Articles

CONSTITUTION

OF

THE PAPUA NEW GUINEA

NEUTRAL INTERNET EXCHANGE

(PNGIX)

ASSOCIATION

CONSTITUTION OF THE PNG NEUTRAL INTERNET

EXCHANGE (PNGIX) ASSOCIATION

21.              Removal & Replacement of Member of the Com 14

Appendix 1 - Application for Membership of the PNGIX Association

Appendix 2 – PNG Neutral Internet Exchange Charter

Appendix 3 - Form of Appointment of Proxy

RULES

PART I - PRELIMINARY

1.                  NAME

1.1              The Papua New Guinea Neutral Internet Exchange Association or in short, the PNGIX Association is hereby established pursuant to the Associations Incorporation Act (Chapter No. 142).

1.2              The Papua New Guinea Neutral Internet Exchange Association (PNGIX Association or Association) will be duly incorporated as a voluntary non-profit organisation with the capacity to enter into contracts and to sue and be sued in its own name, and amongst others, powers to acquire, own or dispose of property.

2.                  OBJECTS AND PURPOSES

The objects and purposes of the Association are to:

2.1              establish and operate a neutral Internet Exchange Point known as the “PNGIX” and associated infrastructure in accordance with the principles set out in the PNG Neutral Internet Exchange Charter; and

2.2              Improve the quality and affordability of Internet services and to foster Internet development in Papua New Guinea; and

2.3              share information with regional and international bodies and to forge relationships and partnerships with a view to adopting best practices relating to the provision of Internet services in Papua New Guinea; and

2.4              host Internet related services for the use and benefit of members, the Internet community and Internet users in Papua New Guinea; and

2.5              oversee the daily operation, administration and management of the PNGIX; and

2.6              support and assist with research activity into Internet usage within Papua New Guinea; and

2.7              Take on Members and manage the Membership of the Association for the purpose of: -

(a)               generally overseeing the management and daily operations of the PNGIX; and

(b)               making decisions in respect of matters relevant to the functioning of the Association; and

(c)                making representations for and on behalf of the Association at relevant forums; and

(d)               acquiring and holding property, negotiating and concluding contracts, agreements and other binding transactions; for and on behalf of the Association, and

2.8              Carry out any other activities related to the operation of the

PNGIX.

3.                  INTERPRETATION

3.1              In these Rules, except in so far as the context or subject-matter otherwise indicates or requires:

"association"  means  this  association  as  incorporated  under  the

Associations Incorporation Act 1966 referred to in Rule 1;

“associate member” means a member of the Association other than a full member who is not entitled to vote at either the Annual General Meeting or Special General Meeting;

“Charter” means the PNG Neutral Internet Exchange Charter which contains the guiding principles designed to govern the behaviour of and relationship between users and members of the PNGIX;

“Committee” means the Committee of Management of the Association or in short, the Management Committee established pursuant to Rule 15;

“individual” means a natural person;

“Member” means any member of the Association including an associate member;

“NICTA”  means  the  National  Information  and  Communications

Technology Authority established under the NICT Act 2009 which is responsible for the regulation of activities in the ICT industry;

“neutral” means that each and every member of the PNGIX is equally entitled to participate in the use of the PNGIX, and that the PNGIX is not to be used by any one member to make profits;

"ordinary member" means a member of the Committee who is not an Office bearer;

“person” means a natural person or individual, or a corporation or corporate entity, and includes a properly constituted organisation;

“public officer” means a person appointed or employed by the Association to perform the functions of the public officer as prescribed under this Constitution;

“PNGIX ” means the neutral Internet Exchange facility established which is the subject of this Association and the Charter;

"secretary" means:

(a)               the person holding office under the Rules as the Secretary of the Association; or

(b)               where no such person holds that office, the Public Officer of the Association.

"special general meeting" means a general meeting of the Association other than an annual general meeting convened under Rule 27;

“special resolution” means a resolution which requires at least three quarters (75%) of the total votes cast to support it;

"the Act" means the Associations Incorporation Act (Chapter No. 142);

"the Regulation" means the Associations Incorporation Regulation made under the Act.

3.2              These Rules will be interpreted and applied in conjunction with and not in derogation of the PNG Neutral Internet Exchange Charter.

3.3              The provisions of the Interpretation Act 1975 apply to and in respect of these Rules in the same manner as those provisions would so apply if these Rules were an instrument made under the Act.

