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Muaythai Australia Inc Constitution Version: 12th April 2019. Amendment of Executive Council approved at 2019 AGM. Para 14. Muaythai Australia Inc is: The peak body for Muaythai in Australia, as recognised by the Australian Sports Commission. The only approved National Sporting Organisation (NSO) for Muaythai competition. A National Sporting Organisation (NSO) that is registered as a Not For Profit Incorporated Association. The MTA is the national body that represents the International Federation of Muaythai (IFMA) and is the only Muaythai organisation with IOC recognition. For further information, please go to: www.muaythaiaustralia.com.au or email [email protected]

CONSTITUTION of MUAYTHAI AUSTRALIA INC. · badges, medallions and certificates and award trophies to successful members; (m) promote the health and safety of members; (n) encourage

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Page 1: CONSTITUTION of MUAYTHAI AUSTRALIA INC. · badges, medallions and certificates and award trophies to successful members; (m) promote the health and safety of members; (n) encourage

Muaythai Australia Inc

Constitution

Version: 12th April 2019. Amendment of Executive Council approved at 2019 AGM. Para 14. Muaythai Australia Inc is:

• The peak body for Muaythai in Australia, as recognised by the Australian Sports Commission.

• The only approved National Sporting Organisation (NSO) for Muaythai competition.

• A National Sporting Organisation (NSO) that is registered as a Not For Profit Incorporated Association.

• The MTA is the national body that represents the International Federation of Muaythai (IFMA) and is the only Muaythai organisation with IOC recognition.

• For further information, please go to: www.muaythaiaustralia.com.au or email [email protected]

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_____________________________________________________________________________________________

1. Name of the Federation

The name of the Federation is Muaythai Australia Incorporated (Federation).

2. Purposes of the Federation

The purposes for which the Federation is established are to:

(a) create a single uniform entity through and by which the sport and the art of Muaythai can be conducted,

promoted and administered in and throughout Australia;

(b) provide for the conduct, encouragement, promotion and administration of Muaythai through and by

various State organisations;

(c) affiliate and otherwise liaise with the World Muaythai Council, International Federation of Muaythai

Amateur, the Australian Sports Commission and the Australian Olympic Council in the pursuit of these

purposes and the art of Muaythai;

(d) conduct, encourage, promote, advance, standardise and develop Muaythai in Australia;

(e) ensure that a high standard of Muaythai is maintained;

(f) develop a sense of sportsmanship and a high degree of proficiency in practitioners of Muaythai;

(g) enable practitioners to achieve a high level of physical and mental fitness through the teaching and

practice of Muaythai;

(h) use and protect the Intellectual Property, of the Federation including but not limited to logos,

trademarks, copyright and names in any equipment, product, publication or event developed by the

Federation;

(i) collect, distribute and publish information in connection with Muaythai and international tournaments

and competitions;

(j) strive for Governmental, commercial and public recognition of the Federation and Muaythai;

(k) promulgate, and secure uniformity in, such Rules and Regulations as may be necessary for the

management and control of Muaythai and related activities;

(l) further develop the Federation into an organised institution and with these purposes in view, to foster,

regulate, organise and manage examinations, competitions, displays and other activities and to issue

badges, medallions and certificates and award trophies to successful members;

(m) promote the health and safety of members;

(n) encourage members to realise their potential and athletic abilities by extending to them the opportunity

of education and participation in Muaythai;

(o) encourage and promote performance-enhancing drug free competition; and

(p) undertake and or do all such things or activities which are necessary, incidental or conducive to the

advancement of these purposes.

CONSTITUTION

of MUAYTHAI AUSTRALIA INC.

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3. Powers of the Federation

Solely for furthering the purposes set out above the Federation has power to:

(a) acquire by purchase, exchange or otherwise, whether for an estate in fee simple or for any less estate,

lands, tenements or hereditaments of any tenure whether subject or not to any charges or encumbrances

and to erect, replace, maintain, reconstruct, adapt and furnish any offices or other buildings thereon and

to sell, let, alienate, mortgage, charge or deal with all or any such lands, tenements or hereditaments or

any part of them;

(b) purchase, take on lease or in exchange or otherwise acquire any real or personal estate which may be

deemed necessary or convenient for any of the purposes of the Federation and to sell, manage, lease,

mortgage, give in exchange, dispose of or otherwise deal with the same or any part thereof;

(c) construct, maintain and alter any houses, buildings or works necessary or convenient for the purposes of

the Federation;

(d) borrow and raise money in such manner as the Federation may think fit;

(e) raise or borrow money on bonds or mortgage or other security of any property held for or on behalf of

the Federation or without any such security and upon such terms as the Council shall think fit;

(f) receive money on deposit with or without allowance of interest thereon;

(g) invest any monies of the Federation, not immediately required for the purposes of the Federation, in such

manner as may from time to time be determined by the Federation;

(h) do all or any of the matters authorised either alone or in conjunction with any person, company or

unincorporated body or by or through any factors, trustees or agents;

(i) take any gift of property whether subject to any special trust or not for any one or more of the purposes

of the Federation;

(j) take such steps by personal or written appeals, public meetings or otherwise as may from time to time be

deemed expedient for the purposes of procuring contributions to the funds of the Federation in the

shape of donations, annual subscriptions or otherwise;

(k) print and publish any newspapers, periodicals, books or leaflets that the Federation may think desirable

for the promotion of its purposes;

(l) appoint, hire, employ, remove, replace or reinstate secretaries, managers, servants, employees and other

persons in and for the carrying out the purposes of the Federation and to pay them in return for services

rendered to the Federation, salaries, wages and gratuities;

(m) subscribe to any charities and to grant donations for any public purpose;

(n) produce, develop, create, licence and otherwise exploit, use and protect such Intellectual Property,

including but not limited to logos, trademarks, copyright and names in any product, publication or event

of the Federation;

(o) establish and maintain corporate entities to carry on and conduct the business affairs and undertakings,

or any aspect thereof, of the Federation and for that purpose, utilise any of the assets of or held on behalf

of the Federation;

(p) promote any other person or company for any purpose calculated to benefit the Federation;

(q) purchase or otherwise acquire and undertake all or any part of the property, assets, liabilities and

engagements of any one or more of the companies, institutions, societies or Federations whose activities

or purposes are similar to those of the Federation or generally for any purpose calculated to benefit the

Federation;

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(r) take and effect insurance; and

(s) do all such acts and things as are incidental, conducive or subsidiary to all or any of the purposes of the

Federation.

