Girl Guides Queensland Constitution: Adopted 14 May 2016
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Transcript of Girl Guides Queensland Constitution: Adopted 14 May 2016
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Constitution Guides Queensland (known as Girl Guides Queensland)
ABN 50 250 642 103
Adopted 14/05/2016
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Table of contents
1 Name of the Association ....................................................................................................... 1
2 Preamble .............................................................................................................................. 1
2.1 History of Association 1
2.2 Overview of Guides Queensland 1
2.3 The Promise and the Law 2
3 Objects of Guides Queensland ............................................................................................. 2
3.1 Objects of Association 2
4 Powers ................................................................................................................................. 3
4.1 Powers 3
4.2 Exercise of powers to achieve objects 3
5 Membership ......................................................................................................................... 3
5.1 Members 3
5.2 Resignation and termination of membership 4
6 State Council ........................................................................................................................ 4
6.1 State Council 4
7 Meetings of State Council ..................................................................................................... 5
7.1 Annual General Meeting 5
7.2 Special General Meetings 5
7.3 Conduct of general meetings 5
7.4 Voting at Meetings of State Council 6
7.5 Proxy 6
8 Board .................................................................................................................................... 7
8.1 Composition of the Board 7
8.2 Qualifications for Board 7
8.3 Nominations Committee 7
8.4 Election of State Commissioner and Ordinary Board Members 7
8.5 Term of office of the Board Members 8
8.6 Removal, resignation and termination of Board Members 9
8.7 Casual vacancy 9
9 Powers of the Board ............................................................................................................. 9
9.1 Generally 9
9.2 By laws and policy 10
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9.3 Power to appoint and delegate 10
9.4 Assistant State Commissioners 10
10 Meetings of the Board ........................................................................................................ 10
11 Patron ................................................................................................................................ 11
12 Financial Affairs.................................................................................................................. 11
13
14 Notices ............................................................................................................................... 13
15 Dissolution of Association .................................................................................................. 14
16 Interpretation .................................................................................................................... 14
16.1 Definitions 14
12.1 Not for profit 11
12.2 Books and records 12
12.3 Audit 12
12.4 Financial year 12
Indemnity and insurance ................................................................................................... 12
13.1 Definitions 12
13.2 Indemnity 12
13.3 Scope of indemnity 12
13.4 Insurance 13
13.5 Savings 13
13.6 Contract 13
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38426853v7a | Constitution – Guides Queensland
Constitution
Guides Queensland
1 Name of the Association
The name of the Association is Guides Queensland.
2 Preamble
2.1 History of Association
(a) On 14 December 1922 a Royal Charter was granted in the United Kingdom of Great Britain to establish The Girl Guides Association with power to establish branches in all
parts of His Majesty King George V’s dominions.
(b) By virtue of the powers vested in the Committee of the Girl Guides Association, a branch of the Association was established in Queensland on 15 November 1919.
(c) The Girl Guides Association (Queensland, Australia) now known as Guides Queensland
was incorporated in Queensland by the Girl Guides Association Act 1970 (Qld) (Act).
(d) The Girl Guides Association (Queensland, Australia) was a founding member of The Girl Guides Association of Australia, incorporated in the Australian Capital Territory on 17 June 1980 pursuant to the Association Incorporation Act 1991 (A.C.T.).
(e) The Girl Guides Association of Australia changed its name on 2 July 1996 to Guides
Australia.
(f) The Girl Guides Association of Australia changed its name from Guides Australia to Girl Guides Australia in 2007.
(g) The Girl Guides Association (Queensland Australia) registered a business name on 8
August 1996 – Guides Queensland – for use as a trading name.
(h) In 1997, the Girl Guides Association Act of 1970 was amended in accordance with the
Justice and Other Legislation (Miscellaneous Provisions) Act (No 2) 1997 (No 82) to
update terminology to:
(i) ‘Guides Queensland’ in place of ‘Girl Guides Association (Queensland, Australia)’
(ii) ‘Executive Officer’ in place of ‘Secretary’.
2.2 Overview of Guides Queensland
(a) Guides Queensland is a not-for-profit organisation, self-governing and politically
independent, administered from Brisbane, subject to the Act.
(b) Guides Queensland is a charity registered with the Australian Charities and Not-for-profit Commission under the sub entity of Advancing Education.