PART 2 – MEMBERSHIP

4             MEMBERSHIP TO BE VOLUNTARY

Membership to the Association is on a voluntary basis and a person may join and or resign their membership at any time in accordance with Rule 5, Rule 6 and Rule 7.

5.                  ELIGIBILITY FOR MEMBERSHIP

5.1              FULL MEMBERSHIP

(a)               A person is eligible to be a full member of this Association who:

(i)                 signs-up to the PNG Neutral Internet Exchange Charter (Appendix 2), and

(ii)              has the ability to make a connection to the PNGIX, and or

(iii)            otherwise holds a current operator‟s licence issued by NICTA, and

(iv)            duly completes and submits the Application for Membership of the Association (Appendix 1).

(b)               A person who is eligible under Clause 5.1 (a), and who has duly completed and submitted the form prescribed under Clause 5.1 (a)(iv) above and has paid up the requisite membership and subscription fees, becomes a full member of the Association upon receipt by the Secretary of their Application for Membership of the Association and accompanying fees.

(c)                The  Secretary  shall  enter  the  full  member‟s  name  into  the

Register of Members immediately upon receipt of their Application for Membership of the Association and payment of the requisite fees.

5.2              ASSOCIATE MEMBERSHIP

(a)               Any person who does not qualify for membership under Clause 5.1 (a) and (b) above but has signed the agreement to be bound by the principles of the Charter may become an associate member of the Association.

(b)               An associate member: -

(i)                 is not entitled to vote or does not have voting rights;

(ii)               may be elected to hold any of the Office bearers‟ positions other than that of the President or Vice President;

(iii)            is not allowed to connect to or procure a connection to the

PNGIX;

(iv)            is allowed to attend the meetings of the Association, have access to the mailing lists and participate in any other activities to promote the PNGIX and the Internet sector.

6.                  NOMINATION FOR ASSOCIATE MEMBERSHIP

6.1              A nomination of a person for Associate membership of the Association:

(a)               shall be made in writing by a full member of the Association and seconded by any other member of the Association in the form set out in Appendix 1 to these Rules; and

(b)               shall be lodged with the Secretary of the Association.

6.2              As soon as practicable after receiving a nomination for membership under this Rule, the Secretary shall refer the nomination to the Committee which shall determine whether to approve or to reject the nomination.

6.3              Where the Committee determines to approve a nomination for membership under this Rule, the Secretary shall, as soon as practicable after that determination, notify the nominee of that approval and request the nominee to pay within the period of one month after receipt by the nominee of the notification the sum payable under these Rules by an Associate member as the admission or entry fee.

6.4              The Secretary shall, on payment by the nominee of the amount referred to in Clause 6.3 within the period referred to in that clause, enter the nominee's name in the register of members as „Associate Member‟ and upon the name being so entered, the nominee becomes an Associate member of the Association.

7.                  CESSATION OF MEMBERSHIP

7.1              A person ceases to be a member of the Association if the person:

(a)               dies or ceases to exist;

(b)               resigns that membership; or

(c)                is expelled from the Association.

7.2              In such an event of Cessation of Membership, the member that has a connection to the PNGIX shall have their connection severed.

8.                  MEMBERSHIP ENTITLEMENTS NOT TRANSFERABLE

A right, privilege or obligation which a person has by reason of being a member of the Association:

(a)               is not capable of being transferred or transmitted to another person; and

(b)               terminates upon cessation of the person's membership.

9.                  RESIGNATION OF MEMBERSHIP

9.1              A member of the Association is not entitled to resign that membership except in accordance with this Rule.

9.2              A member of the Association who has paid all amounts due and payable to the Association in respect of their membership may resign such membership of the Association by giving notice (being not less than 1 month or not less than such other period as the Committee may determine in writing to the Secretary of the member's intention to resign and upon the expiration of the period of notice, the member ceases to be a member.

9.3              For the avoidance of doubt, a member of the Association who has not paid all fees and or subscriptions due under Clause 11 may resign only upon payment of all amounts due.

9.4              Where a member of the Association ceases to be a member pursuant to Clause 7.1 and in every other case where a member ceases to hold membership, the Secretary shall make an appropriate entry in the register of members recording the date on which the member ceased to be a member.

10.              REGISTER OF MEMBERS

10.1          The Public Officer of the Association shall establish and maintain a register of members of the Association specifying the name and address of each person that is a member of the Association together with the date on which the person became a member and the type of membership.

10.2          The register of members shall be kept at the principal place of administration of the Association and shall be open for inspection, free of charge, by any member of the Association at any reasonable hour.

