINITIONS

In this Constitution unless the subject or context requires otherwise:

"Abstention" means any Federation Director entitled to vote at any meeting of the Federation and refusing to take part in the vote. Such abstention shall in effect deem the Federation Director not present and shall affect the seventy five percent (75%) majority requirement in accordance with Joske's Law and Procedure at Meetings in Australia.

"Board" means the Board of the Federation comprised of the Federation Directors.

"Capitation Fees" means the annual fee payable by the Members based on their membership numbers as determined by the Board from time to time.

"Company" means the Federation.

"Congress" means the annual meeting of the Federation held in the latter half of each calender year following the Annual General Meeting for the purpose of hearing notices of motion, matters for submission to Federal government and general business.

"Corporations Act" means the Corporations Act 2001 (as amended).

"Federation" means The Australian Federation of Totally and Permanently Incapacitated Ex Service Men and Women Limited ACN 008 591 704 ABN 61 008 591 704.

"Federation Director" means a TPI appointed by the Member to the Board.

"Federation President" means the President of the Federation.

"Federation Secretary" means the Secretary of the Federation and incorporates the dual roles of Secretary of the Federation and Treasurer of the Federation.

"Life Member" means a Life Membership granted to a person by the Board of the Federation.

"Member" means a State or Territory association already a Member or duly accepted into the Federation.

"Quorum" means 8 Federation Directors representing at least 5 Members; provided that if any meeting of the Federation does not have a quorum present within thirty (30) minutes after the time for the meeting set out in the notice of meeting then such meeting is adjourned to the date, time and place specified by the Chairman of the meeting and if no quorum is present at the resumed meeting, the meeting is dissolved.

"TPI" means a person who is eligible for and granted or in receipt of the special rate of pension referred to in Section 24 of the Veteran's Entitlements Act 1986 (as amended) or any subsequent Act.

11. INTERPRETATION

The singular includes the plural and vice versa, words importing one gender include the other genders, and words importing persons include corporations and vice versa.

12. MEMBERSHIP

(1) There shall be a maximum of eight (8) Members of the Federation, one from each State and Territory of the Commonwealth of Australia, but the Board may from time to time increase or reduce the maximum number of Members.

(2) The Members of the Federation as at the 1 July 2001 are:

New South Wales - Totally and Permanently Incapacitated Veterans' Association of New South Wales Limited ("NSW");

Victoria - The Association of Totally and Permanently Incapacitated ex Servicemen and Women of Victoria Incorporated ("VIC");

Queensland - The Australian Federation of Totally and Permanently Incapacitated Ex Servicemen andWomen (Queensland Branch) Incorporated ("QLD");

South Australia - The Association of Totally & Permanently Incapacitated Ex-Servicemen and Women (South Australian Branch) Incorporated ("SA");

Western Australia - The Australian Federation of Totally and Permanently Incapacitated Ex-Servicemen and Women West Australian Branch (Inc.) ("WA");

Tasmania - The Totally and Permanently Disabled Soldiers' Association of Australia (Tasmania Branch) Incorporated ("TAS");

Northern Territory - The Totally and Permanently Incapacitated Soldiers Association of the Northern Territory Inc ("NT");

Australian Capital Territory - Australian Capital Territory Totally and Permanently Incapacitated Ex-Servicemen's and Women's Association Incorporated ("ACT").

(3) A Member may at any time by giving notice in writing to the Federation Secretary resign its membership of the Federation, but shall continue liable for any sum for which it has become liable as a Member of the Federation.

(4) If any Member shall wilfully refuse or neglect to comply with the provisions of the Constitution of the Federation, or shall be guilty of any conduct which in the opinion of the Board is unbecoming of a Member or prejudicial to the interests of the Federation, the Board may, after affording such Member the opportunity of offering the Board an explanation of its conduct, either verbally or in writing, as the Member may decide, suspend the Member from the Federation for not more than twelve (12) months. Such suspension shall not be effective unless it is confirmed at a Special General Meeting convened to consider the suspension. Such Special General Meeting shall be held within a period of one (1) month from the date Members receive notice of the Special General Meeting. At such Special General Meeting the Member whose suspension is under consideration shall be allowed to offer an explanation of its conduct, either verbally or in writing, at the option of such Member. The voting at such Special General Meeting shall be by ballot. The Board shall have the power to suspend such Member from participation in the affairs of the Federation until such Special General Meeting is held. A Member whilst under suspension shall be prohibited from participating in the affairs of the Federation.