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(c) The Association has the responsibility for administration of Guiding in the State of Queensland and such other places as may be placed under its administration by Girl
Guides Australia.
(d) Guides Queensland through Girl Guides Australia is a member of the World Association of
Girl Guides and Girl Scouts.
2.3 The Promise and the Law
(a) The Promise badge of Girl Guides Australia incorporates a Trefoil and is worn by
members of Guides Queensland who have made their Promise.
(b) The promise is:
I promise that I will do my best To be true to myself and develop my beliefs To serve my community and Australia And live by the Guide Law
(c) The Guide Law is:
As a Guide I will strive to
Respect myself and others
Be considerate, honest and trustworthy Be friendly to others
Make choices for a better world Use my time and abilities wisely Be thoughtful and optimistic
Live with courage and strength
3 Objects of Guides Queensland
3.1 Objects of Association
(a) The objects of Guides Queensland are to:
(i) empower girls and young women to grow into confident, self-respecting,
responsible community members;
(ii) further the aims of Girl Guides Australia and the World Association of Girl Guides
and Girl Scouts, by providing girls with opportunities for self-training in the
development of character, responsible citizenship and service to the community;
(iii) promote throughout Queensland unity of purpose and common understanding of the fundamental principles of the World Association of Girl Guides and Girl Scouts
expressed in the Girl Guides Australia Promise and Law as amended by Girl Guides Australia from time to time; and
(iv) encourage international understanding and goodwill through active participation
with the global community of the World Association of Girl Guides and Girl Scouts.
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(b) To achieve these objects, Guides Queensland may, without limitation:
(i) harness the resources of the community in support of the objects in rule 3.1(a);
(ii) establish and maintain affiliations and information exchange with other
organisations having similar objects to those in rule 3.1(a);
(iii) act as trustee of any trust and establish any public fund the purpose of which
relates to the objects in rule 3.1(a);
(iv) promote the objects in rule 3.1(a); and
(v) do all other things incidental or conducive to the attainment of the objects in rule 3.1(a).
4 Powers
4.1 Powers
The State Council of Guides Queensland is a statutory body corporate and has all of the powers
set out in the Act.
4.2 Exercise of powers to achieve objects
Guides Queensland may exercise a power for any purpose which is incidental to the objects of
Guides Queensland or which is intended to further those objects.
5 Membership
5.1 Members
(a) The members of Guides Queensland are those persons who have been accepted into
membership by Guides Queensland.
(b) There is only one class of membership.
(c) Any female person who:
(i) has made the Promise; or
(ii) is working towards making the Promise or accepts the principles and beliefs of
Guiding,
is eligible for membership.
(d) An application for membership must be in a form approved by the Board together with:
(i) any other documents or evidence as to qualification for membership that the
Board requires; and
(ii) any application fee and membership fee required by the Board.
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5.2 Resignation and termination of membership
(a) A person ceases to be a member if she:
(i) resigns as a member by giving 14 days written notice to Guides Queensland;
(ii) dies; or
(iii) is terminated as a member by the Board under rule 5.2(b).
(b) The Board may terminate a person’s membership if the member:
(i) fails to notify Guides Queensland of a change in address or contact details and is unable to be contacted at the address provided by her to Guides Queensland for
a period of 12 months;
(ii) has membership fees in arrears for at least two months;
(iii) has conducted herself in a way the Board consider to be injurious or prejudicial
to the character or interests of Guides Queensland;
(iv) has, in the opinion of the Board:
(A) rejected and no longer abides by the Promise or the principles and beliefs of Guiding; or
(B) become incapable of discharging her duties by reason of incapacity.
(c) The Board must give the member written notice of its intention to terminate her
membership and the reason for the proposed termination.
(d) If the reason set out in the notice under rule 5.2(c) remains unresolved, in the opinion of the Board, for three months after the date of the notice, the member’s membership may
be terminated.
(e) The rights, responsibilities or privileges of membership may be reinstated at the absolute discretion of the Board.
(f) Membership is personal to the member and is not transferable.
6 State Council
6.1 State Council
(a) All adult members of Guides Queensland are automatically members of the State Council (State Council Members) with the responsibility and right to vote as a State Council
Member.
(b) The State Council has the exclusive power to:
(i) elect the State Commissioner;
(ii) elect the six Ordinary members of the Board;
(iii) amend this Constitution by special resolution; and
(iv) determine to dissolve the Association by special resolution in accordance with rule 15.
