TELECOMMUNICATIONS INDUSTRY OMBUDSMAN MEMORANDUM
OF ASSOCIATION
TELECOMMUNICATIONS INDUSTRY OMBUDSMAN ARTICLES OF ASSOCIATION
TELECOMMUNICATIONS INDUSTRY OMBUDSMAN MEMORANDUM OF ASSOCIATION
1. NAME
The name of the Company is TELECOMMUNICATIONS INDUSTRY OMBUDSMAN LIMITED
("TIO Limited").
2. OBJECTS
| The objects of TIO Limited are to
establish a telecommunications industry ombudsman scheme and
to appoint a Telecommunications Industry Ombudsman with power
on behalf of TIO Limited: |
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|
|
| (1) |
to receive, investigate, make determinations
relating to, give directions relating to and facilitate the
resolution of: |
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(a) |
complaints as to the provision or supply of (or the failure
to provide or supply) carriage services by a member of TIO Limited
, other than complaints in relation to the general telecommunications
policy or commercial practices of such a member; |
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(b) |
complaints from owners or occupiers of land in respect of
which a holder of a carrier licence under the Telecommunications
Act 1997 has exercised its statutory powers as a carrier, where
the carrier is a member of TIO Ltd, other than complaints in
relation to the policy or commercial decision of a carrier to
exercise its statutory rights as a carrier in relation to that
particular land; and |
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(c) |
such other complaints as may by agreement with the complainant,
be referred to the Telecommunications Industry Ombudsman by
a member of TIO Limited; and |
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|
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| (2) |
to exercise such jurisdiction, powers
and functions as may be conferred by or under any legislation
or instrument. |
3. POWERS
TIO Limited has all of the powers of a natural person, as set out
in section 124 of the Corporations Law.
4. INCOME & PROPERTY OF TIO LIMITED
| 4.1 |
The whole of the income and property of TIO Limited
shall be applied solely towards the promotion of the objects
of TIO Limited as set out in this Memorandum of Association
and no part shall be paid or transferred directly or indirectly
to the members of TIO Limited by way of dividend, bonus or otherwise
provided that nothing in this Memorandum of Association shall
prevent the payment in good faith of remuneration to any officers
or employees of TIO Limited or to any member of TIO Limited
in return for any goods supplied or services actually rendered
in the ordinary and usual course of business or prevent the
payment of interest at prevailing market rates on money borrowed
from any member of TIO Limited or reasonable and proper rent
for premises let by any member to TIO Limited. |
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| 4.2 |
True accounts shall be kept of all
moneys received and expended by TIO Limited, the matters in
respect of which such moneys are received and expended, and
of the property, credits and liabilities of TIO Limited. Subject
to any reasonable restrictions as to the time and manner of
inspecting the same imposed in accordance with the Articles
of Association of TIO Limited and the Corporations Law, the
accounts shall be open for inspection by the members. At least
once in every year, the accounts of TIO Limited shall be examined
by a properly qualified auditor or auditors who shall report
to the members in accordance with the provisions of the Corporations
Law. |
5. LIABILITY OF MEMBERS LIMITED
| 5.1 |
The liability of the members is limited. |
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| 5.2 |
Every member undertakes that in the
event that TIO Limited is wound up during the currency of the
member's membership or within one year of the member ceasing
membership, it will contribute to the property of TIO Limited
for: |
| |
(a) |
payment of the debts and liabilities of TIO Limited
incurred before it ceased to be a member; |
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(b) |
the costs, charges and expenses of winding up; and |
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(c) |
an adjustment of the rights of the contributories among themselves, |
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such amount as may be required, provided
such amount shall not exceed one hundred dollars ($100). |
6. WINDING UP
If upon the winding-up or dissolution of TIO Limited in accordance
with the Corporations Law and after satisfaction of all its debts
and liabilities, there remains any property whatsoever, the same shall
be paid to or distributed to a society, association or club which
is not carried on for the purposes of profit or gain to individual
members and is established for community services purposes.