(5) If any Member shall wilfully refuse or neglect to comply with the provisions of the Constitution of the Federation, or shall be guilty of any conduct which in the opinion of the Board is unbecoming of a Member or prejudicial to the interests of the Federation, the Board may, after affording such Member the opportunity of offering the Board an explanation of its conduct, either verbally or in writing, as the Member may decide, expel the Member from the Federation and erase its name from the Register of Members. Such expulsion shall not be effective unless it is confirmed at a Special General Meeting convened to consider the expulsion. Such Special General Meeting shall be held within a period of one (1) month from the date Members receive notice of the Special General Meeting. At such Special General Meeting the Member whose expulsion is under consideration shall be allowed to offer an explanation of its conduct, either verbally or in writing, at the option of such Member. The voting at such Special General Meeting shall be by ballot. The Board shall have the power to exclude such Member from participation in the affairs of the Federation until such Special General Meeting is held.

(6) In the event of the expulsion or resignation of a Member a casual vacancy shall exist for a new Member from the State or Territory of the former Member. Every application for membership of the Federation to fill the vacancy shall be proposed by one and seconded by another Member of the Federation. The application for Membership shall be made in writing, signed by the applicant and its proposer and seconder and shall be in such form as the Board from time to time prescribes.

(7) At the next meeting of the Board after the receipt of any application for membership, such application shall be considered by the Board, who shall thereupon determine upon the admission or rejection of the applicant. When an applicant has been accepted for membership the Federation Secretary shall forthwith send to the applicant written notice of its acceptance.

(8) All Members admitted to the Federation shall be deemed to agree to pay the capitation fees as prescribed by the Board from time to time and to be bound by the Constitution, By-laws and Standing Orders of the Federation from time to time in force.

(9) Each Member shall advise the Federation in writing of the full and correct name, address, telephone number and facsimile number of the Member together with the full and correct name, address, telephone number, facsimile number and date and place of birth of the Federation Director(s) representing the Member. Details to be supplied in the form contained in Schedule 1.

(10) Only Members of the Federation shall be entitled to vote. Voting on behalf of the Member shall be undertaken by the Federation Director(s) representing the Member.

(11) In the event that a Federation Director(s) is unable to attend a meeting of the Federation, he may exercise his voting power by written proxy in the form contained in Schedule 2, to be received by the Federation Secretary no later than forty eight (48) hours prior to the meeting.

12A. LIFE MEMBERSHIP

(1) Subject to complying with sub sections(2),(3),(4)and(5) of this section the Board may grant Life Membership to an individual.

(2) An individual being considered for Life Membership must have rendered exemplary service to the Federation for a considerable period of time.

(3) A submission of Life Membership must be in writing and give clear examples of exemplary service.

(4) Life Membership may only be approved by a two third majority of the total number of Federation Directors appointed to the Board.

(5) Unless a Life Member is a Director, or the President of the Federation, that person mayattend Federation Meetings but does not have a vote.

13. BOARD OF DIRECTORS

(1) The business and affairs of the Federation and the custody and control of its funds shall be managed by the Board who may exercise all such powers of the Federation, as are, by virtue of the Corporations Act or this Constitution, required to be exercised by the Federation.

(2) The Board of Directors shall consist of fourteen directors, subject to 13(3):

(a) Two Directors from NSW
(b) Two Directors from VIC
(c) Two Directors from QLD
(d) Two Directors from SA
(e) Two Directors from WA
(f) Two Directors from TAS
(g) One Director from NT
(h) One Director from ACT

(3) In the event of the Board from time to time increasing the maximum number of Members in accordance with this Constitution, a new Member shall be permitted to appoint its Federation Director(s) pursuant to Clause 13(8)(a), with the number of Directors eligible to be appointed by the Member to be determined by the Board at the time of the new Members acceptance into the Federation.

