2718 NEW ZEALAND GAZETTE, No. 91 3 AUGUST 2006

meeting through another Director who holds a proxy in
writing from the absentee Director.

40. Should a Director be unable to attend to duty and fail to
    resign, or to obtain leave, the Board after due warning
    may remove that Director and appoint another person in
    accordance with By-Law 38.

CONGRESS

41. The Congress will be responsible for:

(a) electing the President of The AusIMM in accordance
with By-Law 32;

(b) reviewing the implementation of the Strategic Plan
for the current year and making recommendations to
the Board for change;

(c) reviewing and approving, the Strategic Plan for the
following year; and

(d) identifying and discussing any existing or emerging
issues of interest or concern to the members.

42. The Congress will consist of:

(a) the Chair, or a nominee of the Chair, of each
Branch;

(b) the Chair, or a nominee of the Chair of the Board of
Chartered Professionals, of each Society, and of the
Minerals Industry Consultants Association Inc.;

(c) the Chair, or a nominee of the Chair, of each
Committee and Task Force of The AusIMM;

(d) one student and one young professional who are
members of The AusIMM;

(e) Directors; and

(f) one member representing overseas members, other
than those members represented by Branches.

43. If there is any inconsistency between a resolution or
    decision of Congress and a resolution or decision of the
    Board, the resolution or decision of the Board will
    prevail.

44. The proceedings of Congress shall be governed as far as
    practicable as if a meeting of the Congress was a General
    Meeting of The AusIMM. The Board may make
    additional rules not inconsistent with these By-Laws for
    the conduct of meetings of the Congress.

45. Each member of Congress shall be entitled to exercise
    one vote except that if a member represents more
    than one eligible party, as set out in By-Law 42, they
    may exercise a vote on behalf of that additional eligible
    party. Appointment of a proxy will be accepted if in
    writing, and received prior to the meeting.

CHIEF EXECUTIVE OFFICER

46. A Chief Executive Officer with suitable qualifications
    shall be appointed by the Board. The Chief Executive
    Officer shall undertake the management of The AusIMM
    under the direction of the Board.

AUDITOR

47. An Auditor shall be appointed by the members at the
    Annual Meeting. The Auditor shall verify and sign
    the annual statement of accounts before it is submitted
    by the Board to the Annual General Meeting.

MANAGEMENT

48. The management and control of the business and affairs
    of The AusIMM shall be vested in the Board, which
    (in addition to the powers and authorities conferred upon
    it by these By-Laws) may exercise all such powers and
    do all such acts and things as are within the scope of the
    Charter and are not hereby or by statute expressly
    directed or required to be exercised or done by The
    AusIMM in General Meeting but subject nevertheless to
    all applicable laws and subject also to these By-Laws;
    provided that no By-Law shall invalidate any prior act of
    the Board which would have been valid if such By-Law
    had not been made. The Board shall exercise its powers
    either itself or through its appointed Committees.

49. The Board may appoint Committees and Task Forces for
    such periods and for such purposes as may be
    determined by the Board. The duties and responsibilities
    of the Committees and Task Forces shall be determined
    by the Board.

50. The Board shall appoint an Audit and Compliance
    Committee, which shall consist of a Chairman elected
    from the Directors, two other Directors and, when
    required, an external appointment of particular expertise.
    Two Board members of the Audit and Compliance
    Committee shall constitute a quorum. The Board shall
    define the duties and responsibilities of the Audit and
    Compliance Committee.

51. The President shall be an ex officio member of every
    Committee appointed by the Board.

52. The affairs of every Branch, Committee, Task Force
    and Society formed within The AusIMM shall be
    administered under the direction of the Board and
    in conformity with the Charter and the By-Laws.
    Committees appointed under By-Laws 54 and 55
    and Committees and Task Forces appointed by the
    Board shall exercise such powers and perform such
    functions as the Board may delegate.

The affairs of each affiliated Society shall be
administered within each Society consistent with the
basis on which the Society was affiliated.

BRANCHES AND SOCIETIES

53. Branches shall be authorised by the Board and only one
    Branch shall be authorised in one locality. The Board
    shall define a Branch’s locality, from time to time.

54. Each Branch shall be managed by a Branch Committee,
    elected annually by the members of that Branch.

55. Each Society shall be managed by a Society Committee,
    elected annually by the members of that Society.

56. A Chair and a Secretary of each Branch and Society
    shall be elected annually by the Committee of every such
    Branch and Society respectively.

57. Each Branch and each Society may, subject to the rules
    of The AusIMM then prevailing, make rules for its own
    governance. Such rules are subject to the approval of the
    Board, and the Board may annul, amend or add to these
    rules.

58. Branches and Societies shall forward to the Board,
    reports and audited accounts as at 31st December each
    year.

59. No Branch, Society or Committee shall represent any
    matter as the policy of The AusIMM, without it having
    been approved by the Board.

A Branch, Society or Committee may comment publicly
on matters which are relevant to its activities, provided
these are not represented as The AusIMM’s policy, do
not conflict with The AusIMM’s policy and are within
the competence of the Branch, Society or Committee
making the comment.

Any public statement which could be construed as
a comment from The AusIMM must have the prior
approval of the CEO or President.