2.1     The objects for which the Council is established are:

(a) To promote friendship, goodwill and understanding between the business communities of Australia and Papua New Guinea.

(b) To maintain, support, promote and encourage trade, investment, technical and economic co-operation and tourism between Australia and Papua New Guinea.

(c) To maintain, promote and extend industrial and commercial relations between individuals, firms, companies, corporations, institutions and associations of Australia and Papua New Guinea.

(d) To carry out objective research studies on any matters affecting or concerning any of the above objects.

(e) To arrange for regular and effective consultation between business enterprises in Australia and Papua New Guinea.

(f) To encourage and sponsor education, personnel exchange and training schemes at the private sector level as between Australia and Papua New Guinea, with the aim of mutually enhancing experience, education and capabilities.

(g) To maintain liaison with the Governments of both Australia and Papua New Guinea in order to promote any of the above objects and to provide those governments with information on the state of trade relations between Australia and Papua New Guinea.

(h) To co-operate with an appropriate body established in Papua New Guinea and to arrange for regular and effective consultation, communication and meetings with it.

(i) To provide a forum for contacts and discussions of questions of common interest and information, advice and services.

(j) To seek to ensure the continuation of a stable relationship between the two countries - a relationship which understands the national heritage and aspirations of both countries and a relationship which will draw together regional neighbours and trading partners in a growing bond of friendship.

(k) Generally to enter into, execute and carry out all contracts and agreements of any kind whatsoever and to do all such other things as are incidental or conducive to all or any of the above objects.

(l) Except as hereinbefore provided to apply the income and property of the Council solely towards the promotion of the objects of the Council.

2.2     Every member of the Council undertakes to contribute to the assets of the Council in the event of the Council being wound up while he is a member or within six months after he ceases to be a member for payment of the debts and liabilities of the Council contracted before he ceases to be a member and of the costs, charges and expenses of winding up and for the adjustment of the rights of the contributories among themselves such amounts as may be required but not exceeding the membership fee.

(a) The members of the Council shall be those persons as the Executive Committee may admit from time to time and such persons shall upon due notification of admission to membership being given by the Executive Committee be deemed to be bound by the Constitution and by any rules, regulations or by-laws of the Council that are in force from time to time.

(b) The members of the Council shall be the following classes and any person who in the opinion of the Executive Committee has the qualifications set out below against any of those classes shall be eligible to be admitted to membership of that class:

(i) Ordinary member

A body (whether a corporation or an unincorporated body) engaged in or otherwise interested in trade and commerce between Australia and Papua New Guinea.

Members shall be divided into separate classes according to whether they have an established presence in one or both countries as follows:

• a Member who carries on business in Australia and Papua New Guinea;

• a Member who carries on business in Australia; and

• a Member who carries on business in Papua New Guinea.

Any differential fees will be payable as prescribed by the Executive in accordance with Clause 6 (c) below.

(ii) Associate member

A person who is a nominee of a department of the Government of Australia or Papua New Guinea or of the governments of any of the States or Territories of Australia, or of the Provinces of Papua New Guinea, or a nominee of a university, college or similar institution and such other persons or corporations as the Executive Committee shall from time to time approve.

(c) The Executive Committee may from time to time determine in respect of each class of membership the amount of the annual subscription payable by the members and may determine the date as and from which any new rate shall come into force.

(d) Except as provided in sub-clause (c) of this Clause members joining part way through a financial year shall pay a subscription fee assessed on a pro-rata basis.

(e) All annual subscriptions must be payable within six weeks after the Annual General Meeting.

(f) The Executive Committee may with the authority of the Council in General Meeting in which, two-thirds of the ordinary members present in person or by proxy and entitled to vote, have voted in favour of the resolution, impose or levy on ordinary members such amount not exceeding the subscription fee applicable in the relevant year payable at such time or times as is authorised by the special resolution.

(g) If a member fails to pay any subscription or levy within the time specified, the Executive Committee may at any time while the sum remains unpaid terminate the membership of that member.

(a) The management and control of the affairs of the Council is hereby vested in the Executive Committee which (in addition to any other powers expressly conferred upon it by this constitution) may carry into effect all or any of the objects of the Council and may exercise all powers of the Council and do all such acts and things as may be exercised or done by the Council and as are not by this constitution expressly directed or required to be exercised or done by the Council in general meeting.

(b) The Executive Committee shall consist of up to sixteen representatives of ordinary members plus two representatives nominated from time to time by the branch of the Council located in Papua New Guinea.

(c) The officers of the Executive Committee shall consist of a President, Immediate Past President, three Vice Presidents and an Honorary Treasurer.

(d) The Executive Committee shall have power to co-opt.

(e) The President shall not serve as President for a period greater than the period extending between three consecutive Annual General Meetings. In the event there are no nominations for President, the incumbent President may continue in office for a further one year period provided the incumbent consents to continuing as President and, if he or she is subject to rotation under Clause 7(i) of this Constitution, the person retires by rotation and is re-elected to the Executive Committee.

(f) The Immediate Past President shall vacate his position as an officer of the Executive Committee upon the cessation from office of the President, who shall immediately assume the office of Immediate Past President.

(g) Notwithstanding anything in this Constitution the first members of the Executive Committee shall be such representatives of companies as are appointed at a meeting to be called for the formation of the Council.

(h) No representatives of companies appointed to the Executive Committee pursuant to paragraph (g) above shall be required to retire by rotation at the first Annual General Meeting after their appointment.

(i) At every Annual General Meeting of the Council subsequent to the first Annual General Meeting, four of the members of the Executive Committee for the time being shall retire from office. A retiring member of the Executive Committee shall be eligible for re-election in the ensuing year.

(j) The members of the Executive Committee to retire in every year shall be those members who have been longest in office since their last election, but as between persons who became members of the Executive Committee on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot.

The funds of the Council shall be deposited in accordance with the directions of the Executive Committee. The funds of the Council shall be used only to meet the expenses and to carry out the objects of the Council. Any two members of the Executive Committee shall be authorised to operate on the Council's bank account provided that the Executive Committee may delegate to members of the Secretariat authority to sign cheques for routine and approved payments. The Council's financial year shall commence on January 1 in any year.

The Papua New Guinea Branch may conduct a separate bank account and appoint two representatives of the branch as joint signatories.

There shall be an Annual General Meeting which shall be held within six months of the end of the financial year. The business of the Annual General Meeting shall be:

(a) to elect the Executive Committee (other than the representatives nominated from the branch of the Council located in Papua New Guinea who shall be chosen by the Members who carry on business in Australia and in Papua New Guinea or Papua New Guinea only);

(b) to elect office bearers;

(c) to receive the Annual Report of the President;

(d) to receive a statement of accounts duly audited and certified for the preceding financial year;

(e) to appoint an auditor for the ensuing year; and

(f) to transact such other business of which due notice has been given or which, in the opinion of the meeting, it is expedient to consider.