7. RESTRICTION ON PASSING OF SPECIAL RESOLUTIONS
| 7.1 |
In addition to the requirements of the Corporations
Law regarding the passing of special resolutions, a special
resolution may only be passed by the members of TIO Limited
if five (5) members, including at least one Carrier Member and
at least one Carriage Service Provider Member, vote in favour
of the special resolution. For this purpose, notwithstanding
anything contained in the Articles of Association of TIO Limited,
any two or more members who are Related Companies shall count
as one member and if any of those members is a Carrier Member,
those members shall count as a Carrier Member; otherwise those
members shall count as a Carriage Service Provider Member. |
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| 7.2 |
In this clause 7: |
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(a) |
“Carrier Member”
and “Carriage Service Provider Member”
have the same meaning as under the Articles of Association of
TIO Limited; and |
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(b) |
“Related Company”
has the same meaning as “related body corporate”
under the Corporations Law. |
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| WE, the persons
whose names addresses and occupations are subscribed, wish to
be formed into a company pursuant to this Memorandum of Association. |
TELECOMMUNICATIONS INDUSTRY OMBUDSMAN ARTICLES OF ASSOCIATION
1. INTERPRETATION
| 1.1 |
Definitions |
| In these Articles: |
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"Act" means the Telecommunications
Act, 1997. |
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“Acting Ombudsman”
means the Acting Telecommunications Industry Ombudsman appointed
pursuant to article 13.2 |
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"Articles" means these
articles of association as amended from time to time. |
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"Budget" means the
budget for each Year approved by the Board in accordance with
the Constitution. |
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“Carriage Service Intermediary”
has the same meaning as under the Act. |
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"Carriage Service Provider"
has the same meaning as under the Act. |
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"Carrier" means the
holder of a Carrier Licence under the Act. |
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“Carrier Licence”
has the same meaning as under the Act. |
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"Constitution" has
the meaning ascribed in article 12.13. |
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"Corporate Representative"
means a person authorised to act as the representative of a
corporation pursuant to section 250D of the
Corporations Law. |
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"Council" has the meaning
ascribed in article 12.1. |
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“Council Election Policy”
is the Council Election Policy determined by the Board from
time to time in accordance with article 12. |
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“Deputy Ombudsman”
means the Deputy Telecommunications Industry Ombudsman appointed
pursuant to article 13.5. |
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"Director" means any
director of TIO Limited for the time being and includes an alternate
Director. |
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"Directors" or the
"Board" means the whole or any number
of Directors assembled at a meeting of Directors not being less
than a quorum. |
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“Eligible Carriage Service Provider”
has the same meaning as under The Telecommunications (Consumer
Protection and Service Standards) Act 1999. |
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“Internet Service Provider”
means a Carriage Service Provider who supplies a carriage service
that enables end-users to access the Internet. |
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“Internet Service Intermediary”
means a Carriage Service Intermediary who arranges for the supply
of a carriage service that enables end-users to access the Internet. |
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"Member" means any
person for the time being admitted to membership of TIO Limited
and includes the subscribers to the Memorandum (for so long
as those persons have not withdrawn their membership in accordance
with these Articles). |
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"Memorandum" means
the Memorandum of Association of TIO Limited. |
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"month" means calendar
month. |
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"Ombudsman" means the
Telecommunications Industry Ombudsman appointed pursuant to
article 13.1. |
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“Operating Costs”
has the meaning ascribed in article 4.4. |
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"Optus" means Optus
Networks Pty Ltd (ACN 008 570 330) and Optus Mobile Pty Ltd
(ACN 054 365 969) jointly and not severally |
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“Public Mobile Telecommunications
Service” has the same meaning as under the Act. |
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"Scheme" means the
telecommunications industry ombudsman scheme. |
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"Seal" means the Common
Seal of TIO Limited. |
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"Secretary" means any
person appointed to perform the duties of Secretary of TIO Limited
and includes any person appointed to perform the duties of a
secretary of TIO Limited temporarily. |
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"TELSTRA" means TELSTRA
Corporation Limited (ACN 051 775 556). |
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"TIO Limited" means
Telecommunications Industry Ombudsman Limited (ACN 057 634 787). |