11.              FEES AND SUBSCRIPTIONS

11.1          A member of the Association shall, upon admission or entry to membership, pay to the Association a fee as determined by the Committee or, where some other amount is determined from time to time by the Committee, that other amount.

11.2          In addition to any amount payable by the member under Clause 11.1, a full member of the Association shall pay to the Association an annual membership fee and other fees as may be determined by the Committee or, where some other amount is determined from time to time by the Committee, that other amount:

(a)               except as provided by paragraph (b), before 1 March in each calendar year; or

(b)               where the member becomes a member on or after 1 March in any calendar year, upon becoming a member and before 1 March in each succeeding calendar year.

11.3          In addition to any amount payable by the member under Clause 11.1, an associate member of the Association shall also pay to the Association an annual subscription fee that is much less than that of a full member.

12.              MEMBERS’ LIABILITIES

The liability of a member of the Association to contribute towards the payment of the debts and liabilities of the Association or the cost, charges and expenses of the winding up of the Association is limited to the amount, if any, unpaid by the member in respect of their membership of the Association as required by Rule 11.

13.              DISCIPLINING OF MEMBERS

13.1          Where the Committee is of the opinion that a member of the Association:

(a)               has persistently refused or neglected to comply with a provision or provisions of these Rules or the Charter; or

(b)               has persistently refused or neglected to comply with a provision or provisions of other laws and regulations of Papua New Guinea that undermines the purposes and objectives of the Association;

the Committee may, by resolution:

(i)                 suspend the member from membership of the Association for a specified period; or

(ii)              only in extreme cases and as a last resort, expel the member from the Association.

13.2          A resolution of the Committee under Clause 13.1 is of no effect unless the Committee, at a meeting held not earlier than fourteen (14) days and not later than one (1) month after service on the member of a notice under Clause 13.3, confirms the resolution in accordance with this Rule.

13.3          Where the Committee passes a resolution under Clause 13.1, the Secretary shall, as soon as practicable, cause a notice in writing to be served on the member:

(a)               setting out the resolution of the Committee and the grounds on which it is based;

(b)               stating that the member may address the Committee at a meeting to be held not earlier than fourteen (14) days and not later than one (1) month after service of the notice;

(c)                stating the date, place and time of that meeting; and

(d)              informing the member that the member may do either or both of the following:

(i)                 attend and speak at that meeting;

(ii)              submit to the Committee at or prior to the date of that meeting written representations relating to the resolution.

13.4          At a meeting of the Committee held as referred to in Clause 13.3, the Committee shall:

(a)               give to the member an opportunity to make oral representations;

(b)               give due consideration to any written representations submitted to the Committee by the member at or prior to that meeting; and

(c)                by resolution determine whether to confirm or to revoke the resolution.

13.5          Where the Committee confirms a resolution under Clause 13.4, the Secretary shall, within seven (7) days after that confirmation, by notice in writing inform the member of the fact and of the member's right of appeal under Rule 14.

13.6          A resolution confirmed by the Committee under Clause 13.4 does not take effect:

(a)               until the expiration of the period within which the member is entitled to appeal against the resolution where the member does not exercise the right of appeal within that period; or

(b)               where, within that period, the member exercises the right of appeal unless and until the Association confirms the resolution pursuant to Clause 14.4.

14.              RIGHT OF APPEAL OF DISCIPLINED MEMBER

14.1          A member may appeal to the Association in a general meeting against a resolution of the committee which is confirmed under Clause 13.4 within seven (7) days after notice of the resolution is served on the member by lodging with the Secretary a notice to that effect.

14.2          Upon receipt of a notice from a member under Clause 14.1, the Secretary shall notify the Committee which 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.

14.3          At a general meeting of the Association convened under Clause 14.2:

(a)               no business other than the question of the appeal shall be transacted;

(b)               the Committee and the member shall be given the opportunity to state their respective cases orally or in writing or both; and

(c)                the members present shall vote by secret ballot on the question of whether the resolution should be confirmed or revoked.

14.4          If at the general meeting the Association passes a special resolution in favour of the confirmation of the resolution, the resolution is confirmed.

