Food & Beverage Importers Association

Statement of Purposes
The purposes for which the Food & Beverage Importers Association is established are:

1. To represent the general and specific interests of the importing sector of the Australian food and beverage industry
2. To inform and advise members about all aspects of government regulation of the food industry, including food standards, labelling requirements, quarantine conditions and controls, permit requirements, tariffs, anti-dumping and countervailing measures, quotas and any other import control.
3. To facilitate the speedy and efficient movement of food & beverage cargo through the sea and air ports of Australia
4. To establish relationships with, and make representations to, government bodies and agencies relevant to importing food and beverages
5. To liaise with and make representations to Government and regulatory authorities on all matters affecting its members
6. To provide for the training and education of members
7. To adopt and promote rules of conduct for the guidance of members as to proper conduct in the industry
8. To liaise with bodies in Australia and overseas that have similar objects to those of the Association
9. To promote non-regulatory options (including business self-regulation) for achieving desired community outcomes
10. To promote the development of best practice regulatory regimes such that any regulatory measure should be the minimum needed to achieve the desired objective, consistent with the scale of the problem

Rules of the Food and Beverage Importers’ Association

1. The name of the incorporated association is the Food and Beverage Importers’ Association
Incorporated (‘the Association’).

Interpretation

2. (1) In these rules, unless the contrary intention appears:
‘Act’ means the Associations Incorporation Act 1981 as amended.
‘Committee’ means the Committee of management of the Association.
‘financial year’ means the year ending on 30 June.
‘general meeting’ means a general meeting of members convened in accordance with Rule 13.
‘member’ means member of the Association.
‘ordinary member of the Committee’ means a member of the Committee who is not an
officer of the Association under Rule 22.
‘Regulations’ means regulations under the Act.
‘relevant documents’ has the same meaning as in the Act.

(2) In these Rules, a reference to the Secretary of the Association is a reference —
(a) if a person holds office under these Rules as Secretary of the Association, to that person; and
(b) in any other case, to the public officer of the Association.

3. These Rules and the statement of purposes of the Association shall not be altered except in accordance with the Act.

4. (1) There shall be two (2) categories of members of the Association:
(a) Regular member
(b) Associate member
(2) A regular member shall
(a) be a business that imports food or beverages into Australia, and
(b) have a recognised food safety system and a product recall procedure.
(3) An associate member shall be a direct provider of services specific to food or beverage importers or share common interests with food or beverage importers.
(4) A member shall strive to comply with all government regulations applying to the importation and sale of food or beverages and to act in accordance with any code issued by the Association.
(5) Each member shall appoint a single person to represent the member at meetings of the Association and to vote on its behalf on any matters pursuant to the Rules

5. (1) A business that applies for and is approved for membership as provided in these Rules is eligible to be a member of the Association on payment of the annual fees payable under these Rules.
(2) An application for membership of the Association shall be
(a) made in writing on the form or forms prescribed by the Association; and
(b) lodged with the Secretary of the Association.
(3) As soon as practicable after the receipt of an application, the Secretary shall refer the application to the Committee of Management.
(4) Upon an application being referred to the Committee, the Committee shall determine whether to approve or to reject the application.
(5) If the Committee approves an application for membership, the Secretary shall as soon as practicable notify the applicant in writing that the application for membership of the Association has been approved subject to the payment of the first year’s annual fees within twenty-eight (28) days.
(6) Upon receipt of the amount referred to in sub-rule (5) within the period specified in that sub-rule, the Secretary shall enter the name of the applicant in the register of members.
(7) An applicant for membership becomes a member and is entitled to exercise the rights of membership when its name is entered in the register of members.
(8) If the Committee rejects an application, the Secretary shall, as soon as practicable, notify the applicant in writing that the application has been rejected.
(9) A right, privilege or obligation of membership of the Association is not capable of being transferred or transmitted to another person, company or organisation except where there has
been a legal change of the name of a member.
(10)A right, privilege or obligation of membership of the Association terminates upon the cessation of membership whether by resignation or otherwise.

6. (1) The annual fees for membership shall be such amounts as determined by the Committee.
(2) In determining membership fees, the Committee may establish categories based on the customs value of imports or such other criteria as it may deem appropriate.
(3) If a member fails to pay its annual fees within thirty (30) days of the date of the invoice, the Committee may determine that, so long as the fees remain due and unpaid, that member is not entitled to:
(a) receive notices of meetings of members
(b) attend, be counted in forming a quorum for, exercise any vote at, or be a proxy or representative for any member at any general or special meeting of members
(c) receive any membership services from the Association.
(4) The Committee may direct that services be provided to unfinancial members and nonmembers on such terms and conditions as it regards as appropriate.