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"Vodafone" means Vodafone
Pty Ltd (ACN 056 161 043). |
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“Volume Related Costs”
has the meaning ascribed in article 4.3. |
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"Year" means a period
of 12 consecutive months. |
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|
| 1.2 |
Construction |
| Unless expressed to the contrary in these Articles: |
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(a) |
Words importing: |
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(i) |
the singular include the plural and vice versa; |
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(ii) |
any gender shall include the other genders; and |
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(iii) |
persons shall include companies, corporations, public bodies
and any other bodies corporate. |
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(b) |
References to "in writing"
and "written" include typing, printing, lithography
and any other mode of representing or reproducing words or figures
in a visible form including words or figures displayed on an
electronic screen. |
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(c) |
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. |
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(d) |
Terms defined in the Corporations
Law have the same meaning when used in these Articles. |
2. MEMBERS OF TIO LIMITED
| The members of TIO Limited shall consist of: |
| (a) |
the subscribers to the
Memorandum; and |
| (b) |
such other persons who agree in writing
to become members of TIO Limited and who are admitted to membership
pursuant to these Articles from time to time, |
| for so long as those persons have
not withdrawn their membership or been expelled from membership
in accordance with these Articles. |
3. MEMBERSHIP
| 3.1 |
A person shall be eligible to be
a Member only if the person: |
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(a) |
is: |
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|
(i) |
a Carrier; or |
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|
(ii) |
a Carriage Service Provider or Carriage Service Intermediary; |
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(b) |
completes an application for membership
in the form prescribed by the Board at the time the application
is made and submits the application to the Secretary; and |
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(c) |
if required by the Board, provides
a guarantee by a related company or another person of the prospective
Member’s obligations as a Member, in a form specified
by the Board. |
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|
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| Classes of Member |
| 3.2 |
Membership of TIO Limited shall be
divided into classes designated as "Carrier Members"
and , "Carriage Service Provider Members". Membership
of a particular class will be determined as follows: |
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(a) |
for each applicant who holds a Carrier
Licence in force under the Act, membership shall be as a "Carrier
Member"; an |
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(b) |
for each applicant who is a Carriage
Service Provider or Carriage Service Intermediary and does not
hold a Carrier Licence in force under the Act, membership shall
be as a "Carriage Service Provider Member". |
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|
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| Acceptance of Applications |
| 3.3 |
The Secretary shall submit each application
for membership from an applicant other than a Carrier or Eligible
Carriage Service Provider to the Board. The Board may accept
or reject any such application at its discretion. |
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|
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| 3.4 |
An application for membership shall
be accepted by TIO Limited if: |
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(a) |
the applicant is required by the
Act to participate in a Telecommunications Industry Ombudsman
Scheme; |
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(b) |
the application is in the form the
Board prescribes (if any); and |
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(c) |
any fees determined by the Ombudsman
under Article 4.1 are paid. |
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| Transferability |
| 3.6 |
The rights and privileges of a Member
shall not be transferable. |
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| Aggregation of Membership |
| 3.7 |
If: |
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(a) |
a Member acquires 50% or more of
another Member (or is otherwise in the Board's reasonable opinion
deemed to control that other Member), the acquired Member and
the acquiring Member shall for the purposes of quorum and voting
requirements under these Articles be deemed to be one Member
only and the class of membership shall be the same as that of
the acquiring Member; and |
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(b) |
a non-Member acquires 50% or more
of two or more Members (or is otherwise in the Board's reasonable
opinion deemed to control those Members), the acquired Members
shall for the purposes of quorum and voting requirements under
these Articles be deemed to be one Member only, and the class
of membership shall be the same as that of the acquired Member
with the longest continuous membership with TIO Limited. |
4. ANNUAL VOLUME RELATED AND OPERATING
COSTS
| 4.1 |
Each Member agrees to pay such annual
Volume Related Costs and Operating Costs as are determined by
the Ombudsman as being applicable to the Member in four tranches
at three monthly intervals (or such other times as determined
by the Board). |
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| 4.2 |
The annual Volume Related Costs and