PART 3 - THE COMMITTEE

15.              POWERS, ETC OF THE COMMITTEE

The Committee shall be called the Management Committee of the Association and subject to the Charter, the Act, the Regulations, these Rules and to any resolution passed by the Association in general meetings:

(a)               shall control and manage the affairs of the Association;

(b)               may exercise all such functions as may be exercised by the Association other than those functions that are required by these Rules to be exercised by a general meeting of members of the Association; and

(c)                has power to perform all such acts and do all such things as appear to the Committee to be necessary or desirable for the proper management of the affairs of the Association including but not limited to:

(i)                 the development of technical standards that members must meet in order to connect to the IXP and for routing traffic;

(ii)              the development of an operational policy or guideline outlining the procedures governing the daily operations and management of the

PNGIX;

(iii)            the Committee reserves the right to review and redraft these standards, policy and guidelines which are subject to prior approval by the Annual General Meeting of the Members or a Special General Meeting to take immediate effect, governing all members;

(iv)            the imposition of membership, entry and or subscription fees for members and other users in Papua New Guinea to enable the Association to sustain its operation of the PNGIX;

(v)               to source funding, support, resources or otherwise undertake any form of fundraising or resource mobilisation, for the sustenance and management of the operations of the Association;

(vi)            to appoint and engage employees or seek other services as may be required by the Association and determine the remuneration to such employees or for such services;

(vii)           the opening of bank account(s) in the name of the Association and accepting and endorsing cheques and other negotiable financial instruments for the functions and purposes of the Association;

(d)              The powers in (c) above will be vested in and exercised by the Committee.

(e)                All contracts and other documents binding the Association shall be signed under seal jointly by the President and the Secretary with the approval of the Committee. In the event of their absence, the Vice President shall sign on behalf of the President with the Secretary.

16.              CONSTITUTION AND MEMBERSHIP

16.1          The Committee shall consist of:

(a)               the Office bearers of the Association; and

(b)               an ordinary member nominated from each full member of the Association,

each of whom shall be elected at the annual general meeting of the Association pursuant to Rule 17 (B).

16.2          The Office bearers of the Association shall be:

(a)               the President;

(b)               the Vice President;

(c)                the Treasurer; and

(d)              the Secretary.

16.3          Each member of the Committee shall, subject to these Rules, hold office until the conclusion of the annual general meeting in the subsequent year following the date of the member's election, and is eligible for re-election.

16.4          Notwithstanding Clause 16.3, the full member represented by individuals holding the positions of the President and Vice President are not eligible for re-election after serving one consecutive term; in which case, they may be considered for re-election to the said offices after the lapse of two (2) years following their last term in office.

16.5          In the event of a casual vacancy occurring in the membership of the Committee, the Committee may appoint a member of the Association to fill the vacancy and the member so appointed shall hold office, subject to these Rules, until the conclusion of the next annual general meeting following the date of the appointment.

17.              ELECTION OF MEMBERS

(A)             Office Bearers

17.1          Nominations of candidates for election as Office bearers of the Association:

(a)               shall be made in writing, signed by two (2) members of the Association and accompanied by the written consent of the candidate (which may be endorsed on the form of nomination); and

(b)               shall be 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 at which the election is to take place.

17.2          If insufficient nominations are received to fill all vacancies on the Committee, the candidates nominated shall be deemed to be elected with effect from the conclusion of the relevant annual general meeting and further nominations in respect of the unfilled vacancies shall be received at the annual general meeting.

17.3          If insufficient further nominations are received, any vacant positions remaining on the Committee after the conclusion of the annual general meeting shall be deemed to be casual vacancies.

17.4          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 with effect from the conclusion of the annual general meeting.

17.5          If the number of nominations received exceeds the number of vacancies to be filled, a ballot shall be held.

17.6          The ballot for the election of Office bearers of the Committee shall be conducted at the annual general meeting in such usual and proper manner as the Committee may direct.

17.7          A nomination of a candidate for election under this Rule is not valid if that candidate has been nominated for election to another office at the same election.

17.8          A full member who is represented by an Office bearer shall not nominate an ordinary member under (B).

(B)Ordinary Members

17.9          The nomination of ordinary members of the Committee: -

(a)               shall be made in writing, and accompanied by the written consent of the candidate; and

(b)               shall be 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 at which the election is to take place.

17.10      The nomination of an ordinary member shall be presented and endorsed in the annual general meeting following the conclusion of the election for Office bearers.

18.              SECRETARY

18.1          The Secretary of the Association shall, as soon as practicable after being appointed as Secretary, lodge notice with the Association of his or her address.

18.2          It is the duty of the Secretary to keep minutes of:

(a)               all appointments of Office bearers and members of the Committee;

(b)               the names of members of the Committee present at a Committee meeting or a general meeting; and

(c)                all proceedings at Committee meetings and general meetings.