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7 Meetings of State Council
7.1 Annual General Meeting
(a) A meeting of the State Council, to be called the Annual General Meeting (AGM) of Guides Queensland, must be held at least once in every calendar year within 90 days
of the end of the Guides Queensland financial year.
(b) The business of the Annual General Meeting includes:
(i) the receipt of minutes of the last Annual General Meeting;
(ii) the receipt of the annual report and financial statements of the Association;
(iii) the receipt of a report from the Board;
(iv) an election of the State Commissioner or other Board Members to fill any
vacancy; and
(v) such other business within the State Council’s powers contained in this Constitution or the Act (to be treated as special business).
(c) The State Executive Officer must give at least two months notice of the date, time and
place of the Annual General Meeting to all State Council Members, the Board and the auditor.
7.2 Special State Council Meetings
(a) A special meeting of the State Council may be called at any time by the State Executive Officer at the written request (meeting request) of:
(i) the Board, or
(ii) the State Commissioner, or
(iii) at least ten State Council Members.
(b) Within five working days of receiving a meeting request, the State Executive Officer must call a special State Council Meeting of which at least fourteen days notice must be given
to all State Council Members and the Board of the date, time and place of a special meeting, together with the business for discussion.
7.3 Conduct of State Council Meetings
(a) Unless otherwise determined by the State Council, only special business of which the members have received at least 14 days notice may be determined at a State Council
meeting.
(b) The State Commissioner will chair every State Council meeting and in her absence
such other member chosen by the Board.
(c) A quorum for any State Council meeting is 5% of the State Council Members who are entitled to vote. To be counted in the quorum the State Council Member must be
present in person or by proxy at the meeting.
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(d) The Chair of a State Council Meeting may require the adoption of any procedure which is in the Chair’s opinion necessary or desirable for proper and orderly debate or discussion
and the proper and orderly casting or recording of votes at the State Council meeting.
7.4 Voting at Meetings of State Council
(a) Except where a special resolution is required, questions arising at a State Council
meeting must be decided by a majority of votes cast by the State Council Members present (in person or by proxy) at the meeting. A decision made in this way is for all
purposes, a decision of the State Council.
(b) Subject to rule 7.4(g), each member is entitled to one vote and may vote either in person or by proxy.
(c) In the case of an equality of votes, the Chair does not have a casting vote and the
motion will be taken to be lost.
(d) A resolution put to the vote of a State Council meeting must be decided on a show
of hands unless a secret ballot is demanded:
(i) before the show of hands is taken; or
(ii) before the result of the show of hands is declared.
(e) Unless a secret ballot is demanded, a declaration by the Chair of a State Council meeting
that a resolution has on a show of hands been carried or carried unanimously, or carried
by a particular majority, or lost, and an entry to that effect in the Guides Queensland’s minute book is conclusive evidence of the fact without proof of the number or proportion
of the votes recorded for or against the resolution.
(f) A secret ballot may be demanded by:
(i) the Chair; or
(ii) at least five State Council Members.
(g) Where any amount of membership fees payable to Guides Queensland has not been paid
by a State Council Member, that member is not entitled to vote.
(h) An objection to the validity of a vote tendered at a State Council Meeting must be:
(i) raised before or immediately after the result of the vote is declared; and
(ii) referred to the Chair of the meeting, whose decision is final.
7.5 Proxy
(a) To be eligible for appointment as a proxy, a person must be a State Council Member.
(b) A person may hold no more than three proxies for a meeting.
(c) A proxy must be in the form determined by the Board from time to time and must be delivered to the State Executive Officer by noon on the day before the meeting at which
it is to be used.
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(d) A person appointed as a proxy is entitled to a separate vote for each member for whom a proxy is held in addition to any vote that that person has in her own right.
8 Board
8.1 Composition of the Board
The Board of the State Council consists of the following persons:
(a) the State Commissioner who is the Chair of the Board;
(b) six Ordinary Board Members;
(c) the Chair of Finance and Risk appointed by the Board for the term determined by the Board; and
(d) up to two co-opted Board Members, appointed by the Board for the term determined by
the Board, for their particular skills and experience.
8.2 Qualifications for Board
(a) To be eligible for election as State Commissioner or Ordinary Board Member, a person
must be a current State Council Member and must have been a State Council Member for
at least 12 months prior to their nomination.