7. (1) The Secretary shall keep and maintain a register of members in which shall be entered the full name, address and date of admittance of each member.
(2) The register shall be available for inspection by members at the address of the Association.
(3) A member may make a copy of entries in the register.

8. (1) A member of the Association that has paid all monies due and payable by that member to the Association may resign from the Association by giving one (1) months notice in writing to the Secretary of its intention to resign.
(2) After the expiry of that period of notice,
(a) the member shall cease to be a member; and
(b) the Secretary shall record in the register of members the date on which that member ceased to be a member.

9. (1) Subject to these Rules, if the Committee is of the opinion that a member
(i) has refused or neglected to comply with these Rules, or
(ii) has been guilty of conduct unbecoming a member or prejudicial to the interests of the Association, the Committee may by resolution
(a) reprimand a member
(b) suspend a member from membership of the Association for a specified period, or
(c) expel a member from the Association,
(2) A resolution of the Committee under sub-rule (1) does not take effect unless--
(a) at a meeting held in accordance with sub-rule (3), the Committee confirms the resolution;
and
(b) if the member exercises a right of appeal to the Association under this rule, the Association confirms the resolution in accordance with this rule.
(3) A meeting of the Committee to confirm or revoke a resolution passed under sub-rule (1)shall be held not earlier than fourteen (14) days, and not later than twenty-eight (28) days, after notice has been given to the member in accordance with sub-rule (4).
(4) For the purposes of giving notice in accordance with sub-rule (3), the Secretary shall, as soon as practicable, cause to be served on the member a notice in writing
(a) setting out the resolution of the Committee and the grounds on which it is based;
(b) stating that the member or its representative may address the Committee at a meeting to be held not earlier than fourteen (14) and not later than twenty-eight (28) days after the service of the notice;
(c) stating the date, place and time of that meeting; and
(d) informing the member that it may do one or both of the following:
(i) attend that meeting;
(ii) give to the Committee before the date of that meeting a written statement seeking the revocation of the resolution;
(e) informing the member that, if at that meeting, the Committee confirms the resolution, the member may not later than forty-eight (48) hours after that meeting, lodge with the Secretary a notice to the effect that it wishes to appeal to the Association in general meeting against the resolution.
(5) At a meeting of the Committee to confirm or revoke a resolution passed under sub-rule
(1), the Committee:
(a) shall give to the member an opportunity to be heard;
(b) shall give due consideration to any written statement submitted by the member; and
(c) shall by resolution determine whether to confirm or to revoke the resolution.
(6) If the Secretary receives a notice under sub-rule (6), the Secretary shall notify the
Committee and the Committee shall convene a general meeting of the Association to be held within twenty-one (21) days after the date on which the Secretary received the notice.
(7) At a General Meeting of the Association convened under sub-clause (6),
(a) no other business other than the question of the appeal shall be transacted;
(b) the Committee may place before the meeting details of the grounds for the resolution and the reasons for the passing of the resolution;
(c) the member or its representative shall be given an opportunity to be heard; and
(d) the members present shall vote by secret ballot on the question whether the resolution should be confirmed or revoked.
(8) A resolution is confirmed if, at the general meeting, not less than two-thirds of the members vote in person, or by proxy, in favour of the resolution. In any other case, the resolution is revoked.

10. (1) The grievance procedure set out in this rule applies to disputes under these Rules between-
(a) a member and another member; or
(b) a member and the Association.
(2) The parties to the dispute shall meet and discuss the matter in dispute, and, if possible, resolve the dispute within fourteen (14) days after the dispute comes to the attention of all of the parties.
(3) If the parties are unable to resolve the dispute at the meeting, or if a party fails to attend that meeting, then the parties shall, within ten (10) days, hold a meeting in the presence of a mediator.
(4) The mediator shall be-
(a) a person chosen by agreement between the parties; or
(b) in the absence of agreement-
(i) in the case of a dispute between a member and another member, a person appointed by the Committee of the Association; or
(ii) in the case of a dispute between a member and the Association, a person who is a mediator appointed or employed by the Dispute Settlement Centre of Victoria (Department of Justice).
(5) A member of the Association may be a mediator.
(6) The mediator may not be a member who is a party to the dispute.
(7) The parties to the dispute shall, in good faith, attempt to settle the dispute by mediation.
(8) The mediator, in conducting the mediation, shall
(a) give the parties to the mediation process every opportunity to be heard; and
(b) allow due consideration by all parties of any written statement submitted by any party;
and
(c) ensure that natural justice is accorded to the parties to the dispute throughout the
mediation process.
(9) The mediator shall not determine the dispute.
(10) If the mediation process does not result in the dispute being resolved, the parties may seek to resolve the dispute in accordance with the Act or otherwise at law.