18.3          Minutes of proceedings at a meeting shall be signed by the chairperson of the meeting or by the chairperson of the next succeeding meeting.

19.              TREASURER

It is the duty of the Treasurer of the Association to ensure that:

(a)               all money due to the Association is collected and received and that all payments authorised by the Association are made; and

(b)               correct books and accounts are kept showing the financial affairs of the Association including full details of all receipts and expenditure connected with the activities of the Association.

20.         CASUAL VACANCIES

20.1          For the purposes of these Rules, a casual vacancy in the office of a member of the Committee occurs:

(a)               where the member dies or

(b)               where the corporation or organisation represented by the member, ceases to exist;

(c)                where the corporation or organisation represented by the member, ceases to be a member of the Association;

(d)              where the corporation or organisation represented by the member, becomes insolvent under administration within the meaning of the Insolvency Act;

(e)               where the member resigns office by notice in writing given to the Secretary;

(f)                 where the member resigns their employment with the corporation or organisation represented by the member;

(g)               where the member is removed from office under Rule 21;

(h)               where the member becomes of unsound mind or a person who is, or whose estate is liable to be dealt with in any way under the law relating to mental health; or

(i)                 where the member is absent without the consent of the Committee from all meetings of the Committee held during a period of six (6) months.

21.              REMOVAL AND REPLACEMENT OF MEMBER OF THE

COMMITTEE

21.1          The Association in a general meeting may by resolution remove any member of the Committee before the expiration of the member's term and may by resolution appoint another person from the relevant corporate entity in replacement of and to complete the term of the member so removed.

21.2          Where a member of the Committee to whom a proposed resolution referred to in Clause 21.1 relates makes representations in writing to the Secretary or President (not exceeding a reasonable length) and requests that the representations be notified to the members of the Association, the Secretary or the President may send a copy of the representations to each member of the Association or, if they are not so sent, the member is entitled to require that the representations be read out at the meeting at which the resolution is considered.

22.              MEETING AND QUORUM

22.1          The Committee shall meet at least three (3) times, once in every quarter in each period of twelve (12) months at such place and time as the Committee may determine.

22.2          Additional meetings of the Committee may be convened by the President or by any member of the Committee.

22.3          Written notice of a meeting of the Committee shall be given by the Secretary to each member of the Committee at least three (3) days (or such other period as may be unanimously agreed upon by the members of the Committee) before the time appointed for the holding of the meeting.

22.4          Notice of a meeting given under Clause 21.3 shall specify the general nature of the business to be transacted at the meeting and no business other than that business shall be transacted at the meeting except business which the Committee members present at the meeting unanimously agree to treat as urgent business.

22.5          Fifty percent (50%) of the total membership of the Committee constitute a quorum for the transaction of the business of a meeting of the Committee.

22.6          No business shall be transacted by the Committee unless a quorum is present and if within half an hour of the time appointed for the meeting a quorum is not present, the meeting stands adjourned to the same place and at the same hour of the same day in the following week.

22.7          If at the adjourned meeting a quorum is not present within half an hour of the time appointed for the meeting, the meeting shall be dissolved.

22.8          At a meeting 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 absent or unwilling to act, such one of the remaining members of the Committee, as may be chosen by the members present at the meeting, shall preside.

23.              DELEGATION BY COMMITTEE TO SUB-COMMITTEE

23.1          The Committee may, by instrument in writing, delegate to one or more sub-committees (consisting of such member or members of the Association as the Committee thinks fit) the exercise of such of the functions of the Committee as are specified in the instrument, other than:

(a)               this power of delegation; and

(b)               a function which is a duty imposed on the Committee by the Act or by any other law.

23.2          A function the exercise of which has been delegated to a sub-Committee under this Rule may, while the delegation remains unrevoked, be exercised from time to time by the sub-committee in accordance with the terms of the delegation.

23.3          A delegation under this section may be made subject to such conditions or limitations as to the exercise of any function the subject thereof, or as to time or circumstances, as may be specified in the instrument of delegation.

23.4          Notwithstanding any delegation under this Rule, the Committee may continue to exercise any function delegated.

23.5          Any act or thing done or suffered by a sub-committee acting in the exercise of a delegation under this Rule has the same force and effect as it would have if it had been done or suffered by the Committee.