(4) In particular, but without derogating from the general powers herein before conferred, the Board shall have power from time to time:

(a) to appoint sub-committees for any purpose whatsoever which from time to time it may think desirable and to delegate to any such sub-committee such powers, restrictions or conditions as it may think fit;

(b) to make, amend or repeal, such rules regulations Standing Orders Schedules or By-laws not inconsistent with the Constitution of the Federation as in the opinion of the Board are necessary or desirable for the proper control management and administration of the Federation provided that such Standing Orders Schedules or By-laws shall not be deemed to be part of the Constitution and may be amended by a simple majority;

wilfully refusing or neglecting to comply with the provisions of the Constitution of the Federation;
conduct subversive to the objects of the Federation;
conduct prejudicial to the objects of the Federation; or
being charged with an indictable offence;

call a Special General Meeting and upon the vote of seventy five percent (75%) majority of Members entitled to attend and vote at a Special General Meeting demand the Member replace the Federation Director;

(d) to recommend the payment of honorariums payable to any person under clause 6(2);

(e) to appoint auditors, solicitors, accountants and a returning officer as the Board so determines from time to time, provided that at all times the auditors, solicitors, accountants and a returning officer are instructed by the Board and report back to the Members.

(5) One Federation Director shall, in addition to being called a Federation Director, be elected to the role of Federation Vice-President in accordance with clause 13(11)(a). One Federation Director shall, in addition to being called a Federation Director, be elected to the role of Assistant Federation Secretary in accordance with clause 13(12)(a).

(6) At any meeting of the Federation, decisions shall be made according to the outcome of the Federation Directors' vote. The outcome of every motion shall be decided on a show of hands or in the event of a telephone conference, on a verbal vote, or by postal ballot. In the event of a tie, the Federation President shall have a casting vote, which shall be exercised so as to preserve the status quo.

(7) A Federation President, Federation Secretary or Federation Director shall upon resigning or ceasing to hold office in the Member, also resign from and take no further part in any government or statutory committee in which he may, during his time in office, have held such a position.

Appointment to the Board

(8) Federation Director

(a) Each Member shall supply to the Federation the name, address, telephone number and date and place of birth of the Federation Director(s) representing the Member. The information supplied to the Federation shall deem the Federation Director(s) appointed to the Board until such time as the Member advises otherwise.

(9) Federation President

(a) Any TPI who has membership with a Member may nominate for the position of Federation President. Nomination forms shall be posted to Members by the Returning Officer not less than 60 days prior to the Annual General Meeting. Nominations forms are to be supplied in the form contained in Schedule 3. Nominations for the position of Federation President shall be received by the Returning Officer not less than 40 days prior to the Annual General Meeting.

(b) Voting for the position of Federation President shall be by postal ballot in the form contained in Schedule 5. The Returning Officer shall prepare the ballot and post to Members not less than 30 days prior to the Annual General Meeting. Postal ballots shall be received by the Returning Officer not less than 15 days prior to the Annual General Meeting.

(c) The outcome of the postal ballot shall be determined by the Returning Officer and advised to Members 10 days prior to the Annual General Meeting. The outcome of the postal ballot shall be in the form contained in Schedule 7. The Returning Officer shall, prior to advising Members, advise the Board.

(d) Upon the Federation President being elected, the Federation President shall thereafter immediately resign any office held by him with any Member, and shall not assume the duties of the office of Federation President until he has so resigned any such office. The Member from which the Federation President resigns shall then provide a replacement Federation Director in accordance with clause 13(8)(a).

(e) The term of office of the Federation President shall be two years expiring at the Annual General Meeting in each year ending with an odd number save that the term of office of the Federation President in office at the adoption of this Constitution shall end at the Annual General Meeting in 2003.

(10) Federation Secretary

(a) Any TPI who has membership with a Member may nominate for the position of Federation Secretary. Nomination forms shall be posted to Members by the Returning Officer not less than 60 days prior to the Annual General Meeting. Nominations forms are to be supplied in the form contained in Schedule 4. Nominations for the position of Federation Secretary shall be received by the Returning Officer not less than 40 days prior to the Annual General Meeting.

(b) Voting for the position of Federation Secretary shall be by postal ballot in the form contained in Schedule 6. The Returning Officer shall prepare the ballot and post to Members not less than 30 days prior to the Annual General Meeting. Postal ballots shall be received by the Returning Officer not less than 15 days prior to the Annual General Meeting.

(d) Upon the Federation Secretary being elected, the Federation Secretary shall thereafter immediately resign any office held by him with any Member, and shall not assume the duties of the office of Federation Secretary until he has so resigned any such office. The Member from which the Federation Secretary resigns shall then provide a replacement Federation Director in accordance with clause 13(8)(a).