11. (1) The Association shall in each calendar year convene an annual general meeting of its members.
(2) The Committee may determine the date, time and place of the annual general meeting of the Association, provided that the meeting is held before the end of November in the calendar year.
(3) The notice convening the annual general meeting shall specify that the meeting is an annual general meeting.
(4) The ordinary business of the annual general meeting shall be:
(a) to confirm the minutes of the previous annual general meeting and of any general meeting held since that meeting;
(b) to receive from the Committee reports upon the transactions of the Association during the last preceding financial year;
(c) to elect officers of the Association and ordinary members of the Committee; and
(d) to receive and consider the statement submitted by the Association in accordance with section 30(3) of the Act.
(5) The annual general meeting may conduct any special business of which notice was given in accordance with these Rules.
(6) The annual general meeting shall be in addition to any other general meeting that may be held in the same year.

12. (1) In addition to the annual general meeting, any other general meeting may be held in the same year.
(2) All general meetings other than the Annual General Meeting shall be called special general meetings.
(3) The Committee may, whenever it thinks fit, convene a special general meeting of the Association.
(4) If, but for this sub-rule, more than fifteen (15) months would elapse between annual general meetings, the Committee shall convene a special general meeting before the expiration of that period.
(5) The Committee shall, on the request in writing of members representing not less than five (5) percent of the total number of members, convene a special general meeting of the Association.
(6) The request for a special general meeting shall state the objects of the meeting, be signed by the members making the request and be sent to the address of the Secretary.
(7) The requisition may consist of several documents in a like form, each signed by one or more of the members making the requisition.
(8) If the Committee does not cause a special general meeting to be held within one (1) month after the date on which the request was sent to the address of the Secretary, the members making the request, or any of them, may convene a special general meeting to be held not later than three (3) months after that date.
(9) A special general meeting convened by members in accordance with this rule shall be convened in the same manner as far as possible as a meeting convened by the Committee and all reasonable expenses incurred in convening the meeting shall be refunded by the Association to the persons incurring the expenses.

13. (1) The Secretary of the Association, at least fourteen (14) days, or if a special resolution has been proposed at least twenty-one (21) days, before the date fixed for holding a general meeting of the Association, shall cause to be sent to each member of the Association a notice stating the place, date and time of the meeting and the nature of the business to be conducted at the meeting.
(2) Notice may be sent--
(a) by prepaid post to the address appearing in the register of members; or
(b) by facsimile transmission or
(c) by electronic transmission.
(3) No other business other than that set out in the notice convening the meeting shall be transacted at the meeting.
(4) A member desiring to bring any business before a meeting may give notice of that business in writing to the Secretary who shall include that business in the notice calling the next general meeting after the receipt of the notice.

14. (1) All business that is transacted at a special general meeting and all business that is transacted at the annual general meeting with the exception of that specially referred to in these Rules as being the ordinary business of the annual general meeting shall be deemed to be special business.
(2) No item of business shall be transacted at a general meeting unless a quorum of members entitled under these Rules to vote is present during the time when the meeting is considering that item.
(3) Five (5) members personally present (being members entitled under these Rules to vote at a general meeting) constitute a quorum for the transaction of the business of a general meeting.
(4) If within half an hour after the appointed time for the commencement of a general meeting, a quorum is not present,
(i) in the case of a meeting convened upon the request of members, the meeting shall be dissolved; and
(ii) in any other case, the meeting shall stand adjourned to the same day in the next week at the same time and (unless another place is specified by the chairperson at the time of the adjournment or by written notice to members given before the day to which the meeting is adjourned) at the same place.
(5) If at the adjourned meeting the quorum is not present within half an hour after the time appointed for the commencement of the meeting, the members present (being not less than three) shall be a quorum.

15. (1) The President, or in his absence, the Vice-President shall chair the meeting.
(2) If the President and the Vice-President are absent from a general meeting, the members present shall elect one of their number to chair the meeting.