23.6          The Committee may, by instrument in writing, revoke wholly or in part any delegation under this Rule.

23.7          A sub-committee may meet and adjourn as it thinks proper.

24.              DECISIONS AND VOTING

24.1          Decisions of the Committee shall be taken by consensus.

24.2          In exceptional circumstances, where decisions cannot be reached by consensus under Clause 24.1, they may be determined: -

(a)               by a majority of the votes of members of the Committee present at the meeting;

(b)               with the exception of Associate Members, each member present at a meeting of the Committee is entitled to one vote;

(c)                in the event of an equality of votes on any decision, Clause 24.1 shall apply.

24.3          Subject to Clause 20.1, the Committee may act notwithstanding any vacancy on the Committee.

24.4          Any act or thing done or suffered, or purporting to have been done or suffered, by the Committee is valid and effectual notwithstanding any defect that may afterwards be discovered in the appointment or qualification of any member of the Committee.

PART 4 - GENERAL MEETINGS

25.              HOLDING OF ANNUAL GENERAL MEETINGS

25.1          With the exception of the first annual general meeting of the Association, the Association shall, at least once in each calendar year and within the period of 6 months after the expiration of each financial year of the Association, convene an annual general meeting of its members.

25.2          The Association shall hold its first annual general meeting:

(a)               within the period of eighteen (18) months after its incorporation under the Act; and

(b)               within the period of six (6) months after the expiration of the first complete financial year of the Association.

26.              CALLING OF AND BUSINESS AT ANNUAL GENERAL

MEETINGS

26.1          The annual general meeting of the Association shall, subject to the Act and to Rule 25, be convened on such date and at such place and time as the Committee thinks fit.

26.2          In addition to any other business which may be transacted at an annual general meeting, the business of an annual general meeting shall be:

(a)               to confirm the minutes of the last preceding annual general meeting and of any special general meeting held since that meeting;

(b)               to receive from the Committee reports upon the activities of the Association during the last preceding financial year;

(c)                to elect Office bearers of the Association and endorse ordinary members of the Committee;

(d)              to receive and consider the completed accounts of the Association; and

(e)               to appoint an auditor of the Association.

26.3          An annual general meeting shall be specified as such in the notice convening it.

27.              CALLING OF SPECIAL GENERAL MEETINGS

27.1          The Committee may, whenever it thinks fit, convene a special general meeting or extra-ordinary meeting of the Association.

27.2          The Committee shall, on the requisition in writing of a minimum of three (3) members, convene a special general meeting of the Association.

27.3          A requisition of members for a special general meeting:

(a)               shall state the purpose or purposes of the meeting;

(b)               shall be signed by the members making the requisitions;

(c)                shall be lodged with the Secretary; and

(d)              may consist of several documents in a similar form, each signed by one or more of the members making the requisition.

27.4          If the Committee fails to convene a special general meeting to be held within one (1) month after the date on which a requisition of members for the meeting is lodged with the Secretary, any one or more of the members who made the requisition may convene a special general meeting to be held not later than three (3) months after that date.

27.5          A special general meeting convened by a member or members as referred to in Clause 27.4 shall be convened as nearly as is practicable in the same manner as general meetings are convened by the Committee and any member who thereby incurs expense is entitled to be reimbursed by the Association for any expense so incurred.

28.              NOTICE

28.1          Except where the nature of the business proposed to be dealt with at a general meeting requires a special resolution of the Association, the Secretary shall, at least (fourteen) 14 days before the date fixed for the holding of the general meeting, cause to be sent by email or prepaid post or facsimile to each member at the member's contact address appearing in the register of members, a notice specifying the place,

date and time of the meeting and the nature of the business proposed to be transacted at the meeting.

28.2          Where the nature of the business proposed to be dealt with at a general meeting requires a special resolution of the Association, the Secretary shall, at least twenty one (21) days before the date fixed for the holding of the general meeting, cause notice to be sent to each member in the manner provided in Clause 28.1 specifying, in addition to the matter required under Clause 28.1, the intention to propose the resolution as a special resolution.

28.3          No business other than that specified in the notice convening a general meeting shall be transacted at the meeting except, in the case of an annual general meeting, business which may be transacted pursuant to Clause 26.2.

28.4          A member desiring to bring any business before a general meeting may give notice in writing of that business to the Secretary who shall include that business in the next notice calling a general meeting given after receipt of the notice from the member.

29.              PROCEDURE

29.1          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 the meeting is considering that item.

29.2          Seventy five percent (75%) of the total membership of the Association present in person (being members entitled under these Rules to vote at a general meeting) constitutes a quorum for the transaction of the business of a general meeting.