Operating Costs shall be based on the amount required to fund
the Budget for the relevant year. |
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| 4.3 |
Volume Related Costs applicable to
a Member are: |
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(a) |
those costs which directly relate to the number and relative
cost of complaints registered by the Ombudsman against the Member
in each quarterly period; and |
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(b) |
any additional costs relating to legal, technical or accounting
advice incurred by the Ombudsman in investigating a complaint
against the Member. |
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|
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| 4.4 |
Operating Costs applicable to a Member
are those overhead costs which: |
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(a) |
are based on the Member’s estimated percentage share
(in accordance with a formula unanimously approved by the Board
from time to time) of the total number of complaints (in accordance
with a formula unanimously approved by the Board from time to
time) registered by the Ombudsman in the previous quarter; and |
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(b) |
do not include any part of the costs in article 4.3(b). |
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| 4.5 |
For the purposes of article
4.2 the Ombudsman shall estimate a Member’s Volume
Related Costs and Operating Costs: |
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(a) |
in arrears at the expiration of the first full three month
period occurring after the Member joins the Scheme; and |
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(b) |
thereafter in advance for each successive quarter. |
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| 4.6 |
All Volume Related Costs and Operating
Costs shall be due and payable 30 days after the date on which
the Member is notified of the amount to be paid. |
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| Adjustments |
| 4.7 |
The Ombudsman shall each quarter
(or at such other interval as may be determined by the Board)
reconcile the actual number of complaints (in accordance with
a formula approved unanimously by the Board from time to time)
against each Member as a proportion of the total number of complaints
(in accordance with a formula approved unanimously by the Board
from time to time) made against all Members and handled by him
or her against the numbers estimated under article 4.5(b). |
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| 4.8 |
If as a result of the Ombudsman's
determination in article 4.7: |
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(a) |
a Member has paid a greater share of the Volume Related Costs
and Operating Costs than it should have, the amount of the excess
shall (if not already paid) be credited against the Volume Related
Costs and Operating Costs to be paid by that Member in the forthcoming
quarter; or |
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(b) |
a Member has paid a lesser share of the Volume Related Costs
and Operating Costs than it should have, the amount of the shortfall
shall (if not already paid) be added to the Volume Related Costs
and Operating Costs to be paid by that Member in the next quarter. |
5. CESSATION OF MEMBERSHIP
| 5.1 |
Any Member may withdraw from TIO Limited by giving
to the Secretary not less than three months' notice to that
effect and its membership shall cease on expiry of such notice. |
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|
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| 5.2 |
If any Member ("Defaulting Member")
neglects or wilfully refuses to comply with the provisions of
the Memorandum or these Articles, the Constitution, or any rules
of TIO Limited the Directors may pass a resolution recommending
the expulsion of the Defaulting Member from TIO Limited. The
Directors must, within 21 days of the resolution of Directors
being passed, convene a meeting of Members and the recommendation
must be put before the Members to determine whether or not to
adopt the Directors' recommendation and expel the Defaulting
Member. |
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| 5.3 |
Any person who ceases to be a Member of TIO Limited
shall forfeit all and any rights and privileges of membership
as at the date of cessation of membership and shall have no
further rights against or claim upon TIO Limited or the property
or funds of TIO Limited, except rights or claim as a creditor
(if any), and any right or claim arising from actions or omissions
during the period of membership. |
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| 5.4 |
Any person who ceases to be a Member shall: |
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(a) |
continue to abide by the provisions of the Articles of Association
and the Constitution so far as they are applicable to the particular
complaints which are being investigated by the TIO Ltd at the
time the person ceases membership (including for example complying
with any determination made in respect of such a complaint);
and |
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(b) |
without limiting (a), continue to abide by the provisions
of the Articles of Association in relation to the payment of
Volume Related Costs and Operating Costs and any other such
levies as may fall due. |
6. ADDITIONAL FUNDING
| Special Levies |
| 6.1 |
The Board may at any time and from
time to time obtain money for the purposes of TIO Limited in
addition to the annual Volume Related Costs and Operating Costs
by raising a special levy from the Members or a particular class
of Member. Special levies shall be funded by the Members on
the basis of each Member’s percentage share (in accordance
with a formula approved unanimously by the Board from time to
time) of the total number of complaints (in accordance with
a formula approved unanimously by the Board from time to time)
registered by the Ombudsman in the previous quarter. |