(b) A person does not have to be a member of the Association to be appointed to the Board
under rule 8.1(c) or 8.1(d), and may be male or female.
(c) So far as practicable, Guides Queensland must endeavour to comply with the World Association of Girl Guides and Girl Scouts and World Association of Girl Guides and Girl
Scouts Asia Pacific policies on Board membership ratios.
(d) Employees of the Association are not eligible to be on the Board.
8.3 Nominations Committee
(a) The Board may appoint a Nominations Committee to assist the State Council to assess
the eligibility or capacity of a person for State Commissioner or other Board positions.
(b) The Board must have a policy setting out the role, powers, composition and process for any Nominations Committee.
8.4 Election of State Commissioner and Ordinary Board Members
(a) This rule applies to the election of the State Commissioner and the six Ordinary Board
Members.
(b) The State Executive Officer must give notice to the State Council Members if the position of State Commissioner or of an Ordinary Board Member will be vacant at the forthcoming
AGM.
(c) Any two State Council Members may nominate a qualified person for election to a vacant
position.
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(d) Nominations must be in writing, signed by the two proposers and the candidate and received by the State Executive Officer at least 42 days before the date of the AGM.
(e) If there are insufficient nominations for the vacant positions the State Executive Officer must notify the State Council Members and call for further nominations.
(f) At least 30 days before the AGM, the State Executive Officer must circulate to all State
Council Members a ballot paper with directions for voting.
(g) Each State Council Member is entitled to vote using the prescribed ballot paper.
(h) Completed ballot papers must reach the State Executive Officer no later than seven days
before the AGM.
(i) The State Executive Officer must keep a record of the number of ballot papers issued and returned.
(j) Counting and verification of votes must take place before the meeting and be conducted
by two scrutineers, (who are to be appointed by the Board prior to the election).
(k) The result of the ballot must be recorded and advised by the scrutineers to the Chair of the AGM.
(l) In the case of an equality of votes for a position, a secret ballot must be held at the AGM to determine which of the candidates with equal votes, is to be elected to fill the position.
(m) The result of the election must be announced at the AGM.
(n) If, after an election all vacant positions have not been filled, then a further election
process is to be conducted using a process determined by the Board in accordance with a policy to be developed by the Board for that purpose.
8.5 Term of office of the Board Members
(a) The term of office of an elected Board Member (including the State Commissioner) is to expire at the third AGM after their election.
(b) At the conclusion of the term of three years a Board Member, if eligible and nominated,
may be re-elected for a further term of three years.
(c) A person who has served on the Board in any capacity for a continuous period of 6 years
must stand down from the Board and is not eligible for re-election or appointment as a
Board Member in any capacity for three years from the end of any continuous period of six years.
(d) For clarity;
(i) rules 8.5(a) and (b) do not apply to Board Members appointed under rule 8.1(d)
for a term determined by the Board nor to Board Members appointed to a casual vacancy under rule 8.7;
(ii) a period of time served by person in a casual vacancy appointed under rule 8.7 is
not counted in determining terms of three years or six years under rule 8.5.
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8.6 Removal, resignation and termination of Board Members
(a) A Board Member may resign from the Board by written notice to the State Commissioner.
(b) A Board Member may be removed from office by a special resolution of the Board after
that person has been given the opportunity to present his or her case orally or in writing.
(c) A Board Member may be removed from office by an ordinary resolution of the State
Council Members after that person has been given the opportunity to present his or her
case orally or in writing.
(d) The office of a Board Member becomes vacant if:
(i) the Board Member:
(A) becomes a person of unsound mind or a person who is a patient under
laws relating to mental health or whose estate is administered under laws
about mental health;
(B) is absent from meetings of the Board during a period of
three consecutive calendar months without leave of absence from the Board;
(C) resigns or dies;
(D) is removed from office;
(E) is prohibited from being a director by reason of the operation of the
Corporations Act 2001 (Cth) or any other relevant legislation; or
(F) is convicted on indictment of an offence and the Board does not within
one month after that conviction resolve to confirm the Board Member’s place on the Board; or
(ii) the Board Member’s term of office ends.
8.7 Casual vacancy
(a) In addition to its power to appoint Board Members under rule 8.1(c) and (d), the Board has power to appoint a qualified person as a Board Member to fill a casual
vacancy among the Board, including to the position of State Commissioner.
(b) If there is a vacancy in the office of State Commissioner, the Board has the power to
appoint a qualified person to act in that position.