4. Income

(a) Income and property of the Federation shall be derived from such sources as the Council determines from

time to time.

(b) The income and property of the Federation shall be applied solely towards the promotion of the purposes

of the Federation as set forth in this Statement of Purposes.

(c) No portion of the income or property of the Federation shall be paid or transferred, directly or indirectly

by way of dividend, bonus or otherwise to any Member or member.

(d) Nothing in this clause shall prevent payment in good faith of or to any Member for: (i) any services

actually rendered to the Federation whether as an employee, Councilor or otherwise; (ii) goods supplied

to the Federation in the ordinary and usual course of operation; (iii) interest on money borrowed from

any Member; (iv) rent for premises demised or let by any Member to the Federation; (v) any out-of-

pocket expenses incurred by the Member on behalf of the Federation; provided that any such payment

shall not exceed the amount ordinarily payable between ordinary commercial parties dealing at arm’s

length in a similar transaction.

5. Liability of Members

The liability of the Members of the Federation is limited.

6. Interpretation Clause

(a) The specification of the purposes of the Federation in clause 2, and the powers in clause 3, of this

Statement, are not in any particular order and are not to be construed so as to lead to the construction

that any object or power is more important than any other object or power nor than any purpose or

power which is specified in detail is more important than any purpose or power which has not been

specified in detail, and no particular purpose or power will be limited by reference to any other and the

rule of construction known as the ejusdem generis rule shall not apply.

(b) If any provision of this Statement or any phrase contained in it is invalid or unenforceable in any

jurisdiction, the phrase or provision is to be read down for the purpose of that jurisdiction, if possible so

as to be valid and enforceable, and otherwise shall be severed to the extent of the invalidity or

unenforceability, without affecting the remaining provisions of this Statement or affecting the validity or

enforceability of that provision in any other jurisdiction.

(c) In this Statement:

(i) words importing the singular include the plural and vice versa;

(ii) words importing any gender include the other genders;

(iii) references to persons include corporations and bodies politic;

(iv) references to a person include the legal personal representatives, successors and permitted

assigns of that person;

(v) a reference to a statute, ordinance code or other law includes regulations and other statutory

instruments under it and consolidations, amendments, re-enactments or replacements of any of

them (whether of the same or any legislative authority having jurisdiction);

(vi) words and phrases defined in the Rules of the Federation will apply to this Statement, unless the

context otherwise requires.

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RULES of MUAYTHAI AUSTRALIA INC.

_____________________________________________________________________________________________

PART I – INTERPRETATION

1. Name

The name of the Federation is Muaythai Australia Incorporated ("Federation")

2. Interpretation

(1) In these Rules unless the contrary intention appears:

“Affiliated Club” means a Club affiliated with the Federation;

“Appeals Tribunal” means the Appeals Tribunal as appointed under these Rules;

“Federation” means Muaythai Australia Federation;

“Athletes’ Commission” means the Athletes’ Commission of the Federation;

“Council” means the Executive Council of the Federation;

“Councillor” or "Ordinary Councillor" means “an elected member of the Executive Council and includes

the President;

“Executive Director” – means the person appointed by Muaythai Australia pursuant to these Rules as the

principal executive officer of Muaythai Australia and shall include where the context so admits persons

acting as the delegate as substitute for the Executive Director and appointees of the Council as the

principal executive officer of the Muaythai Australia Federation whether described as Executive Director

or by some other name or title;

“Finance Director” means the Finance Director of the Federation;

“Financial year” means the year ending 30 June in each year;

“General Meeting” means the annual or a special general meeting of the Federation;

“Head Instructor” means an individual who:

(a) is over 18 years of age; and

(b) is either an Australian citizen or a permanent resident of Australia; and

(c) is determined by the council to be of requisite competency to be granted head Instructor status;

and

(d) is totally responsible for the administration of an affiliated Club.

“Intellectual Property” means all rights subsisting in copyright, trade names, trade marks, logos, designs,

equipment, images (including photographs, videos or films) or service marks relating to the Federation or the

sport and art of Muaythai or any event, competition or activity conducted, promoted or administered by the

Federation;

“Judiciary Committee” means the Judiciary Committee as appointed under these Rules;

"Life Member" means a Life Member of the Federation;

"Member" means a registered Member of the Federation as provided for under these Rules;

"President" means the President of the Federation;

"Regulations" means any Regulations approved by the Council;

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"Rules" means these Rules of the Federation and includes the Statement of Purposes of the Federation;

"Seal" means the common seal of the Federation and includes any official seal of the Federation;

"Secretary-General'' means the Secretary-General of the Federation;

“Special Resolution” means a resolution passed by at least three-quarters of the Voting Members entitled to

vote;

"State Division" means a State or Territory Division affiliated to the Muaythai Australia Inc;

"Muaythai" means the Art of Muaythai and the Sport of Muaythai;

"The Act" means the Associations Incorporation Act (2009) (NSW);

"Voting Member" means a Voting Member of the Federation as provided for under these Rules.

(2) Expressions referring to "writing" shall unless the, contrary intention appears, be construed as including

references to printing, lithography, photography and other modes of representing or reproducing words

in a visible form, including messages sent by electronic mail.

(3) In these Rules:

(a) a reference to a function includes a reference to a power, authority and duty; and

(b) a reference to the exercise of a function includes where the function is a power, authority or duty

a reference to the exercise of the power or authority of the performance of the duty;

(c) words importing the singular include the plural and vice versa;

(d) words importing any gender include the other genders;

(e) references to persons include corporations and bodies politic;

(f) references to a person include the legal personal representatives, successors and permitted

assigns of that person;

(g) a reference to a statute, ordinance code or other law includes regulations and other statutory

instruments under it and consolidations, amendments, re-enactments or replacements of any of

them (whether of the same or any legislative authority having jurisdiction).

