AUSTRALIA AND NEW ZEALAND BANKING GROUP RETIRED OFFICERS’ CLUB (VIC)

CONSTITUTION

PRELIMINARY; The following Rules and By-Laws supersede and replace any Rules and By-laws now existing.

1. NAME –

The name of the Club shall be “ANZ Banking Group Retired Officers’ Club (Victoria)”

2. OBJECTS –

The objects of the Club shall be:

a. To foster fellowship and harmony among members

b. To do all such things as in the opinion of the Committee will contribute to the welfare and benefit of Retired Officers

c. To maintain a definite link with Australia and New Zealand Banking Group Ltd.

3. MEMBERSHIP -

Eligibility for membership shall vest in former employees of Australia and New Zealand Banking Group Limited, Australia and New Zealand Bank Limited, The English Scottish & Australian Bank Limited, Bank of Australasia, The Union Bank of Australia Limited, The Bank of Adelaide, and National Mutual Royal Bank Limited and have served the Bank for at least 5 years. Any applications from personnel of less than 5 years’ service will be individually considered by the Committee for approval or otherwise.

a. Any member who has rendered valuable service to the Club over a period of not less than 10 (ten) years may be elected a Life Member at either an Ordinary Meeting or an Annual General Meeting. The nomination for Life Membership shall be in writing by a proposer and seconder, both of whom shall be financial members of the Club. The nomination shall be lodged with the Secretary who shall notify members of its receipt in the notice of the next Ordinary Meeting or Annual General Meeting, as the case may be. Life Members shall enjoy the same rights and privileges and be subject to the same obligations as ordinary members, save they shall not be liable for the payment of an annual subscription.

b. Any member who shall attain the age of 80 years shall automatically be entitled to Honorary Membership for life and shall enjoy all the rights and privileges granted to an elected Life Member.

4. SUBSCRIPTION –

The subscription shall be such sum as may be decided upon by the members at the Annual General Meeting of the Club. The Financial Year shall commence on the 1st of October.

5. OFFICE BEARERS -

a. Patron: The Patron shall be the Chief Executive Officer of the Bank.

b. The Officers of the Club to be elected at the Annual General Meeting shall be: President, Vice-President, Secretary, and Treasurer

c. Committee: The committee shall consist of the elected officers, Immediate Past President, and up to 13 additional members, to be elected at each Annual General Meeting. Retiring Officers and Members of the Committee shall be eligible for re-election. The President shall be eligible for re-election if he or she wishes to serve a term of two years. All nominations for office must be by a proposer and seconder who have the consent of the nominee, and nominations in writing must be in the hands of the Secretary prior to the date of the Annual General Meeting.

The Committee may fill, until the next Annual General Meeting, any vacancies, which may occur among office bearers.

d. The position of any Committee member absent from three consecutive General or Committee meetings without an apology shall automatically become vacant.

6. AUDITOR -

At each Annual General Meeting a member of the Club, not being a member of the Committee shall be elected to serve as Auditor for the ensuing year. The auditor shall complete an audit of the accounts of the Club not later than fourteen days before the Annual General Meeting.

A vacancy occurring in the office of Auditor during the year shall be filled by the Committee.

7. MANAGEMENT -

The Committee shall manage all the affairs of the Club and in all matters, their decision shall be final, subject only to an appeal to the members at a Special General Meeting called in accordance with Section 9 hereof.

Any seven members of the Committee shall constitute a quorum at a committee meeting.

The Committee shall have the power to frame by-laws and regulations for the conduct of the Club and the duties of its various officers. Should any doubt arise as to the meaning or application of any by-law or regulation, the Committee shall have the power to decide the matter.

All monies received on behalf of the Club shall be banked in an account in the name of the Club, such account to be under the absolute control of the Committee and operations thereon to be as the Committee may from time to time determine.

Committee meetings shall be held as and when required to transact the business of the Club.

8. ANNUAL GENERAL MEETING -

The Annual General Meeting of members shall be held not later than the last day of November each year to receive the President’s report and The Treasurer’s audited statement for the previous 12 months ended on the last day of September, to elect Officers and Members of the Committee, and to discuss any matters relating to the affairs of the Club.

8. ANNUAL GENERAL MEETING - (Continued)

Notice of the Annual General Meeting shall be forwarded to each member not later than seven days before the date fixed for the Annual General Meeting.

9. SPECIAL GENERAL MEETING -

Special General Meetings of the Club may be called by the Committee or by a requisition signed by not less than 15 members addressed to the Secretary, such requisition to state the business proposed to be dealt with. The Committee shall fix the dates of Special General Meetings, which shall be held not more than twenty-one days after the date of receipt of such requisition. Notice of any Special General Meeting shall be advised to each member at least seven days before such a meeting.

10. MEETINGS -

Only Financial, Honorary, and Life Members shall be entitled to vote at any Annual General Meeting or Special General Meeting of the Club.

Ordinary meetings of the Club shall be held at times and places to be arranged by the Committee.

At Annual General Meetings and Special General Meetings, forty members shall constitute a quorum.

11. CHAIRMAN -

The President, or if absent, the Vice President, or if unavailable, the Immediate Past President shall be the Chairman at all meetings of members and all Committee meetings, but in the absence of all three, the members shall appoint a Chairman from amongst their number. The Chairman shall have an ordinary vote. In the event of an equality of votes, the Chairman shall have a casting vote.

12. INTERPRETATION AND REPEAL CLAUSE -

The Rules may be added to, repealed, or amended by resolution at an Annual General Meeting or a Special General Meeting, called in terms of Section 9. No such resolution shall be deemed to have been passed unless it is carried by a majority of not less than two-thirds of the members present and voting thereon. If such resolution is passed by the required majority it shall be binding on all members.

13. DISSOLUTION OF CLUB -

The Club may be dissolved by resolution carried by at least ¾ of the members present at a Special General Meeting of which 21 days’ notice in writing shall be given to members.

Upon dissolution, the property of the Club shall be realised and the nett proceeds, if any, distributed to, or between any deserving members or charity or charities as may be resolved at the said Special General Meeting.

A merger with another Retired Bank Officers’ Club shall not necessarily constitute a dissolution of the Club.