(c) Any person appointed under this rule holds office until the conclusion of the next AGM.
9 Powers of the Board
9.1 Generally
The Board:
(a) is responsible for the management and control of the property and affairs of Guides Queensland; and
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(b) exercises all the powers vested in Guides Queensland except those that are expressly required by the Act or this Constitution to be exercised by the State Council Members
in a meeting of the State Council.
9.2 By laws and policy
(a) The Board may make by-laws and policies for the proper control, administration and
management of the finances, affairs and property, or are necessary for the convenience, comfort and well-being of the Members.
(b) Any such by-laws or policy:
(i) are binding on the Members;
(ii) must be consistent with this Constitution and the policies of Girl Guides Australia; and
(iii) may be amended or replaced or rescinded from time to time.
9.3 Power to appoint and delegate
(a) The Board may:
(i) appoint or employ any person as a State Executive Officer and any other officer, agent or attorney of Guides Queensland for the purposes, with the powers,
discretions and duties (including powers, discretions and duties vested in or
exercisable by the Board Members), for any period and on any other conditions they decide;
(ii) authorise an officer, agent or attorney to delegate any of the powers, discretions
and duties vested in the officer, agent or attorney; and
(iii) remove or dismiss any officer, agent or attorney of the Association at any time, with or without cause.
(b) The Board may delegate powers to a Board Member, the State Commissioner, Assistant
State Commissioners, State Executive Officer, or a committee which must exercise the powers delegated in accordance with any directions of the Board.
(c) The Board may establish advisory groups for such purpose as the Board decides.
9.4 Assistant State Commissioners
(a) The State Commissioner may appoint up to four Assistant State Commissioners. The
appointments are to be ratified by the Board.
(b) The Assistant State Commissioners must be State Council Members.
10 Meetings of the Board
(a) The Board may meet at the times and places it determines, but must meet not less than
ten times a year.
(b) In addition to any scheduled meetings, a Board Member may request the State Executive
Officer to convene a special Board meeting and upon receiving such a request the State
Executive Officer must convene a Board meeting and give at least three days notice to all
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Board Members of the date, time and place of the meeting and the business to be discussed.
(c) A quorum for Board meetings is one half of the Board Members plus one.
(d) The State Commissioner is to chair Board meetings, or in her absence such other Board
Member appointed by the Board from time to time.
(e) At Board meetings, each Board Member has one deliberative vote and, in the case of an equality of votes, the Chair does not have a casting vote. It is intended that as far
as practicable all decisions of the Board will be made by general consensus.
(f) A Board Member cannot vote by proxy.
(g) All Assistant State Commissioners and the State Executive Officer are entitled to attend
Board meetings but are not eligible to vote.
(h) The contemporaneous linking together by telephone or other electronic means of a
sufficient number of the Board to constitute a quorum, constitutes a meeting of the Board. All the provisions in this Constitution relating to meetings of the Board apply, as
far as they can and with any necessary changes, to meetings by telephone or other electronic means.
(i) A resolution in writing of which notice has been given to all Board Members and which is
signed or consented to by all of the Board Members (circular resolution) is as valid and effectual as if it had been passed at a meeting of the Board Members. A Board Member
may consent to such a resolution by:
(i) signing a document containing the resolution (or a copy of that document); or
(ii) sending an email to the State Commissioner stating that they consent to the
proposed resolution.
The circular resolution will be taken to be passed on the date it is signed by or consented
to by the last Board Member to sign or consent to it.
11 Patron
The Patron must be the Governor of the State of Queensland (if a female) or the wife of the Governor, subject to her acceptance of the office. If that person does not accept the position, or
if there is no Governor nor a wife of the Governor available to accept the position, then the Board
must recommend to the State Council, for ratification, a person to hold that office for such period as the State Council determines.
12 Financial Affairs
12.1 Not for profit
(a) The income and property of the Association however derived will be used and applied
solely in furtherance of the objects of the Association.
(b) No portion of the income or property of the Association will be distributed, paid or
transferred directly or indirectly to or amongst the members of the Association, except in
furtherance of its objects.
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12.2 Books and records
The Association must maintain proper books and financial records of its financial affairs.
12.3 Audit
The Board must arrange for the Association’s financial statements to be audited annually by a registered company auditor.