(4) If any provision of these Rules or any phrase contained in them is invalid or unenforceable in any

jurisdiction, the phrase or provision is to be read down for the purpose of that jurisdiction, if possible, so

as to be valid and enforceable, and otherwise shall be severed to the extent of the invalidity or

unenforceability, without affecting the remaining provisions of these Rules or affecting the validity or

enforceability of that provision in any other jurisdiction.

(5) The Federation is established solely for the purposes set out in the Statement of Purposes.

PART II - STATE DIVISIONS

3. State Divisions

(1) With the approval of the Council, a State Division may be established when 7 Instructors from 1 State and

registered with the Federation apply for the establishment of a State Division. The State Divisions shall be

affiliated to the Federation and shall administer Muaythai in the relevant State or Territory in accordance

with the purposes of the Federation.

(2) Each State Division shall:

(a) Adopt a constitution in accordance generally with the National Federation Constitution

(b) be comprised of Members who are resident in that State Division;

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(c) substantially adopt the purposes of the Federation and act generally in conformity with the Rules

of the Federation;

(d) by adopting the purposes of the Federation, agree to abide by these Rules.

(3) The State Divisions agree that they are bound by these Rules and that these Rules operate to create a

single, uniform entity through and by which the purposes of the Federation and Muaythai are to be

conducted, promoted and administered. The State Division will be responsible for the operations of the

Federation in its State save that it will follow the direction of the Council in respect of matters that the

Council in its sole discretion deems to have national significance.

4. State Division Constitutions and Rules

(1) The Constitution or other constituent documents of the State Divisions will clearly reflect the purposes of

the Federation and will generally conform with these Rules.

(2) The State Division will provide to the Federation a copy of its Constitution or other constituent documents

and all amendments to these documents.

(3) The State Division will take all steps to ensure that its Constitution, other constituent documents and

rules are generally in conformity with the Rules of the Federation and will ensure their documents take

account of future amendments made to these Rules.

(4) The State Division shall maintain, in a form acceptable to the Federation a register of all affiliated Clubs

and all Voting Members in the State. The State Division shall provide a copy, at a time, and in a form

acceptable to the Federation, of its Register and regular updates of it to the Federation.

(5) The State Division constitutions, or any amendments thereof, are submitted within 30 days of its state’s

acceptance to the Council for its approval.

PART III – MEMBERSHIP

5. Members

(1) The members of the Federation shall consist of:

(a) Voting Members, who shall have voting rights at General Meetings of the Federation;

(b) Affiliated Clubs, which shall not have any voting rights at General Meetings of the Federation;

(c) Individual members of affiliated Clubs, who are registered with the Federation and who shall not

have any voting rights at General Meetings of the Federation, nor any rights to attend and debate

at such meetings, unless so invited by the Chairman; and

(d) Life Members, who are not otherwise Voting Members, shall not have any voting rights at

General Meetings of the Federation, but shall have rights to attend and debate at such meetings.

(2) Life membership may be bestowed upon any member of the Federation who in the opinion of the Council

has rendered special service to the Federation. Any proposal for life membership shall be nominated to

the Council and proposed at the Annual General Meeting. Such proposal must be passed by a Special

Resolution. No more than two (2) Life Members shall be elected in any one year.

(3) The Council has power from time to time to recommend new classes of membership even if the affect of

this is to alter right, privileges or obligations of an existing class of Members or members. Any alteration

of membership classes or any new classes of membership that changes, amendments or additions to

voting rights must be approved by the Members at a General Meeting as a special resolution.

(4) The Executive Director shall maintain a register of Members in which shall be entered the full name,

address and date of entry of the name of each Member and the register shall be available for inspection

by Members upon request.

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(5) The Federation shall also maintain a register of members, in which shall be entered the full name, address

and date of entry of the name of each member.

6. Fees

The annual membership subscription (if any) and fees payable by Voting Members and members to the

Federation, the time for, and manner of payment, shall be as determined by the Council from time to time.

7. Voting Members

(1) A Voting Member must be a registered Member of the Federation and must:

(a) be a Head Instructor or other persons nominated by the membership of the MA in General

Meeting by way of Special Resolution as being entitled to full membership of the MA by reason of their

special skills and experience; and

(b) be financial at the time of voting;

(c) has been a continuous member for 24 months.

8. Applications for Membership

(1) An application for membership or affiliation must be:

(a) in writing on the form prescribed by the Council from time to time, and from the Club or its

nominated representative and lodged with the Federation;

(b) Accompanied by the appropriate fee, if any.

(2) The Council may accept or reject an application whether the applicant complies with the requirements

under these Rules or not. Where the Federation accepts an application and the Federation ratifies such

acceptance, the applicant Club will become an affiliated Club. Membership of the Federation will

commence however, upon acceptance of the application by the Council. Where the council rejects an

application it will refund any fees forwarded with the application.

(3) Members and affiliated Clubs must re-affiliate and pay their membership fee annually.

(4) Individual members of Clubs must renew their membership with their Clubs annually.

(5) A Member shall be unfinancial if the annual membership fee has not been paid within one calendar

month of the due date. A Member who is unfinancial pursuant to this rule or any other rule shall not be

entitled to any benefit of the Federation or any right including the right to vote except at the direction of

the Council and if unfinancial for more than three months shall cease to be a Member and have his or her

name removed from the Register of Members.

9. Effect of Membership

(1) Members acknowledge and agree that:

(a) these Rules constitute a contract between each of them and the Federation and that they are

bound by the Rules and the Regulations;

(b) they shall comply with and observe these Rules and the Regulations and any determination or

resolution which may be made or passed by the Council or any duly authorised committee or sub

committees;

(c) by submitting to these Rules and the Regulations they are subject to the jurisdiction of the

Federation;

(d) the Rules and Regulations are necessary and reasonable for promoting the purposes of the

Federation;

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(e) they are entitled to all benefits, advantages, privileges and services of Federation membership.