(e) The term of office of the Federation Secretary shall be two years expiring at the Annual General Meeting in each year ending with an even number save that the term of office of the Federation Secretary in office at the adoption of this Constitution shall end at the Annual General Meeting in 2004.

(f) The Board, subject to the passing of a resolution upon the vote of seventy five percent (75%) majority of Members entitled to attend and vote at a Special General Meeting convened to consider such motion, may appoint from outside the Federation a voluntary worker or a paid employee to the position of Federation Secretary.

(11) Federation Vice-President

(a) Only Federation Directors may nominate for the position of Federation Vice-President. Nominations for the position of Federation Vice-President shall be called from the floor of the Annual General Meeting in accordance with Standing Order 1. Voting for the position of Federation Vice-President shall be conducted by a show of hands from the floor of the Annual General Meeting in accordance with Standing Order 1 or by ballot as required. In the event of a tie, the President shall have the casting vote.

(b) The term of office of Federation Vice-President shall be for one year.

(12) Assistant Federation Secretary

(a) Only Federation Directors may nominate for the position of Assistant Federation Secretary. Nominations for the position of Assistant Federation Secretary shall be called from the floor of the Annual General Meeting in accordance with Standing Order 1. Voting for the position of Assistant Federation Secretary shall be conducted by a show of hands from the floor of the Annual General Meeting in accordance with Standing Order 1 or by ballot as required. In the event of a tie, the President shall have the casting vote.

(b) The term of office of Assistant Federation Secretary shall be for one year.

Removal from the Board of Directors

(13) Federation Director

(a) Other than in accordance with clause 13(4)(c), only a Member may remove its Federation Director(s) from the Board.

(14) Federation President

(a) Removal of the Federation President shall commence with the removal petition to be supplied in the form contained in Schedule 8.

(b) The petition must be signed by Federation Director(s) representing at least three Members. The number of signatures required will correspond to the relevant Members, that is, if a Member has only one Federation Director then only one signature will be required for that Member. In the case of a Member having two Federation Directors, then two signatures will be required for that Member.

(c) The petition shall be served on all Members for the attention of the Federation Director or Federation Directors as the case may be. The petition for the removal of the Federation President shall be received not less than 21 days prior to the Special General Meeting specifically called for the purpose of removal of the Federation President.

(d) The Federation President shall have a written reply to be supplied in the form contained in Schedule 9. The right of reply shall be received not less than forty-eight (48) hours prior to the Special General Meeting.

(e) The reply shall be served on all Members for the attention of the Federation Director or Federation Directors as the case may be.

(f) The Special General Meeting shall be determined upon the vote of seventy five percent (75%) majority of Members entitled to attend and vote at a Special General Meeting convened to consider such petition.

(g) In the event of the petition being successful, the Federation Vice-President shall immediately assume the office of Federation President until nominations are called for in accordance with clause 13(9)(a).

(15) Federation Secretary

(a) Removal of the Federation Secretary shall commence with the removal petition to be supplied in the form contained in Schedule 10.

(b) The petition must be signed by Federation Directors representing at least three Members. The number of signatures required will correspond to the relevant Members, that is, if a Member has only one Federation Director then only one signature will be required for that Member. In the case of a Member having two Federation Directors, then two signatures will be required for that Member.

(c) The petition shall be served on all Members for the attention of the Federation Director or Federation Directors as the case may be. The petition for the removal of the Federation Secretary shall be received not less than 21 days prior to the Special General Meeting specifically called for the purpose of removal of the Federation Secretary.

(d) The Federation Secretary shall have a written reply to be supplied in the form contained in Schedule 11. The right of reply shall be received not less than forty eight (48) hours prior to the Special General Meeting.

(e) The reply shall be served on all Members for the attention of the Federation Director or Federation Directors as the case may be.

(g) In the event of the petition being successful, the Assistant Federation Secretary shall immediately assume the office of Federation Secretary until nominations are called for in accordance with clause 13(10)(a).

(16) Federation Vice-President

(a) The Federation Vice-President is first and foremost a Federation Director. Removal shall only occur in accordance with clause 13(4)(c).

(17) Assistant Federation Secretary

The Assistant Federation Secretary is first and foremost a Federation Director. Removal shall only occur in accordance with clause 13(4)(c).