29.3          If within half an hour after the appointed time for the commencement of a general meeting a quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved and in any other case shall stand adjourned to the same day in the following week at the time and (unless another place is specified at the time of the adjournment by the person presiding at the meeting or communicated by written notice to members given before the day to which the meeting is adjourned) at the same place.

29.4          If at the adjourned meeting a 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 half of the total membership of the Committee or the Association whichever the case may be, shall constitute a quorum.

30.              PRESIDING MEMBER

30.1          The President or, in the president's absence, the Vice President, shall preside as chairperson at each general meeting of the Association.

30.2          If the President and the Vice President are absent from a general meeting or unwilling to act, the members present shall elect one of their number with full membership to preside as chairperson at the meeting.

31.              ADJOURNMENT

31.1          The chairperson of a general meeting at which a quorum is present may, with the consent of the majority of members present at the meeting, adjourn the meeting from time to time and place to place, but no business shall be transacted at an adjourned meeting other than the business left unfinished at the meeting at which the adjournment took place.

31.2          Where a general meeting is adjourned for fourteen (14) days or more, the Secretary shall give written or oral notice of the adjourned meeting to each member of the Association stating the place, date and time of the meeting and the nature of the business to be transacted at the meeting.

31.3          Except as provided in Clauses 31.1 and 31.2, notice of an adjournment of a general meeting or of the business to be transacted at an adjourned meeting is not required to be given.

32.              MAKING OF DECISIONS

32.1          A decision at a general meeting of the Association shall be determined as follows: -

(a)               by consensus ; or

(b)               if a decision is not reached under (a), 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, or 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.

32.2          At a general meeting of the Association, a poll may be demanded by the chairperson or by not less than three (3) members present in person or by proxy at the meeting.

32.3          Where a poll is demanded at a general meeting, the poll shall be taken:

(a)               immediately in the case of a poll which relates to the election of the chairperson of the meeting or to the question of an adjournment; or

(b)               in any other case, in such manner and at such time before the close of the meeting as the chairperson directs, and the resolution of the poll on the matter shall be deemed to be the resolution of the meeting on that matter.

32.4          If the decision to be taken by the Association at a general meeting relates to the election of office bearers, the provisions of Rule 17 (A) will apply.

33.              SPECIAL RESOLUTION

33.1          Where a decision of the Association is to be made by way of a Special Resolution, the resolution must be passed by a majority which

comprises at least or not less than seventy five percent (75%) of such members of the Association as, being entitled under these Rules so to do, voting in person or by proxy at a general meeting of which not less than twenty one (21) days' written notice specifying the intention to propose the resolution as a special resolution was given in accordance with these Rules.

33.2          A special resolution will be required to decide on matters affecting the fundamental business of the Association, including: -

(a)               changing the purpose and objects of the Association; or

(b)               changing the name of the Association; or

(c)                amending the Constitution of the Association; or

(d)              the voluntary winding up of the Association.

34.              VOTING

34.1          Where voting is required at a general meeting of the Association, a full member has one vote only.

34.2          All votes shall be given personally or by proxy.

34.3          In the case of an equality of votes on a question at a general meeting, a decision shall be taken by consensus.

34.4        A full member is not entitled to vote at any general meeting of the Association unless all money due and payable by the full member to the Association has been paid, other than the amount of the annual subscription payable in respect of the then current year.

35.         APPOINTMENT OF PROXIES

35.1      Each full member shall be entitled to appoint another representative as proxy by notice given to the Secretary no later than 24 hours before the time of the meeting in respect of which the proxy is appointed.

35.2      The notice appointing the proxy shall be in the form set out in Appendix 3 to these Rules.

36.         RESOLUTIONS

A resolution of the Association can only be made at a meeting of the Association.

PART 5 - MISCELLANEOUS

37.              SOURCE OF FUNDS

37.1          The funds of the Association shall be derived from entrance fees and annual subscriptions of members, donations and, subject to any resolution passed by the Association in general meeting, such other sources as the Committee determines.

37.2          All money received by the Association shall be deposited as soon as practicable and without deduction to the credit of the Association's bank account.

37.3          The Association shall, as soon as practicable after receiving any money, issue an appropriate receipt.

38.              MANAGEMENT OF FUNDS

38.1          Subject to any resolution passed by the Association in general meeting, the funds of the Association shall be used in pursuance of the objects of the Association in such manner as the Committee determines.