(2) Members have the following privileges by virtue of membership of the Federation:

(a) to express in writing or otherwise their views and opinions directly or through their

representatives in any meeting in respect of which they are entitled to participate in accordance

with these Rules;

(b) to make proposals or submissions to the Executive Council or the Council of the Federation either

directly or through their representatives;

(c) to engage and participate in any activity approved, sponsored or recognised by the Federation;

(d) to conduct any activity which will promote the purposes of the Federation.

10. Discontinuance of Membership

(1) A Member having paid all arrears of fees payable by it or him to the Federation, may withdraw from

membership by giving notice in writing of such withdrawal to the Federation, and where an individual

member of an affiliated Club, also to his Club.

(2) Membership of the Federation may be discontinued by the Council upon breach of any of these Rules,

including, but not limited to the failure to pay any monies owed to the Federation, the Regulations or any

resolutions or determinations made or passed by the Council or any duly authorised committee or sub

committees,

(3) Membership shall not be discontinued under these Rules without the Council first giving the accused

Member the opportunity to explain the breach and/or remedy the breach.

(4) Where a Member fails, in the Council’s view, to adequately explain or remedy the breach, that Member's

membership shall be discontinued under these Rules, by the Federation giving written notice to that

effect to the Member.

(5) A Member who ceases to be a Member shall forfeit all right in and claim upon the Federation and its

property including Intellectual Property.

(6) Membership fees or subscriptions paid by the discontinued Member for the relevant year may be

refunded on a pro-rata basis to the Member upon discontinuance. The name of such Member shall be

removed from the Register of Members.

(7) The Council may expel or suspend an Affiliated Club, which has not reaffiliated with the Federation, or an

individual member of an Affiliated Club who has not renewed his affiliated Club membership, within 1

month of reaffiliation or membership renewal falling due.

(8) Where an individual member fails to renew his Club membership within 3 months of being required to do

so his membership of the Federation lapses.

(9) A Member who has been expelled or suspended under these Rules or whose membership has lapsed

under these Rules:

(a) must reapply for membership in accordance with these Rules; but

(b) may be readmitted at the discretion of the Council

(c) Membership, which has been discontinued under these Rules, may be reinstated at the discretion

of the Council.

11. Discipline of Members

(1) Where the Council is advised or considers that a Member or member has allegedly;

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(a) breached, failed, refused or neglected to comply with a provision of these Rules, the Regulations

or any resolution or determination of the Council or any duly authorised committee or sub

committees; or

(b) acted in a manner unbecoming of a Member or member which is prejudicial to the purposes and

interests of the Federation and/or Muaythai; or

(c) brought the Federation, or any Affiliated Club into disrepute;

the Council may commence or cause to be commenced, disciplinary proceedings against that Member or

member, and that Member or member will be subject to, and submits unreservedly to the jurisdiction,

disciplinary procedures and penalties and the appeal mechanisms of the Federation.

(2) The Council shall appoint a Judiciary Committee, which need not be comprised of Members or members

to deal with any disciplinary matter referred to it, including but not limited to matters arising under these

Rules. The Judiciary Committee shall be made up of a minimum of three (3) persons, and shall always be

an odd number. The Judiciary Committee members shall elect a Chairman from one of its Judiciary

Committee members.

(3) (a) The Judiciary Committee shall have the power to impose an appropriate determination or

penalty depending upon the facts of each particular case, which may include:

(i) requiring the Member or member to undergo counselling,

(ii) cautioning the Member or member,

(iii) reprimanding the Member or member,

(iv) imposing conditions, limitations or restrictions on the membership of the Member or

member,

(v) imposing a fine to the Member or member,

(vi) suspending the membership of the Member or member,

(vii) cancelling the membership of the Member or member,

(viii) other orders or determinations as the Judiciary Committee think appropriate.

(b) Where a matter has been referred to the Judiciary Committee, the Executive Director must

provide the Member or member with fourteen days written notice prior to any Judiciary

Committee hearing setting out particulars of the complaint and provide the Member or member

with copies of all relevant documents. The Member or member must also be provided with notice

to the effect that the Member or member has the right to appeal any decision of the Judiciary

Committee to the Appeals Tribunal.

(c) A Member or member is entitled to address the Judiciary Committee personally and or they may

provide the Judiciary Committee with a written response to the complaint. A Member or member

will be entitled to be represented, but not by a barrister or solicitor, save with the leave of the

Judiciary Committee, which will only be given in exceptional circumstances and if given, may be

given unconditionally or on such other conditions as the Judiciary Committee thinks fit.

(d) Any Judiciary Committee hearing must follow the rules of natural justice.

(4) Where a Member or member wishes to appeal any decision of the Judiciary Committee, s/he must do so

in writing to the Appeals Tribunal setting out the grounds of the appeal. The appeal and a lodgement fee

as specified in the Regulations must be lodged with the Executive Director within 7 days of receiving

notice of the Judiciary Committee’s decision. Where the Appeals Tribunal upholds the appeal the

lodgement fee will be refunded.

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12. Appeals Tribunal

(1) The Council shall appoint an Appeals Tribunal, which will consist of the following persons:

(a) a Barrister or Solicitor who will act as Chairman;

(b) a person with a thorough knowledge of Muaythai; and

(c) one other person of experience and skills suitable to the function of the Tribunal;

who will constitute a quorum for the purpose of hearing and determining any appeal provided that with

the consent of all parties to an appeal the Appeals Tribunal members may constitute an Appeals Tribunal

of two (2) members, one of whom must be a Barrister or Solicitor and who will act as Chairman.

(2) The Appeals tribunal shall have the power to hear and determine:

(a) appeals from the Judiciary Committee,

(b) appeals against non selection’s referred to it in accordance with the Federation’s selection policy,

(c) other matters referred to it by the Federation.

(3) No person appointed by the Federation to its Appeals Tribunal may hear and consider any appeal if he or

she is a Council member or if by reason of his or her relationship with:

(a) the appellant;

(b) any Council member;

(c) any Councillor or

(d) any person whose interests may be affected by the outcome of the appeal or

(e) any Judiciary Committee member of the related and pertinent appeal;

he or she would be reasonably considered to be other than impartial.