Casual Vacancies

(18) A casual vacancy shall be deemed to occur in the event of a Federation Director, Federation President or Federation Secretary succumbing to any of the following events:

(a) death;
(b) loss of legal capacity;
(c) bankruptcy; or
(d) replacement in accordance with clause 13(4)(c).

(19) In the event of a casual vacancy of the Federation President the Federation Vice-President shall assume the office of Federation President. In the event of a casual vacancy of the Federation Secretary the Assistant Federation Secretary shall assume the office of Federation Secretary.

(20) In the event of a casual vacancy of a Federation Director, the Member responsible for the appointment of the Federation Director shall nominate a Federation Director in accordance with clause 13(8)(a).

Duties of the Board

(21) Federation Director

(a) To manage the business and affairs of the Federation and the custody and control of its funds.

(22) Federation Secretary

(a) The Federation Secretary shall not be entitled to vote at any Session of the Federation.

(b) The Federation Secretary shall perform, or cause to be performed, such duties as may be required by the Board in the interest of the efficient conduct of the Federation and, in particular, shall:

(d) Maintain records of all Federation correspondence;

(e) Maintain records of all Members and Federation Directors and keep a Register of Members;

(f) Ensure the removal and appointment changes to the Board are advised to the Australian Securities and Investments Commission immediately on occurrence;

(g) Ensure the removal and appointment changes to the Board are advised to the bankers of the Federation;

(h) Be responsible for all moneys received by the Federation;

(i) Issue receipts for all moneys so received and deposit such moneys into the Federation bank account at the earliest practicable date;

(j) Report to the Board on matters pertaining to his role and responsibilities;

(k) Ensure prompt payment of all accounts levied to the Federation;

(l) Keep true and correct accounts of all moneys received and expended by the Federation together with detailed records of the purposes for which the moneys were so received or expended;

(m) Keep true and correct accounts of the assets and liabilities of the Federation;

(n) Present to the Members at the Annual General Meeting a written report of all moneys received and expended by the Federation since the preceding meeting;

(o) Present to the Members at the Annual General Meeting an audited Balance Sheet, Profit & Loss Statement and Financial Statement of Income and Expenditure for the previous financial year;

(p) Ensure that all financial reports presented to the Board are provided to all Members not less than 10 days prior to the Annual General Meeting;

(q) Be responsible for the safe custody and official use of the common seal of the Federation;

(r) Any other task as directed from time to time by the Board.

(23) Federation President

(a) The Federation President shall be the official spokesman for the Federation on all matters.

(b) The Federation President shall not be entitled to vote at any meeting of the Federation, except in the event of a tie, whereby the President shall have the casting vote, and such vote shall be exercised so as to preserve the status quo (except in respect of clause 13(11)(a) and 13(12)(a)).

(c) The Federation President shall occupy the chair at all meetings of the Federation, unless the Federation President instructs the Federation Vice-President to act as Chairman of the meeting. In the absence of a Federation Vice-President, those present will elect a chairman.

(24) Federation Vice-President

(a) Other than duties as specified in clause 13(21)(a), the Federation Vice-President shall perform such duties as required by the Board.

(25) Assistant Federation Secretary

(a) Other than duties as specified in clause 13(21)(a), the Assistant Federation Secretary shall perform such duties as required by the Board.

14. MEETINGS

(1) There will be four classes of General Meetings:

(a) Annual General Meeting;
(b) Congress General Meeting;
(c) March General Meeting; and
(d) Special General Meeting;

(2) Annual General Meeting

(a) The Annual General Meeting of the Federation shall take place in September of each year (or such other time as determined by the Board and compliant with the Corporations Act) on a date to be nominated by the Board at the preceding Annual General Meeting.

(b) The location for the Annual General Meeting shall be determined by the Board in accordance with Standing Order 1 and the requirements of the Corporations Act.

(c) A limit of 1 day shall be the maximum for the Annual General Meeting, unless otherwise determined by the Board from time to time.

(d) The business to be conducted at the Annual General Meeting shall be in accordance with Standing Order 1 and the requirements of the Corporations Act.

(e) A quorum of the Federation must be present at the Annual General Meeting.

(3) Congress General Meeting ("Congress")

(a) Congress shall be held once a year and shall take place immediately following the Annual General Meeting.

(b) A limit of 5 days shall be the maximum for the Congress, unless otherwise determined be the Board from time to time.