16. (1) The chairperson of a general meeting at which a quorum is present may with the consent of the meeting adjourn the meeting from time to time and place to place.
(2) No business may be transacted at an adjourned meeting other than unfinished business from the meeting that was adjourned.
(3) Where a meeting is adjourned for fourteen (14) days or more, a notice of the adjourned meeting shall be given in accordance with Rule 13.
(4) Except as provided in sub-rule (3), it is not necessary to give notice of an adjournment or of the business to be transacted at an adjourned meeting.

17. (1) Upon any question arising at a general meeting of the Association, a member has one vote only.
(2) All votes shall be given personally or by proxy.
(3) In the case of an equality of voting on a question, the Chairperson of the meeting is entitled to exercise a second or casting vote.
(4) A member is not entitled to vote at any general meeting unless all monies due and payable by the member to the Association have been paid, including the amount of the annual membership fees payable in respect of the current financial year.

18. (1) A question arising at a general meeting of the Association shall be determined on a show of hands and, unless before or on the declaration of the show of hands, a poll is demanded, a declaration by the chairperson 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 Minute Book of the Association is evidence of the fact, without proof of the number or proportion of the votes recorded in favour of, or against, that resolution.

19. (1) If at a general meeting a poll on any question is demanded by not less than three (3) members, it shall be taken at that meeting in such manner as the chairperson may direct and the resolution of the poll shall be deemed to be a resolution of the meeting on that question.
(2) A poll that is demanded on the election of a chairperson or on a question of an adjournment shall be taken forthwith and a poll that is demanded on any other question shall be taken at such time before the close of the meeting as the chairperson may direct.

20. (1) Each member is entitled to appoint another member as his proxy by notice given to the Secretary no later than twenty-four (24) hours before the time of the meeting in respect of which the proxy is appointed.
(2) The notice appointing the proxy shall be in the form prescribed by the Committee.

21. (1) The affairs of the Association shall be managed by the Committee of Management constituted as provided in this Rule.
(2) The Committee
(a) shall control and manage the business and affairs of the Association;
(b) may, subject to these Rules, the Act and the Regulations, exercise all such powers and functions as may be exercised by the Association other than those powers and functions that are required by these Rules to be exercised by general meetings of the members of the Association;
(c) has the power, subject to these Rules, the Act and the Regulations, to perform all such acts and things as appear to the Committee to be essential for the proper management of the business and affairs of the Association.
(3) Subject to section 23 of the Act, the Committee shall consist of—
(a) the officers of the Association, and
(b) three ordinary members, each of whom shall be elected at the annual general meeting of the Association in each year.
(4) The Secretary shall serve as an ex-officio member of the Committee.

22. (1) The officers of the Association shall be
(a) a President;
(b) a Vice-President;
(c) a Treasurer.
(2) The provisions of rule 24, so far as they are applicable and with the necessary modifications, apply to and in relation to the election of persons to any of the offices referred to in sub-rule (1).
(3) Each officer of the Association shall hold office until the annual general meeting next after the date of his or her election but is eligible for re-election.
(4) In the event of a casual vacancy in any office referred to in sub-rule (1), the Committee may appoint one of its members to the vacant office and the member appointed may continue in office up to the conclusion of the annual general meeting next following the date of the appointment.

23. (1) Subject to these Rules, each ordinary member of the Committee shall hold office until the annual general meeting next after the date of election but is eligible for re-election.
(2) In the event of a casual vacancy occurring in the office of an ordinary member of the Committee, the Committee may appoint a member of the Association to fill the vacancy and the member appointed shall hold office, subject to these Rules, until the conclusion of the annual general meeting next following the date of the appointment.

24. (1) Nominations of candidates for election as officers of the Association or as ordinary members of the Committee shall be
(a) made in writing, signed by two members of the Association and accompanied by the written consent of the candidate (which may be endorsed on the form of nomination); and
(b) delivered to the Secretary of the Association not less than seven (7) days before the date fixed for the holding of the annual general meeting.
(2) A candidate may only be nominated for one office or as an ordinary member of the Committee, prior to the annual general meeting.
(3) If insufficient nominations are received to fill all vacancies on the Committee, the candidates nominated shall be deemed to be elected and further nominations may be received at the annual general meeting.
(4) If the number of nominations received is equal to the number of vacancies to be filled, the persons nominated shall be deemed to be elected.
(5) If the number of nominations exceeds the number of vacancies to be filled, a ballot shall be held.
(6) The ballot for the election of officers and ordinary members of the Committee shall be conducted at the annual general meeting in such manner as the Committee may direct.