(4) Should an appellant or other party to an appeal challenge the impartiality of any Appeals Tribunal

member, the challenge will be determined by the Chairman of the Appeals Tribunal.

(5) Each Appeals Tribunal will be bound by the following requirements:

(a) it must observe the principles of natural justice and appeals will be by way of rehearing;

(b) it is not bound by the rules of evidence and may inform itself as to any matter in such manner as

it thinks fit;

(c) it will conduct its hearings with as little formality and technicality and with as much expedition as

the proper consideration of the matter permits;

(d) hearings may occur in such manner as the Chairman decides, including telephone or video

conferencing;

(e) the parties to an appeal are entitled to be represented but not by a barrister or solicitor save with

the leave of the Appeals Tribunal, which will only be given in exceptional circumstances and, if

given, may be given unconditionally or on such conditions as the Appeals Tribunal thinks fit;

(f) if a question of law arises during the course of a hearing, the tribunal or parties may seek an

adjournment in order to obtain legal advice;

(g) if the Appeals Tribunal is of the view that the outcome of the appeal may affect the interests of

any person in addition to the respondent, it must, so far as is practicable, require that notice be

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given to such other person and will permit that person to appear at the hearing of the appeal and

to make submissions;

(h) it will give its decision on any appeal as soon as practicable after the hearing and will provide the

Executive Director, the appellant and other parties to the appeal with a statement of the reasons

for its decision; and

(i) the Appeals Tribunal's decision will be final and binding with no further rights of appeal or review.

13. Disputes and Mediation

(1) The grievance procedure set out in this Rule applies to disputes under these Rules between:-

(a) A Member or members and another Member or member; or

(b) A Member or members and the Federation

(2) The parties to the dispute must meet and discuss the matter in dispute and, if possible, resolve the

dispute within fourteen 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 must, within ten days, hold a meeting in the presence of a Mediator.

(4) The Mediator must 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 or member and another Member or member,

a person will be appointed by the Council; or

(ii) in the case of a dispute between a Member or member and the Federation, an

independent Mediator is appointed or nominated by the Chairman of the Appeals

Tribunal.

(5) A Member or member of the Federation may be a Mediator.

(6) The Mediator cannot be a person who is a party to the dispute.

(7) The parties to the dispute must, in good faith, attempt to settle the dispute by mediation.

(8) The Mediator, in conducting the mediation must:

(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 must 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.

PART IV - THE EXECUTIVE COUNCIL

14. Composition of the Council

(1) There shall be an elected EXECUTIVE Council, which shall comprise;

(a) The President;

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(b) The General Secretary;

(c) The National Director of Officials;

(d) The Finance Director;

(e) National Team Manager/co-ordinator;

(f) Professional Promotions Representative;

(G) National Doctor/Medical Advisor;

all of whom are Ordinary Councillors and will be elected under these Rules.

This council is also known as the MTA National Executive Board. This council is responsible for the management

and operation of all National MTA duties and responsibilities as determined by the MTA Constitution, rules,

regulations and is required to establish and maintain policies for the MTA and state affiliates.

(2) There shall be a National Board (NB) consisting of:

(a) The Executive Council

(b) The President of each State and Territory where there is a minimum of 7 registered clubs. The

state President is elected by the state Muaythai Association that is legally registered as an

incorporated association and affiliated to the MTA. Affiliation is confirmed by an MOU

(memorandum of Understanding) and a membership Fee payable, as determined by the

Executive Council.

(c) State’s or Territory without the pre-requisite elected member clubs (7) can elect to be included in

another state for all administration, management, representation, as MTA state affiliated

member clubs. A duly elected or the nominee for such States and Territories not possessing the

requisite membership number of clubs can be approved on application by the executive council, if

joint state operation, is not preferred.

(d) Sub-Committee/commission Representative from the following sub-committees;

• Titles and Rankings Commission

• Female Commission

• Junior Commission

• Athlete Commission.

(3) The Executive Council and NB (including Commissions) shall stand for election once every 2 years. NB

elections are to be held in interim years to executive council.

(4) A State President may also hold a position as provided for in 14(1) but shall only be entitled to cast 1 vote.

15. The President

The President shall be the nominal head of the Federation and will chair any Council meeting or General Meeting

at which he is present. In the event of the President not acting as Chairman, the Council shall appoint a Chairman

from among the Councillors.

16. Powers and Duties of the General Secretary

The General Secretary shall be the Secretary to the Council and will be responsible for the administrative

functions relevant to the conduct of Council meetings. The Secretary General shall liaise with the Executive

Director and to perform other functions as may assist the Executive Director and as are required by the Rules of

the Federation.

17. Powers and Duties of the Finance Director

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(1) In Federation with the Executive Director, the Finance Director will be responsible for:

(a) the collection and receipt of all monies due and make all payments authorised by the Federation;

and

(b) keeping correct accounts and books showing the financial affairs of the Federation with full

details of all receipts and expenditure connected with the activities of the Federation, and the

audit of the Federation accounts.

(2) The Finance Director shall liaise with the Executive Director and to perform other functions as may assist

the Executive Director and as are required by the Rules of the Federation

18. Election of Ordinary Councillors

(1) Subject to these Rules, Councillors elected under these Rules shall hold office until the date of the second

Annual General Meeting after the date of his or her election.

(2) The Executive Director shall call for nominations at least 60 days prior to the relevant Annual General

Meeting.

(3) A candidate may only be nominated for one office as an Ordinary Councillor.

(4) Nominations must be:

(a) in writing;

(b) on the prescribed form provided for that purpose;

(c) signed by a nominator and a seconder, who must be Voting Members under these Rules; and

(d) certified by the nominee expressing his or her willingness to accept the position for which he or

she is nominated.

(5) Nominations must be received by the Executive Director at least 30 days prior to the relevant Annual

General Meeting and shall be sent to Voting Members with the Agenda for that General Meeting.

(6) The elections shall be by postal secret ballot on papers prepared by the Executive Director, including the

closing date. The election of Ordinary Councillors shall be decided by a simple majority of votes.