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|
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| Capital Expenditure |
| 6.2 |
The Board may at any time and from
time to time obtain money for the purpose of on-going capital
expenditure in addition to the annual Volume Related Costs and
Operating Costs. This expenditure shall be funded by the Members
on the same basis as special levies. |
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| 6.3 |
As and when further applicants become
Members of TIO Limited they shall contribute towards capital
expenditure as determined by the Board. |
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| Loans |
| 6.4 |
The Board may, by unanimous resolution,
raise loan funds from Members or third parties for particular
purposes. |
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| Funding |
| 6.5 |
The Board shall set global funding
limits for TIO Limited, the Ombudsman and the Council within
which the budgets for each shall be finalised. |
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Before: |
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(a) |
the budgets of TIO Limited, the Ombudsman and the Council
are implemented; or |
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(b) |
any additional expenditure to that set out in a budget approved
by the Board is incurred, |
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the prior approval of the Board must
be obtained. In deciding whether or not to approve any proposed
budget the Board shall be entitled to consider: |
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(a) |
the on-going financial stability or viability of TIO Limited;
but |
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(b) |
otherwise shall only be concerned to ensure that the particular
budget comes, or is likely to come, within the limits set by
the Board. |
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|
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The Board shall not otherwise take
into consideration the business decisions of the Ombudsman or
Council (as the case may be) in determining how those funds
should be allocated within any particular budget. Nothing in
this article shall preclude the Board from seeking or receiving
information about the budget and expenditures, both past and
projected, to assist the Board in setting funding limits appropriate
to the operation of the Scheme. |
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|
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| 6.6 |
In setting global funding limits
the Board shall require the Ombudsman to: |
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(a) |
prepare the budget and business plans for TIO Limited in each
successive Year; and |
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(b) |
submit each such budget and business plan to the Council for
its consideration and the Board shall take into account any
comments and recommendations made by the Council. |
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|
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| 6.7 |
In setting global funding limits
or approving budgets and additional expenditure as set out in
article 6.5 the Board will use its best endeavours
to ensure that the level of funding is such that the Ombudsman
and the Council are able to carry out their functions under
the Constitution. |
7. GENERAL MEETINGS
| 7.1 |
Annual General Meetings of TIO Limited shall be
held in accordance with the provisions of the Corporations Law.
All General Meetings other than the Annual General Meeting shall
be called General Meetings. |
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|
| 7.2 |
General Meetings may be convened by the Board whenever it
thinks fit or by requisition as provided by the Corporations
Law. |
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| 7.3 |
Subject to the provisions of the Corporations Law relating
to special resolutions and consent to short notice, at least
seven days' notice (exclusive of the day on which the notice
is served or received or deemed to be served or received and
exclusive of the day for which notice is given) specifying the
place, the day and the time of meeting and, in the case of special
business, the general nature of that business, shall be given
to persons entitled to receive such notices from TIO Limited. |
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| 7.4 |
For the purposes of article 7.3, all business
that is transacted at a General Meeting and also all business
that is transacted at an Annual General Meeting (with the exception
of the consideration of the accounts, financial statements and
the reports of the Board and Auditors) shall be special business. |
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|
| 7.5 |
Omission to give notice of a General Meeting by TIO Limited
to, or the non-receipt of notice of a meeting by, any Member
shall not invalidate proceedings at a General Meeting. |
8. PROCEEDINGS AT GENERAL MEETINGS
| Quorum |
| 8.1 |
No business shall be transacted at a General Meeting
unless a quorum of Members is present at the time when the meeting
proceeds to business. Save as otherwise provided in these Articles,
five Members shall constitute a quorum at any General Meeting.
For the purpose of this article 8.1, persons
attending as a proxy or Corporate Representative shall be counted
as Members. |
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|
| 8.2 |
If within 30 minutes of the time appointed for
a General Meeting, a quorum is not present, the meeting shall,
if convened upon the requisition of Members, be dissolved or,
in any other case, stand adjourned to 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 Chairman may determine (being
a day which is not more than 30 days after the originally scheduled
date). |
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| Adjourned Meetings |
| 8.3 |
If a quorum of five Members is not present within