(d) A quorum of the Federation must be present at the Congress.

(4) March General Meeting ('March Meeting")

(a) The March Meeting of the Federation shall take place in March of each year on a date to be nominated by the Board (or such other time as determined by the Board) no later than 1 January of each year.

(b) The location for the March Meeting shall be the Australian Capital Territory at a venue determined by the Board at the preceding Annual March Meeting.

(c) A limit of 5 days shall be the maximum for the March Meeting, unless otherwise determined be the Board from time to time.

(d) The business to be conducted at the March Meeting shall be in accordance with Standing Order 3.

(e) A quorum of the Federation must be present at the March Meeting.

(5) Special General Meeting

(a) The Federation President may call a Special General Meeting at any time in the form contained in Schedule 12.

(b) Otherwise, a Special General Meeting may be called as provided for under the Corporations Act or upon completion and lodgement with the Federation Secretary of the petition to be supplied in the form contained in Schedule 12A provided that not less than 21 days notice is given or such longer period as required by the Corporations Act .

(d) The petition shall be served on all Members for the attention of the Federation Director or Federation Directors as the case may be.

(e) The Special General Meeting shall be conducted in accordance with Standing Order 4.

(f) A quorum of the Federation must be present at the Special General Meeting.

(g) Special General Meetings may be conducted by telephone conference if deemed expedient or in the alternative, at 2 or more venues using any technology that gives the Members as a whole a reasonable opportunity to participate. Voting at a telephone conference shall be by verbal vote.

15. STATES AND TERRITORIES

(1) Members of the Federation shall ensure that only individuals meeting the following criteria are eligible for admission to their membership base:

(a) all persons who are eligible for and granted or in receipt of the special rate of pension referred to in Section 24 of the Veterans' Entitlements Act 1986 (as amended) or other personswho are equivalent of the special rate of pension and eligible under the provisions of the Military Rehabilitation and Compensation Scheme (as amended). Such persons shall be called TPI's.

(b) Member States may include a membership category of 'Affiliate or Associate' at their discretion.

(c) Members of the Federation shall ensure that the following items are enshrined in the Memorandum and Articles of Association or Constitution of the Member:

Applications for membership of the Member shall be in writing in substantially the same form contained in Schedule 13;
Members shall prove to the Federation the numbers of membership in relation to capitation fees, not including Affiliate or Associate members;
The Member may reject any application for membership without assigning any reason for such rejection;
On the admission of a TPI to the Member, the Member shall give to such TPI notice of his admission and shall issue with such notice an account for the entrance fees and subscriptions if same have not already been paid and such account shall specify the due date for payment;
Any TPI whose pension has been terminated shall immediately notify the Member and his membership shall automatically cease unless and until he shall lodge an appeal under the said Veterans' Entitlements Act 1986 (as amended). The right to have membership reinstated shall be in accordance with the result of his appeal;
All TPI's shall be of equal status without regard to military or other rank or title or former military or other rank or title;
A TPI may be expelled from membership of the Member if in the opinion of the Member, after affording such member an opportunity of offering the Member an explanation of his conduct either verbally or in writing as the Board may decide, the conduct of the TPI is such as to be detrimental to the best interest of the Member;
TPI's expelled from one Member shall not be eligible for membership of another Member.

16. FINANCES AND BUSINESS

(1) Payment of an account issued to the Federation shall not occur unless submitted in the form contained in Schedule 14 and signed by two of the four persons listed on the form.

(2) The Federation shall pay for:

(a) all economy class airfares, accommodation and out of pocket travelling expenses of the Board and the Federation President and the Federation Secretary travelling on Federation business.

(b) In relation to the Annual General Meeting, Congress and the March Meeting the Federation shall pay for the economy class air fare of the Director(s) for each Member.

(c) The Board shall endeavour, in so far as is possible, to ensure that economy class airfares are obtained at the cheapest possible price.

(3) The Board shall cause correct accounts and books to be kept showing the financial affairs of the Federation and the particulars usually shown in books of account of a like nature and showing in particular and without limiting the generality hereof:

(b) all sums of money received and expended by the Federation and the matters in respect of which the receipt and expenditure takes place;

(d) the assets and liabilities of the Federation.

(4) The books of account shall be kept at the office of the Federation Secretary.

(5) Accountants shall be appointed and their duties regulated in accordance with the Corporations Act.