19. State Councillors

(1) Each State Division shall appoint a State Councillor known as the State President in accordance with this

Rule whom shall represent his/her State Division at Council Meetings and General Meetings of the

Federation.

(2) Each State Division shall advise the Executive Director of its appointed State Councillor within 28 days

after his/her appointment.

20. Qualifications for Office and Nomination

(1) A candidate for the position of all ordinary Councillor positions shall have been a financial Voting Member

of the Federation for a continuous period of twenty-four months immediately preceding the date of

nomination for such office.

(2) Any person who holds office or any paid position in any other Muaythai organisation which is not a

member of or affiliated to the Federation shall be ineligible to nominate or hold office in the Federation.

21. Vacancies of Councillors

(1) The office of a Councillor becomes vacant if the Councillor:

(a) becomes bankrupt or makes any arrangement or composition with his creditors generally;

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(b) becomes of unsound mind or a person whose person or estate is liable to be dealt with in anyway

under the law relating to mental health;

(c) resigns his office in writing to the Federation;

(d) is absent or fails to vote without the consent of the Council from 3 consecutive meetings of the

Council without good reason;

(e) without the consent of the Council holds any office for profit under the Federation;

(f) is directly or indirectly interested in any contract or proposed contract with the Federation and

fails to declare the nature of his interest or has or proposes to have, directly or indirectly, a

significant commercial interest ( in their own right or as an employee) potentially in conflict with

the interests of the Federation;

(g) has, by decision of the Judiciary Committee:

(i) acted in a manner unbecoming or prejudicial to the purposes and interests of the

Federation and/or Muaythai; or

(ii) brought the Federation, any Affiliated Club, or Muaythai into disrepute;

(iii) is prohibited from being a director of a company under the Corporations Law.

(2) Notwithstanding the quorum required for, under theses Rules, any casual vacancy occurring in

membership of the Council, shall be filled by the remaining Councillors by appointing a Member of the

Federation to fill the vacancy. A Member filling a vacancy under this Rule shall hold office for the balance

of the replaced Councillor's term.

22. Meetings of the Council

(1) The Council shall meet as often as is deemed necessary in every calendar year for the dispatch of business

and may adjourn and, subject to these Rules otherwise regulate, its Meetings as it thinks fit. Six (6)

Councillors may at any time, and the Secretary General shall, on the requisition of six (6) Councillors,

convene a Meeting of the Council.

(2) Subject to these Rules questions arising at any Meeting of the Council shall be decided by a majority of

votes and a determination of a majority of Councillors shall for all purposes be deemed a determination

of the Council provided that any determination of the Council shall have the support of at least four (4)

State Divisions. All Councillors shall have one (1) vote on any question. The Chairman may exercise a

casting vote where voting is equal.

(3) (a) A resolution in writing signed or assented to by mail, fax, or other form of visible or other

electronic communication by all the Councillors for the time being present in Australia shall be as

valid and effectual as if it had been passed at a Meeting of Councillors duly convened and held.

Any such resolution may consist of several documents in like form each signed by one or more of

the Councillors.

(b) Without limiting the power of the Council to regulate their meetings as they think fit, a meeting

of Council may be held where one or more of the Councillors is not physically present at the

meeting, provided that:

(i) all persons participating in the meeting are able to communicate with each other effectively

simultaneously and instantaneously whether by means of telephone or other form of

communication;

(ii) notice of the Meeting is given to all the Councillors entitled to notice in accordance with the usual

procedures agreed upon or laid down from time to time by the Council and such notice specifies

that Councillors are not required to be present in person;

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(iii) in the event that a failure in communications prevents condition (i) from being satisfied by that

number of Councillors which constitutes a quorum, and none of such Councillors are present at

the place where the meeting is deemed by virtue of the further provisions of this article to be

held then the meeting shall be suspended until condition (i) is satisfied again. If such condition is

not satisfied within 60 minutes from the interruption the meeting shall be deemed to have

terminated;

(iv) any meeting held where one (1) or more of the Councillors are not physically present shall be

deemed to be held at the place specified in the notice of meeting provided a Councillor is there

present and if no Councillor is there present the Meeting shall be deemed to be held at the place

where the Chairman of the Meeting is located.

(4) At Meetings of the Council the number of Councillors whose presence is required to constitute a quorum

is six (6).

(5) Unless all Councillors agree to hold a meeting at shorter notice (which agreement shall be sufficiently

evidenced by their presence) not less than 14 days’ notice of the Meeting of the Council shall be given to

each Councillor.

23. The Council – Powers and Duties

(1) The Council shall control and manage the business and affairs of the Federation in accordance with these

Rules and without limiting the powers of the Council shall include:

(a) the preparation and implementation of the strategic plan,

(b) all aspects of financial management,

(c) overseeing day-to-day management and administration,

(d) defining the role and function of sub committees,

(e) allocating clear functional duties to Council members,

(f) planning and implementing initiatives designed to improve the profile and promotion of the

Federation and the sport at a national level,

(g) preparing position descriptions for all positions in the Federation whether paid or voluntary,

(h) selecting and appointing employees of the Federation in line with the approved budget and the

review and appraisal of their performance,

(i) managing and controlling all aspects of the selection process, preparation, management, touring

arrangements and participation of individuals or teams representing the Federation. Such duties

may be delegated, in part or in full, to sub committees as contained in these Rules.

(j) liaising with the Federal Government, Australian Sports Commission (ASC), Australian Institute of

Sport (AIS), Australian Olympic Committee (AOC), WMC and IFMA, and all other relevant national,

international and state bodies and to appoint representatives to such bodies as may be

appropriate, and

(k) performing such other acts and functions as are required by the Act or these Rules including such

powers of delegation as it may from time to time determine subject to the powers and decisions

of the Council.

24. Executive Director

The Council may appoint a person to be Executive Director of the Federation. Until such time the President will

assume principal responsibility for the role of Executive Director. The Executive Director shall be responsible to

the Council for the: -

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(1) Planning, coordination and implementation of the activities, policies and strategic plan of the Federation.

(2) Day-to-day administration, management and operation of the secretariat of the Federation.

(3) Supervision and performance of staff as designated by the Council.