30 minutes after the time appointed for the commencement of
the adjourned meeting (and notice of the meeting having been
properly given in accordance with these Articles) then the quorum
shall be any Member. |
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| Chairman |
| 8.4 |
The Chairman of the Board shall preside as Chairman
at General Meetings of TIO Limited. If the Chairman of the Board
is not present within 30 minutes of the time appointed for holding
a General Meeting or if the Chairman of the Board is unable
or unwilling to act, then the Members present shall elect one
of their number to be Chairman of the General Meeting. |
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| 8.5 |
The Chairman of any General Meeting may, with
the consent of the majority of those Members present at the
General Meeting (being a Meeting at which a quorum is present)
adjourn the General Meeting. No business shall be transacted
at any adjourned General Meeting other than the business left
unfinished at the General Meeting from which the adjournment
took place. Except as otherwise provided by the Articles, it
shall not be necessary to give any notice of an adjournment
or the business to be transacted at an adjourned General Meeting. |
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| Voting |
| 8.6 |
At any General Meeting, a resolution put to the
vote of the meeting shall be decided on a show of hands (each
Member present in person or by Corporate Representative having
one vote) unless a poll is demanded before or on the declaration
of the result of the show of hands by any Member present in
person, by proxy or by Corporate Representative and who is entitled
to vote. |
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Unless a poll is so demanded, a declaration by
the Chairman of the General Meeting that a resolution has been
carried, carried unanimously, carried by a particular majority
or lost on a show of hands and an entry to that effect in the
book containing the minutes of the proceedings of TIO Limited
shall be conclusive evidence of the fact of the resolution having
been so carried, carried unanimously, carried by a particular
majority or lost. The demand for a poll may be withdrawn. |
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| 8.7 |
If a poll is duly demanded, it shall be taken
either at once or after an interval or adjournment and in such
manner as the Chairman of the General Meeting directs. On a
poll each Member will have one vote per whole dollar of its
annual Operating Costs contribution in the immediately preceding
financial year of the TIO Limited (as may have been adjusted
under articles 4.7 and 4.8), except that: |
| |
(a) |
if the Member has made an annual Operating Costs contribution
only in respect of part of the relevant financial year because
it was only a Member during that part, the Member will have
one vote per whole dollar of the pro-rata amount of Annual Levy
the Member would have contributed for the whole financial year
had it been a Member for the whole financial year, based on
the contribution the Member actually paid; |
| |
(b) |
if the Member did not make an annual Operating Costs contribution
in the relevant financial year because it was not a Member during
any part of that financial year, the Member will have one vote;
and |
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(c) |
every Member will in any case have a minimum
of one vote. |
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| 8.8 |
In the case of an equality of votes on a show
of hands or on a poll, the Chairman of the General Meeting at
which the show of hands takes place or at which the poll is
demanded shall not be entitled to a second or casting vote and
the motion shall be lost. |
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|
| 8.9 |
A Member may vote in person, by proxy, by attorney
or by Corporate Representative. On a show of hands, every Member
shall have one vote but in order to pass validly an ordinary
resolution at least one Member who is a Carrier Member must
vote in favour of that resolution. |
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| 8.10 |
Subject to article 8.14, a Member
whose estate is liable to be dealt with in any way under the
law relating to mental health shall not be entitled to vote,
either on a show of hands or on a poll. |
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| Proxies and Other Authorities |
| 8.11 |
The instrument appointing a proxy shall be in
writing and signed by the appointor or his or her duly authorised
attorney or, if the appointor is a corporation, either under
seal or under the hand of an officer or duly authorised attorney
of the corporation. The instrument appointing a proxy shall
be deemed to confer authority to demand or join in demanding
a poll. A Member shall be entitled to instruct his or her proxy
to vote in favour of or against any proposed resolution. Unless
otherwise instructed, a proxy may vote as he or she thinks fit. |
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| 8.12 |
The instrument appointing a proxy may be in any
common or usual form acceptable to the Directors. |
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| 8.13 |
The instrument appointing a proxy for a Member
and a copy of the power of attorney or other authority under
which it is signed or notarially certified (if any) shall be
deposited at the registered office of TIO Limited (or at such
other place within the State as is specified for that purpose
in the notice convening the General Meeting) not less than 24
hours before the General Meeting or adjourned General Meeting
at which the person named in the instrument proposes to vote,
or, in the case of a poll, not less than 24 hours before the
time appointed for the taking of the poll. In default of the
foregoing requirements, the instrument of proxy shall at the
discretion of the Chairman of the General Meeting be invalid. |
| |
|
| 8.14 |
A vote given in accordance with the terms of an