25. (1) The office of an officer of the Association, or of an ordinary member of the Committee, becomes vacant if the officer or member
(a) ceases to be employed by a member of the Association; or
(b) becomes an insolvent under administration within the meaning of the Corporations Law;
or
(c) resigns from office by notice in writing given to the Secretary.

26. (1) The Committee shall meet at least four (4) times in each year at such place and such times as the Committee may determine.
(2) Special meetings of the Committee may be convened by the President or by any three (3) members of the Committee.

27. (1) Notice of each Committee meeting shall be given to each member of the Committee at least two (2) business days before the date of the meeting.
(2) Notice shall be given to members of the Committee of any special meeting specifying the general nature of the business to be conducted and no other business may be conducted at such a meeting.

28. (1) Any three (3) members of the Committee constitute a quorum for the conduct of the business of a meeting of the Committee.
(2) No business may be conducted unless a quorum is present.
(3) If within half an hour of the time appointed for the meeting a quorum is not present,
(i) in the case of a special meeting, the meeting lapses;
(ii) in any other case, the meeting shall stand adjourned to the same place and the same time and day in the following week.
(4) The Committee may act notwithstanding any vacancy on the Committee.

29. (1) At meetings of the Committee-
(a) the President or, in the President's absence, the Vice-President shall preside; or
(b) if the President and the Vice-President are both absent, or are unable to preside, the members present shall choose one of their number to preside.

30. (1) Questions arising at a meeting of the Committee, or at a meeting of any sub-Committee appointed by the Committee, shall be determined on a show of hands or, if a member requests, by a poll taken in such manner as the person presiding at that meeting may determine.
(2) Each member present at a meeting of the Committee, or at a meeting of any sub-Committee appointed by the Committee (including the person presiding at the meeting), is entitled to one vote and, in the event of an equality of votes on any question, the person presiding may exercise a second or casting vote.

31. (1) The Association in general meeting may, by resolution, remove any member of the Committee before the expiration of the member's term of office and appoint another member in his or her place to hold office until the expiration of the term of the first-mentioned member.
(2) A member who is the subject of a proposed resolution referred to in sub-rule (1) may make representations in writing to the Secretary or President of the Association (not exceeding a
reasonable length) and may request that the representations be provided to the members of the Association.
(3) The Secretary or the President may give a copy of the representations to each member of the Association or, if they are not so given, the member may require that they be read out at the meeting.

32. (1) The Secretary of the Association shall keep minutes of the resolutions and proceedings of each general meeting, and each Committee meeting, together with a record of the names of persons present at Committee meetings.

Funds

33. (1) The Treasurer of the Association shall-
(a) collect and receive all moneys due to the Association and make all payments authorised by the Association; and
(b) keep correct accounts and books showing the financial affairs of the Association with full details of all receipts and expenditure connected with the activities of the Association.
(2) All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments shall be signed by two members of the Committee.
(3) The funds of the Association shall be derived from entrance fees, annual subscriptions, donations and such other sources as the Committee determines.

34. (1) The common seal of the Association shall be kept in the custody of the Secretary.
(2) The common seal shall not be affixed to any instrument except by the authority of the Committee and the affixing of the common seal shall be attested by the signatures either of two members of the Committee or, of one member of the Committee and of the public officer of the Association.

35. (1) Except for the requirement in rule 13, any notice that is required to be given to a member, by on behalf of the Association, under these Rules may be given by-
(a) delivering the notice to the member personally; or
(b) sending it by prepaid post addressed to the member at that member's address shown in the register of members; or
(c) facsimile transmission; or
(d) electronic transmission.

36. (1) Upon the winding-up or dissolution of the Association, if there remains, after satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among members of the Association but shall be given or transferred to some other company or incorporated association having similar objects to the Association and which shall be prohibit the distribution of its income and property amongst its members to an extent at least as great as is imposed on the Association.

37. (1) Except as otherwise provided in these Rules, the Secretary shall keep in his or her custody or under his or her control all books, documents and securities of the Association.
(2) All accounts, books, securities and any other relevant documents of the Association shall be available for inspection free of charge by any member upon request.
(3) A member may make a copy of any accounts, books, securities and any other relevant documents of the Association.