(4) The duties of the Executive Director shall be to act as the principal administrative officer of the Federation

and shall accord with the duties stipulated in writing from time to time by the Council.

(5) The Executive Director, the President and the National Coach and National Doctor shall be empowered

pursuant to these Rules to countersign contracts and enter into agreements on behalf of the Federation,

so long as same have been approved by the Council.

(6) All cheques of the Federation shall be signed by such persons as approved by the Council or the President.

(7) The Executive Director shall be an ex-officio member on the Council and all other sub committees and

other bodies established pursuant to these Rules or Regulations but shall have no vote.

PART VI – GENERAL MEETINGS

25. Annual General Meeting

An Annual General Meeting of the Federation shall be held in accordance with the provisions of the Act and on a

date and at a venue to be determined by the Council. All General Meetings other than the Annual General

Meeting shall be Special General Meetings and shall be held in accordance with these Rules.

26. Notice of General Meeting

(1) Where it is intended to deal with special business at a Special General Meeting at least 30 days notice of a

General Meeting shall be given to Voting Members inviting notice of motions and advising of the

procedural requirements under these Rules with respect to the filing of notices of motion, together with:

(a) the draft agenda for the Meeting;

(b) to Voting Members only, forms of authority in blank for proxy or postal votes.

(2) (a) Where it is intended to call an Annual General Meeting, at least 30 days notice specifying the

place, day and hour of Meeting shall be given together with:-

(i) Agenda for the meeting stating the business to be transacted at the meeting,

(ii) To Voting Members only, forms of authority in blank for proxy votes.

(b) The business to be transacted at the Annual General Meeting includes the presentation and

consideration of accounts and the reports of the Council, the Council and Auditors, appointment

of Life Members (if any) and, where an election year, the election of the Ordinary Councillors in

the place of those retiring or the appointment and fixing of the remuneration of the Auditors.

(c) Notice of every General Meeting shall be given to State Divisions and every Voting Member at the

address appearing in the Register kept by the Federation.

27. Business

(1) All business that is transacted at a General Meeting, and also all that is transacted at an Annual General

Meeting, (with the exception of the consideration of the accounts, balance sheets, the reports of the

Council, the Council and auditors, the appointment of Life Members (if any) and the election of the

Ordinary Councillors and of the Auditors (if any) in the place of those retiring under these Rules or

otherwise shall be special business.

(2) No business other than that stated on the notice shall be transacted at that meeting, save and unless any

business is accepted by Special Resolution.

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28. Notices of Motion

All Notices of Motion for inclusion as special business at a General Meeting must be submitted in writing to the

Executive Director not less than 35 days (excluding receiving date and meeting date) prior to the General

Meeting. The Executive Director shall forward to each Voting Member the general nature of the business,

including any supporting documentations, to be dealt with at the Special General Meeting at least 30 days prior to

the Special General Meeting.

29. Special General Meetings

Special General Meetings may be convened by a resolution of the Council or on the requisition of 15% of the

Voting Members, or a minimum of 15 Voting Members, whichever is the smaller number.

30. Quorum of General Meetings

(1) No business shall be transacted at any General Meeting unless a quorum is present at the time when the

meeting proceeds to business. A quorum for General Meetings of the Federation shall be 15% of the

Voting Members or a minimum of 40 Voting Members whichever is the smaller number.

(2) If within one hour from the time appointed for the meeting a quorum is not present the meeting shall be

adjourned until the same day in the next week at the same time and place or to such other day and at

such other time and place as the President may determine and if at the adjourned meeting a quorum is

not present within half an hour from the time appointed for the meeting the meeting will lapse, and then

the business may be conducted by postal vote(s).

31. Proceedings at General Meetings

(1) The President shall, subject to these Rules, preside as Chairman at every meeting of the Federation.

(2) (a) The President may with the consent of any meeting at which a quorum is present and shall if so

directed by the meeting adjourn the meeting from time to time and from place to place but no

business, shall be transacted at any adjourned meeting other than the business left unfinished at

the meeting from which the adjournment took place.

(b) When a Meeting is adjourned for 30 days or more, notice of the adjourned meeting shall be given

as in the case of an original meeting.

(c) It shall not be necessary to give any notice of an adjournment or the business to be transacted at

any adjourned meeting.

(3) At any meeting a resolution put to the vote of the Meeting shall be decided on a show of hands unless a

poll is (before or on the declaration of the result of the show of hands) demanded:-

(a) by the President; or

(b) by 15 Voting Members.

(4) Unless a poll is so demanded a declaration by the President that a resolution has on a show of hands been

carried or carried unanimously or by a particular majority or lost and an entry to that effect in the

minutes of the proceedings of the Federation shall be conclusive evidence of the fact without proof of the

number of the votes recorded in favour of or against the resolution.

(5) If a poll is duly demanded it shall be taken in such manner and either at once or after an interval or

adjournment or otherwise as the President directs and the result of the poll shall be the resolution of the

meetings at which the poll was demanded.

32. Voting at General Meetings

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(1) Each Voting Member shall have one vote at General Meetings and shall be cast by the Member being

present at the meeting or by postal vote provided the postal vote is received by the Executive Director by

the prescribed closing date.

(2) Each Voting Member who carries a proxy vote shall cast the proxy vote at General Meetings, provided

there is no allowance made for postal voting, as provided under these Rules.

(3) No other person or member shall be entitled to vote.

(4) Where voting at General Meetings is equal the President may exercise a casting vote.

33. Proxy Voting

(1) Proxy voting shall be permitted at all General Meetings, Council meetings and Council meetings, provided

an approved and properly executed proxy form is lodged with the Executive Director at or before the

commencement of the meeting. No Member entitled to vote shall exercise more than one (1) proxy vote

at any one time.

(2) The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a

poll. A Councillor or Council member or Member shall be entitled to instruct his proxy to vote in favour of

or against any proposed resolutions. Unless otherwise instructed the proxy may vote as the proxy thinks

fit.

(3) Whenever a postal vote is duly authorised, no proxy voting shall be permitted.