38.2          All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments shall be signed by any two (2) office bearers of the Association, or employees of the Association, being members or employees authorised to do so by the Committee.

39.              ALTERATION OF OBJECTS AND PURPOSES AND RULES

The objects and purposes of the Association stated at Rule 2, these Rules and other instruments made by the Association may be amended, rescinded or added to only by a special resolution of the Association or a decision taken by at least seventy five percent (75%) of the membership of the Association.

40.         AUDIT AND ACCOUNTS

40.1          The financial affairs of the Association shall be audited at least once in every period of twelve (12) months by the auditor appointed by the Annual General Meeting.

Powers and duties of the Auditor

40.2          The Auditor shall:-

(a)          certify to the correctness of the financial statements or the profit and loss account;

(b)         have free access to all books of accounts and records of the association;

(c)          inspect and audit the accounts and records of financial transactions and draw the attention to the Committee to any irregularities;

(d)         state in his or her report in his or her opinion whether:-

(i)       the financial statements or the profit and loss account are properly draw up so as to give a fair view of the association‟s financial affairs;

(ii)    that the books of accounts and other records examined by him or her have been properly kept; and

(iii)  that he or she has obtained all the information and explanations he or she required.

40.3          The Auditor may be removed from office by a special resolution of the association at a general meeting or at the expiration of his or her tenure of office.

41.              COMMON SEAL

41.1          The common seal of the Association shall be kept in the custody of the Public Officer.

41.2          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 in accordance with Clause 15(e) of these Rules.

41.3          The Common Seal of the Association shall:-

(a)               bear the name of the Association in full;

(b)               state that it is the common seal; and

(c)                subject to the Act, be in a form, size and shape as approved by the Committee from time to time.

42.              CUSTODY OF BOOKS, ETC

Except as otherwise provided by these Rules, the Secretary shall keep in his or her custody or under his or her control all records, books and other documents relating to the Association.

43.              INSPECTION OF BOOKS, ETC

The records, books and other documents of the Association shall be open to inspection, free of charge, by a member of the Association at any reasonable hour on a business day.

44.              SERVICE OF NOTICES

44.1          For the purpose of these Rules, a notice may be served by or on behalf of the Association upon any member either personally or by sending it by post to the member at the member's address shown in the register of members.

44.2          Where a document is sent to a person by properly addressing, prepaying and posting to the person a letter containing the document, the document shall, unless the contrary is proved, be deemed for the purposes of these Rules to have been served on the person at the time at which the letter would have been delivered in the ordinary course of post.

APPENDIX 1

(Rule 5)

APPLICATION FOR MEMBERSHIP OF THE PNG IX ASSOCIATION

PART A: FULL MEMBER

I (name of corporate entity/name of organisation/individual),

.............................................................................................…………………………….

(full name of applicant)

of

..........................................................................................................................................

(address)

..........................................................................................................................................

(insert category of internet service provided) / (if an individual, insert occupation) / (insert description of organisation/corporation if not an ISP)

hereby apply to become a member of the above named incorporated Association. In the event of our/my admission as a member, we/I agree to be bound by the Rules of the Association for the time being in force.

......................................................

(Duly authorised name & signature of Applicant or name & signature of Applicant)

Date: ..................................

PART B: NOMINATION FOR ASSOCIATE MEMBER

I, .............................................................................. (insert name of full member corporation/organisation/individual), a member of the Association, nominate

…………………………………………………….. (the applicant name), that is or who is personally known to me, for associate membership of the Association.

....................................................

(Signature of Proposer)

Date: .................................

I, ................................................................................., a member of the Association,

(insert name of other full member)

second the nomination of the applicant, that is or who is personally known to me, for associate membership of the Association.

....................................................

(Signature of Seconder)

Date: ................................

APPENDIX 2

(Rule 5.1)

PNG NEUTRAL INTERNET EXCHANGE CHARTER

APPENDIX 3

(Rule 35.2)

FORM OF APPOINTMENT OF PROXY

I, ..............................................................................................................................…

(name of full member)

of .................................................................................................................................

(address)

being a member of the PNG Neutral Internet Exchange Association

hereby appoint ........................................................................................................…

(full name of proxy)

as our/my proxy to vote for us/me at the annual general meeting of the Association (annual general meeting or special general meeting, as the case

*                     Our/my proxy is authorised to take decisions and or vote in place of our/my duly elected/endorsed representative to the Association.

....................................................

Authorised signature of full member appointing proxy

Date: .........................................