instrument of proxy or attorney shall be valid notwithstanding: |
| |
(a) |
the previous death or unsoundness of mind of the principal; |
| |
(b) |
revocation of the instrument; or |
| |
(c) |
revocation of the authority under which the instrument was
executed, |
| |
unless an indication in writing of such death,
unsoundness of mind or revocation has been received at the registered
office of TIO Limited before the commencement of the General
Meeting at which the instrument is used. |
| |
|
| 8.15 |
Any corporation or other body corporate which
is a Member of TIO Limited may authorise such person as it thinks
fit to act as its Corporate Representative at any General Meeting
of TIO Limited. The person so authorised shall be entitled to
exercise the same powers on behalf of the appointor as the appointor
could exercise if it were a human Member of TIO Limited in accordance
with his or her authority until his or her authority is revoked
by the corporation or other body corporate. |
9. DIRECTORS AND MANAGEMENT OF TIO LIMITED
| 9.1 |
Subject to the Corporations Law and to these Articles,
TIO Limited and the business, affairs and property of TIO Limited
shall be managed by a Board of Directors consisting of up to
ten Directors. |
| |
|
| The Board |
| 9.2 |
Where (and for so long as): |
| |
|
(a) |
Telstra is a Carrier Member, it shall
have the right to appoint two Directors of TIO Limited and it
is intended that (to the extent reasonably practical) it shall
at all times fully exercise that right; |
| |
|
(b) |
Optus is a Carrier Member, it shall
be entitled to appoint two Directors of TIO Limited, and it
is intended that (to the extent reasonably practical) it shall
at all times fully exercise that right; |
| |
|
(c) |
Vodafone is a Carrier Member, it
shall be entitled to appoint one Director of TIO Limited and
it is intended that (to the extent reasonably practical) it
shall at all times fully exercise that right; |
| |
|
(d) |
an Internet Service Provider or Internet
Service Intermediary remains a Member, it (or if there is more
than one such Member, those Members as a group by resolution)
shall be entitled to appoint one Director of TIO Limited and
it is intended that (to the extent reasonably practical) it
(or they) shall at all times fully exercise that right; and |
| |
|
(e) |
a Member (other than Telstra, Optus
or Vodafone and other than any Internet Service Provider or
Internet Service Intermediary) remains a Member, it (or if there
is more than one such Member, those Members as a group by resolution)
shall be entitled to appoint one Director of TIO Limited and
it is intended that (to the extent reasonably practical) it
(or they) shall at all times fully exercise that right. |
| |
| Independent Director and
Other Board Appointments |
| 9.3 |
The Board shall: |
| |
|
(a) |
appoint one independent Director
to TIO Limited; and |
| |
|
(b) |
subject to article 9.1, have the discretion to
appoint up to two (2) further Directors as it sees fit (whether
independent Directors or not) |
| |
provided that each appointment is approved by
TIO Limited at the Annual General Meeting immediately following
the date of the relevant appointment. |
| |
| Review of Board Structure |
| 9.4 |
The Board shall on or before 1 July
1998 review the structure of the Board, and report on the review
to the Members. |
| |
| Vacation of Office |
| 9.5 |
The office of a Director shall become
vacant if the Director: |
| |
|
(a) |
becomes bankrupt or makes any arrangement or composition
with his or her creditors generally; |
| |
|
(b) |
becomes prohibited from holding the office of
a director of a company under the Corporations Law; |
| |
|
(c) |
becomes of unsound mind or a person whose estate
is liable to be dealt with in any way under the law relating
to mental health; |
| |
|
(d) |
resigns his or her office by notice in writing
to TIO Limited; |
| |
|
(e) |
is absent from meetings of the Board for more
than 6 months without permission of the Board; |
| |
|
(f) |
holds any office of profit under TIO Limited or
receives any payment from TIO Limited other than remuneration
properly payable in accordance with the Memorandum and Articles; |
| |
|
(g) |
is removed by the class or Member appointing him
or her; |
| |
|
(h) |
was appointed under article 9.2(a), (b)
or (c) and the person who appointed the Director ceases
to be a Carrier Member; |
| |
|
(i) |
was appointed under article 9.2(d)
and the Carriage Service Provider Member by whom the Director
is employed or of whom the Director is an officer ceases to
be an Internet Service Provider or an Internet Service Intermediary
(or if there is more than one Carriage Service Provider Member
by whom the Director is employed or of whom the Director is
an officer, all such Carriage Service Provider Members cease
to be Internet Service Providers or Internet Service Intermediaries);
or |
| |
|
(j) |
was appointed under article 9.2(e)
and the Member by whom the Director is employed or of whom the
Director is an officer ceases to be a Member or becomes an Internet
Service Provider or an Internet Service Intermediary (or if
there is more than one Member by whom the Director is employed
or of whom the Director is an officer, all such Members cease
to be Members or become Internet Service Providers or Internet
Service Intermediaries). |
| |
|
|
|
| Remuneration |
| |
|
(a) |
The Board may make provision for
a Director to be paid an honorarium from the funds of TIO Limited,
on such terms as the Board considers reasonable, subject to
the following: |
| (i) |
any decision to pay an honorarium
to a Director must be passed by a special resolution of the
Board; and |
| (ii) |
any honorarium which is to be paid to the Independent
Director must be commensurate with the fees usually paid to
a non-executive director of a public company of comparable size. |
| |
|
(b) |
If a director performs duties which,
in the opinion of the Board, are outside the scope of the ordinary
duties of the director, he or she may be paid a special honorarium.