PART VII – MISCELLANEOUS

34. Delegations

(1) The Council may by instrument in writing create or establish or appoint from among its own members or

from the Members or members of the Federation or from other selected personnel as occasion may

require, special committees, sub committees, or individual officers and consultants to carry out such

duties and functions, and with such powers as the Council determines.

(2) The Council may, in the establishing instrument, delegate such functions as are specified in the

instrument, other than:

(a) this power of delegation; and

(b) a function imposed on the Federation by the Act or any other law, or these Rules or by resolution

of the Federation in a General Meeting.

(c) a function, the exercise of which has been delegated under this Rule, may whilst the delegation

remains unrevoked, be exercised from time to time in accordance with the terms of the

delegation.

(d) a delegation under this Rule may be made subject to such conditions or limitations as to the

exercise of any function or at the time or circumstances as may be specified in the delegation.

(3) The Council may by instrument in writing, revoke wholly or in part any delegation made under these

Rules.

35. Regulations

(1) The Council may formulate, issue, adopt, interpret and amend such Regulations for the proper

advancement, management and administration of the Federation, the advancement of the purposes of

the Federation and Muaythai as it thinks necessary or desirable. Such Regulations must be consistent with

these Rules and any policy directives of the Council. These Regulations are presented to the Executive

Council for approval.

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(2) All Regulations made under this Article shall be binding on the Members, members, State Divisions and

Affiliated Clubs of the Federation.

(3) Amendments, alterations, interpretations or other changes to Regulations shall be advised to Members of

the Federation by means of Bulletins approved by the Council and the Council. The method of issuing

these bulletins can be by, but not limited to the Federation’s newsletter, website or any electronic

communication system. Bulletins are binding upon all Members.

36. Records and Accounts

(1) The Executive Director shall maintain proper records and minutes concerning all transactions, business,

meetings and dealings of the Federation.

(2) Proper accounting and other records shall be kept in accordance with the Act. The books of account shall

be kept under the care and control of the Finance Director and shall be made available for inspection by

Members upon request.

(3) The Federation shall retain such financial records as the Taxation Office require after the completion of

the transactions or operations to which they relate.

(4) The Council will submit to the Members at the Annual General Meeting the Statements of Account of the

Federation as required under the Act and in accordance with these Rules.

(5) The Statements of Account when approved or adopted by an Annual General Meeting shall be conclusive

except as regards any error discovered in them within three (3) months after such approval or adoption.

(6) The Finance Director shall cause to be sent to all persons entitled to receive notice of Annual General

Meetings of the Federation in accordance with these Rules, a copy of the Statements of Account, the

Council’s report, the Auditor's report and every other document required by law.

(7) All records of meetings and transactions are to be archived under the direction of the Executive Director.

37. Auditor

A properly qualified Auditor or Auditors shall be appointed and the remuneration of such Auditor or Auditors

fixed and duties regulated in accordance with the relevant Corporations Law.

38. Notice

(1) (a) Notices may be given by the Executive Director to any Member, member or State Divisions by

sending the notice by mail, fax, or other form of visible or other electronic communication to the

Member’s, member’s or State Divisions’ registered mail address or facsimile number or electronic

mail address.

(b) Where a notice is sent by post, service of the notice shall be deemed to be effected by properly

addressing, prepaying and posting the notice. Service of the notice is deemed to have been

effected one (1) day after posting.

(c) Where a notice is sent by fax, service of the notice shall be deemed to be effected upon receipt of

any confirmation report confirming the notice was transmitted or received at the fax number to

which it was sent.

(d) Where a notice is sent by electronic mail, service of the notice shall be deemed to be effected

upon receipt of a confirmation report confirming the electronic mail message was sent or

received at the electronic mail address to which it was sent.

(2) Notice of every General Meeting shall be given in the manner authorised in these Rules.

39. Seal

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(1) The Executive Director shall provide for safe custody of the Seal.

(2) The Seal shall only be used by authority of the Council and every document to which the seal is affixed

shall be signed by two (2) Directors of the Council.

40. Patron

The Federation at its Annual General Meeting may appoint on the recommendation of the Council, a Patron.

41. Indemnity

(1) Every Councillor, Director, Officer, Auditor, Manager, employee or agent of the Federation shall be

indemnified out of the property and assets of the Federation against any liability incurred by him in his

capacity as Councillor, Director, Officer, Auditor or agent in defending any proceedings, whether civil or

criminal, in which judgment is given in his favour or in which he is acquitted or in connection with any

application in relation to any such proceedings in which relief is granted to him by the Court.

(2) The Federation shall indemnify its Councillors, Directors, Officers, Managers and employees against all

damages and costs (including legal costs) for which any such Councillor, Director, Officer, Manager or

employee may be or become liable to any third party in consequence of any act or omission except wilful

misconduct:

(a) in the case of a Councillor, Director, Officer or Manager performed or made whilst acting on

behalf of and with the authority, express or implied of the Federation; and

(b) in the case of an employee, performed or made in the course of, and within the scope of his

employment by the Federation.

42. Addition, Alteration or Amendment

No addition, alteration or amendment shall be made to this statement of purposes or the Rules of the Federation

unless the same has been approved by a Special Resolution.

43. Dissolution

(1) Every Voting Member of the Federation undertakes to contribute to the assets of the Federation in the

event of it being wound up while a Member, or within one year after ceasing to be a Member for

payment of the debts and liabilities of the Federation contracted before the time at which he or she

ceases to be a Member, and the costs, charges and expenses of winding up and for an adjustment of the

rights of contributors among themselves such amount as may be required not exceeding twenty dollars

($20.00).

(2) If upon winding up or dissolution of the Federation, there remains, after satisfaction of all its debts and

liabilities, any property, the same shall not be paid or distributed amongst the Members of the

Federation, but shall be given or transferred to some body or bodies having purposes similar to the

purposes of the Federation which is also not carried on for profit or gain and which prohibits the

distribution of its or their income and property amongst their Members and which is similarly exempt

from income tax. Such body or bodies to be determined by the Members of the Federation at or before

the time of dissolution, and in default thereof by such judge of an appropriate court as may have or

acquire jurisdiction in the matter.