Constitution

MIPS is operated on a not-for-profit basis. As MIPS exists to protect the interest of members, membership concerns are always the first consideration when decisions are made. The MIPS Constitution sets out the rules and conditions under which MIPS operates.

Obtaining a Copy

The Constitution can be download as a PDF below.

MIPS Constitution (1MB)

For your information, the table of contents is listed. Please download the PDF for the complete version.

1.	PRELIMINARY
1.1	Company limited by shares and guarantee
1.2	Objects of the Company
1.3	Application of income and property
1.4	Limited liability of Members on winding up
1.5	Allocation of surplus on winding up
1.6	Replaceable rules
1.7	Definitions
1.8	Interpretation of this document

2.	Members
2.1	Rights of Members
2.2	Classes of Members
2.3	Members' Register
2.4	Admission
2.5	Eligibility
2.6	Renewal of membership
2.7	Subscription Fees
2.8	Calls
2.9	Resignation
2.10	Cancellation of Membership
2.11	Indemnity and assistance

3.	Meetings Of General Members
3.1	Calling meetings of General Members
3.2	Notice of meeting
3.3	Short notice
3.4	Postponement or cancellation
3.5	Fresh notice
3.6	Technology
3.7	Accidental omission

4.	Proceeding At Meetings Of General Members
4.1	Quorum
4.2	Quorum not present
4.3	Chairing meetings of General Members
4.4	Attendance at general meetings
4.5	Adjournment
4.6	Business at adjourned meetings
4.7	Voting

5.	Shareholders and Shares
5.1	Issue of Shares
5.2	Certificates
5.3	Shareholders' Register
5.4	Rights of Shareholders
5.5	Transfer of Shares
5.6	Transmission of Shares
5.7	Share Capital

6.	Shareholder Meetings
6.1	Annual general meeting
6.2	Calling meetings of Shareholders
6.3	Notice of meeting
6.4	Short notice
6.5	Postponement or cancellation
6.6	Fresh notice
6.7	Technology
6.8	Accidental omission

7.	Proceedings At Meetings Of Shareholders
7.1	Quorum
7.2	Quorum not present
7.3	Chairing meetings of Shareholders
7.4	Attendance at general meetings
7.5	Adjournment
7.6	Business at adjourned meetings
7.7	Voting

8.	Proxies, Attorneys And Representatives
8.1	Appointment of proxies
8.2	Attorney
8.3	Deposit of proxy forms and powers of attorney
8.4	Corporate representatives
8.5	Standing appointments
8.6	Suspension of proxy or attorney's powers if appointed or present
8.7	Priority of conflicting appointments of attorney or representative
8.8	More than one current proxy appointments
8.9	Continuing authority

9.	Directors
9.1	Number of Directors
9.2	No membership qualification
9.3	Appointment by the Shareholders
9.4	Cessation of Director's appointment
9.5	Removal from office
9.6	Too few Directors
9.7	Directors' entitled to receive remuneration

10.	Directors' Duties And Interests
10.1	Compliance with Law
10.2	Scope of Directors' duties
10.3	Declaration of interests
10.4	Agreements with third parties
10.5	Obligation of secrecy

11.	Officers' Indemnity And Insurance
11.1	Indemnity
11.2	Insurance
11.3	Former officers


12.	Powers Of The Board
12.1	Powers generally
12.2	Exercise of powers

13.

Executing Negotiable Instruments

14.	Delegation Of Board Powers
14.1	Delegation to committee or attorney
14.2	Terms of delegation
14.3	Powers of attorney
14.4	Proceedings of committees

15.	Board Meetings
15.1	Convening Board meetings
15.2	Notice of Board meeting
15.3	Use of technology
15.4	Chairing Board meetings
15.5	Quorum
15.6	Majority decisions
15.7	Procedural rules
15.8	Written resolution
15.9	Additional provisions concerning written resolutions
15.10	Valid proceedings

16.	Secretary
16.1	Appointment and removal of secretary
16.2	Terms and conditions of office
16.3	Removal from office

17.	Minutes
17.1	Minutes must be kept
17.2	Minutes as evidence
17.3	Inspection of minute books

18.	Company Seals
18.1	Common seal
18.2	Use of seals
18.3	Fixing seals to documents

19.	Accounts And Audit
19.1	Company must keep accounts
19.2	Financial reporting
19.3	Audit
19.4	Conclusive reports
19.5	Inspection of financial records and books

20.	Amending The Constitution
20.1	Generally
20.2	Members' Rights

21.	Notices
21.1	Notices by Company
21.2	Overseas Shareholders and Members
21.3	When notice is given
21.4	Business days
21.5	Counting days
21.6	Notices to "lost" Shareholders and Members

Constitution

Obtaining a Copy

Table of Contents

Contents