12.4 Financial year
The financial year of the Association begins on 1 January and ends on 31 December in that calendar year (Guides Queensland financial year).
13 Indemnity and insurance
13.1 Definitions
For the purposes of rule 13:
(a) an Officer means:
(i) each person who is or has been a Board Member or Executive Officer of
the Association;
(ii) any other Officers or former Officers of the Association as the Board
determines; and
(iii) if the directors so determine, any auditor or former auditor of the Association.
(b) Liability means loss, liability, costs, charges and expenses.
13.2 Indemnity
(a) Subject to rule 13.2(b), the Association must indemnify each Officer on a full indemnity basis and to the full extent permitted by law against all liability incurred by the Officer
performing his or her duties as an Officer of the Association.
(b) An Officer must not be indemnified for a liability attributable to:
(i) the dishonesty of that person;
(ii) the gross negligence or recklessness of that person; or
(iii) a criminal act of that person.
13.3 Scope of indemnity
The indemnity in rule 13.2:
(a) does not operate in respect of any liability of the Officer to the extent that liability is covered by insurance;
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(b) is enforceable without the Officer having to first incur any expense or make any payment; and
(c) is a continuing obligation and is enforceable by the Officer even though the Officer may have ceased to be an officer or auditor of the Association.
13.4 Insurance
The Association may, to the extent the law permits:
(a) purchase and maintain insurance; or
(b) pay or agree to pay a premium for insurance,
for each Officer against any liability incurred by the Officer as an Officer or auditor of the
Association or of a related body corporate including, but not limited to:
(c) costs and expenses in defending any proceedings, whether civil or criminal, whatever their outcome; or
(d) a liability arising from negligence or other conduct.
13.5 Savings
Nothing in Rule 13.2 or 13.4:
(a) affects any other right or remedy that a person to whom those rules apply may have in
respect of any liability referred to in those rules;
(b) limits the capacity of the Association to indemnify or provide or pay for insurance for any person to whom those rules do not apply; or
(c) limits or diminishes the terms of any indemnity conferred or agreement to indemnify
entered into before the adoption of this Constitution.
13.6 Contract
Guides Queensland may enter into an agreement with any Officer of Guides Queensland in which
the Association agrees to provide an indemnity to the Officer or pay an insurance premium for that Officer to give effect to Rule 13 on any terms as the Board thinks fit provided that such
agreement is not inconsistent with any restrictions set out in Rule 13 of this Constitution.
14 Notices
(a) Any notice required to be given by the Association or any of its Officers will be treated
as received by the person to whom it is addressed:
(i) if handed to that individual personally; or
(ii) if posted by ordinary prepaid postage, seven working days after it was posted; or
(iii) if sent by electronic means to the address previously notified by the addressee to
the Association, upon confirmation that it has been received by the recipient’s electronic equipment at that address.
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(b) Any notice required to be served may be served on a person authorised to accept service on behalf of the Association at the main office in Queensland of the Association.
15 Dissolution of Association
(a) The Association may be wound up or dissolved by special resolution of the State Council at a meeting called for that purpose.
(b) If the Association is wound up or dissolved, and there remains any surplus property after the satisfaction of all debts and liabilities, then that surplus must not be distributed
among the Members of the Association, but must be given to Girl Guides Australia if it is
then in existence, provided it is a charitable institution with similar purposes to the Association.
(c) If Girl Guides Australia is not then in existence, then if it is not in contravention of the
taxation or other laws of Australia, the surplus must be given to the World Association of
Girl Guides and Girl Scouts and if that is not possible then to an Australian charitable institution which;
(i) has similar purposes to the Association; and
(ii) which prohibits the distribution of its property to its members.
16 Interpretation
16.1 Definitions
In this Constitution:
(a) ‘Act’ means Guides Queensland Act 1970 (Qld);
(b) ‘Association’ means Guides Queensland;
(c) ‘Board’ means the Board of the State Council;
(d) ‘Board Member’ means all of those persons referred to in rule 8.1 of this Constitution;
(e) Unless the context suggests otherwise, references to rules are references to rules in this
Constitution;
(f) A special resolution:
(i) for rules 6.1(b)(iii) and 6.1(b)(iv) is a resolution carried by seventy five percent (75%) of the State Council Members present at a meeting (in person or by
proxy) and entitled to vote;
(ii) for Rule 8.6(b) is a resolution carried by seventy five percent (75%) of the Board Members present at a meeting.