(6) Solicitors shall be appointed and their duties regulated as instructed by the Board.

(7) Auditors shall be appointed and their duties regulated in accordance with the Corporations Act.

(8) A Returning Officer shall be appointed and his duties regulated as instructed by the Board and this Constitution.

(9) The Federation Secretary shall provide for the safe custody of Federation seal and the seal will never be used except by the authority of the Board previously given and in the presence of two (2) Directors who shall sign every instrument to which such seal is affixed and every such instrument to which the seal is affixed shall be countersigned by the Federation Secretary or some other person appointed by the Board.

(10) A notice may be given by the Federation to any Member either personally or by sending it by post or facsimile or email transmission to the address provided to the Federation in accordance with clause 12(9). Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing prepaying and posting the notice and shall be deemed to have been effected on the third business day following posting. Facsimile transmission shall be deemed to be effected on receipt of a facsimile transmission report confirming same.

17. MISCELLANEOUS

(1) Sub-committees if formed must report back to the Board and the Sub-committees shall have no authority to approach outside bodies direct, with out the prior approval of the Board.

(2) Only observers authorised by the Federation President shall be admitted to any meeting of the Federation. Authorisation shall be in the form contained in Schedule 15.

(3) Every Federation Director and every participant of any sub-committee duly constituted in accordance with this Constitution and the Secretary and other officers of the Federation and any person (whether an officer of the Federation or not) employed by the Federation, shall be indemnified out of the funds of the Federation against any liability incurred by him as such director, member of a sub-committee, officer or volunteer worker in defending any proceedings whether civil or criminal in which judgment is given in his favour or in which he is acquitted or in connection with any application under the Corporations Act in which relief is granted to him by the court or which he has been authorised to defend by the Board.

18. ALTERATION OF THE ARTICLES

(1) This Constitution may be added to or amended at an AGM, or a Special General Meeting so called for that purpose, of which at least twenty one (21) days notice has been given to all Members who are eligible to attend and vote at General Meetings; and

(2) The majority of votes required to pass a resolution to amend or add to the Constitution shall be seventy five percent (75%) of the Members present and voting in person or by proxy at the said Meeting;

(3) Provided that at all times, the amending of this Constitution complies with the requirements of the Corporations Act.

19. BYLAWS,SCHEDULES AND STANDING ORDERS.

(1) Bylaws, Schedules and Standing Orders shall be a stand alone document

BY LAWS

(1) Notification will be given to the Federarion,via the National Secretary, of disciplinary action taken against an individual members.

(2) Each Member of the TPI Federation shall provide to the National Secretary in writing by no later than the 31st of January of each year the number of financial members in their State Association as at 31st December of the previous year. All Capitation Fees shall be paid in full by no later than the 28th of February of each year. Capitation Fees shall be calculated as $2.75 inclusive of GST per member, or as amended from time to time.

STANDING ORDER 1

ANNUAL GENERAL MEETING PROCEDURE

1. Departed Comrades (two minutes' silence)

2. Ode

3. Apologies/Attendances/Proxies

4. Receiving and confirming Minutes of previous meeting.

5. Federation President's Report

6. Federation Secretary's Report and presentation of Financial Statement and Balance Sheet

7. Presentation and consideration of Annual Financial Report, Federation Directors' Report and the Auditors Report in accordance with the Corporations Act.

8. Acclamation of Federation President and Federation Secretary

9. Handover from outgoing Federation President and Federation Secretary to sworn in Federation President and Federation Secretary

10. Election of Federation Vice-President and Assistant Federation Secretary

11. Acclamation of Federation Vice-President and Assistant Federation Secretary

12. Notices of Motion

13. Determination of location of next Annual General Meeting

14. Close of Meeting

STANDING ORDER 2

CONGRESS PROCEDURE

1. Departed Comrades (two minutes' silence)

2. Apologies/Attendances/Proxies

3. Notices of Motion

4. Matters for Submission to Federal Government

5. General Business

6. Close of Meeting

STANDING ORDER 3

MARCH MEETING PROCEDURE

1. Departed Comrades (two minutes' silence)

2. Apologies/Attendances/Proxies

3. Receiving and confirming Minutes of previous meeting.

4. Notices of Motion

5. Matters for Submission to Federal Government

6. General Business

7. Workshops

8. Close of Meeting

STANDING ORDER 4

SPECIAL GENERAL MEETING PROCEDURE

1. Apologies/Attendances/Proxies

2. Notices of Motion

3. Close of Meeting

STANDING ORDER 5

RULES FOR DEBATE

FEDERATION PRESIDENT: The Federation President shall preside at all meetings. In the Federation President's absence the Federation Vice-President shall preside. In the Federation Vice-President's absence the Board shall nominate one of those present to preside. The person presiding at the meeting shall be called the Chairman.

The Chairman shall ensure that the rules of the Federation are expeditiously, fairly and impartially administered.

FEDERATION SECRETARY: The Federation Secretary shall attend all meetings and have cause to record Minutes thereof, and shall give information to or on behalf of the Federation and shall submit reports and cash statements all in keeping with the Corporations Act and the Constitution of the Federation.

1. Any Chairman desiring to speak to any motion, with intent to influence the vote shall appoint a qualified Federation Director to act in his stead, then vacate the chair.

2. It shall be the duty of the Chairman to call to order any Federation Director who violates any rule of debate. A Federation Director who is called to order shall take his seat until the point is determined.

3. Any Federation Director violating Standing Orders or refusing to retract a statement deemed offensive by the Chairman may be suspended for the rest of the meeting.

4. Any Federation Director may ask a question to clarify a point on the matter in debate.

5. Any Federation Director may ask the Federation President a question relative to Federation policy without notice.

6. Any Federation Director may ask the Federation Secretary a question relative to Federation finances without notice.

7. There can be no discussion on any matter unless preceded by a motion properly moved and seconded.

8. Federation Directors, when speaking, must stand and address the Chair except when permission to remain seated is granted by the Chairman.

9. Notice of Motion cannot be discussed when giving notice, or dealt with in the absence of the mover except by consent of the meeting.

10. When a motion is before the meeting, no other motion shall be received unless:

to adjourn the debate;
that the question be now put;
to proceed with the next business;
that the speaker be no further heard;
the motion lie on the table;
consideration of the motion be postponed;
to defer or amend the motion;
to adjourn the meeting.

Precedence to be given in order as arranged and no discussion to be allowed.

11. Discussion on one motion shall not exceed 30 minutes unless extension of time is allowed by the Board.

12. The mover shall be allowed five minutes to discuss the motion and three minutes for the final right of reply. All successive speakers shall be allowed three minutes. Extension of time may be granted to any speaker by consent of the Board. There shall be no debate on a motion for extension of time.

13. Federation Directors seconding a motion without remark cannot be regarded as having spoken to the motion.

14. After the mover and seconder have spoken, discussion will progress Against, then For, when this order ceases, discussion shall cease and the motion put to the vote.

15. No Federation Director shall speak more than once on any motion except the mover has the right of reply.

16. No Federation Director shall interrupt another while speaking unless on a point of order or to ask the Chairman permission to explain.

17. A Federation Director rising to a point of order shall state his case and resume his seat, but no debate is allowed until the Chairman has decided and given his ruling on the point of order.

18. Motions submitted cannot be withdrawn once debate has begun except upon the vote of seventy five percent (75%) majority of Members.

19. Only one amendment shall be entertained at a time though amendments to amendments are permitted.

20. No Federation Director may move more than one amendment to a motion and the mover may not propose an amendment.

21. Finally, the Chairman shall state the motion as it then stands in its original form or as amended and with no further discussion being allowed he shall put the question and declare it 'Carried' or 'Lost'.

22. When a decision is doubted, the Chairman shall direct scrutineers to count votes and report to him.

23. A division can only be granted upon a call being made by the mover or seconder, supported by at least 25% of the Federation Directors present. A Federation Director shall not be allowed to enter or leave the room while count is being taken.

24. Any Federation Director may move a motion of dissent from the ruling of the Chairman. On being seconded, the Chairman shall leave the chair. Immediately after the new Chairman has been appointed he shall give the former Chairman the right to explain his ruling and then take a vote without further notice.

25. All observers permitted to attend a meeting of the Federation shall be subject to these rules of debate as if they were a Federation Director.

26. "Abstention" means any Federation Director entitled to vote at any meeting of the Federation and refusing to take part in the vote. Such abstention shall in effect deem the Federation Director not present and shall affect the seventy five percent (75%) majority requirement in accordance with Joske's Law and Procedure at Meetings in Australia.