The payment of a special honorarium shall be on such terms as
considered reasonable by the Board and must be passed bya special
resolution of the Board. |
| |
|
(c) |
The Independent Director shall be
reimbursed all reasonable traveling, accommodation and other
expenses incurred in attending Geeneral Meetings or meetings
of the Directors or any committees thereof or while engaged
in the activities of TIO Limited. |
| |
|
(d) |
The honorarium of any Director may
be varied or terminated by special resolution of the Board. |
| |
|
(e) |
The vote of the Director to whom
an honorarium is to be paid is not to be counted in determining
whether a special resolution of the Board in favour of that
payment has been passed, and that Director will not be counted
towards a quorum in relation to that part of a Board meeting
during which such special resolution is considered. |
| |
| Term of Office |
| 9.7 |
Each Director appointed pursuant
to article 9.2 and article 9.3
shall be appointed for a term of 3 years, with the exception
of Directors appointed by Telstra, Optus or Vodafone under paragraph
(a), (b) or (c) of article
9.2 who shall be appointed for such term and upon such
terms and conditions as Telstra, Optus or Vodafone (as appropriate)
think fit. If at the end of the relevant term of office a Director
has not been duly appointed to fill a retiring Director’s
place, the retiring Director may continue in office if he or
she is willing until his or her place is filled unless it is
determined at a General Meeting or Annual General Meeting on
due notice to remove that Director from office or a resolution
for the re-appointment of such Director is put to the relevant
Members as a group and lost. |
| |
| Removal of Directors |
| 9.8 |
Subject to these Articles (including
articles 9.5 and 9.7), the
Constitution and the provisions of the Corporations Law, a resolution,
request or notice of any or all of the Directors is void to
the extent that it purports to remove a Director from their
office or requires a Director to vacate their office, unless
it is determined at a General Meeting or Annual General Meeting
on due notice to remove that Director from office or a resolution
for the re-appointment of such Director is put to the relevant
Members as a group and lost. |
10. POWERS AND DUTIES OF THE DIRECTORS
| 10.1 |
The business, affairs and property of TIO Limited
shall be managed by the Board who may pay all expenses incurred
in promoting and registering TIO Limited out of the funds of
TIO Limited and may exercise all the powers and do all the acts
and things as may be exercised or done by TIO Limited that are
not required to be exercised by TIO Limited in General Meeting,
subject nevertheless, to these Articles, the Constitution, the
provisions of the Corporations Law and to such regulations as
are not inconsistent with these Articles, the Constitution or
provisions of the Law as may be prescribed by the Board or TIO
Limited in General Meeting. |
| |
|
| |
Any rule, regulation or by-law made by the Board
shall be circulated among Members within one month of its coming
into being. |
| |
|
| 10.2 |
The Board may exercise all TIO Limited's borrowing
powers. |
| |
|
| 10.3 |
All cheques, promissory notes, drafts, bills of
exchange and other negotiable instruments drawn on bank accounts
maintained by TIO Limited and all receipts for money paid to
TIO Limited shall be signed, drawn, accepted, endorsed or otherwise
executed, as the case may be, in the manner determined by the
Board from time to time. |
| |
|
| 10.4 |
The Board shall cause Minutes to be made of: |
| |
(a) |
all appointments of officers and employees of TIO Limited; |
| |
(b) |
the names of Board Members present at all General Meetings
and meetings of the Board; and |
| |
(c) |
all resolutions and proceedings at General Meetings
and meetings of the Board. |
| |
|
| |
Upon confirmation of any minutes made, the Chairman
of the meeting at which the proceedings are held or the Chairman
of the next succeeding meeting shall sign the minutes. |
11. PROCEEDINGS OF THE DIRECTORS
| 11.1 |
The Board may meet together for the despatch of
business, adjourn and otherwise regulate its meetings as it
thinks fit. A Director may at any time and the Secretary shall
on the requisition of a Director summon a meeting of the Board. |
| |
|
|
| Voting |
| 11.2 |
Subject to article 11.3,
questions arising at any meeting of the Board shall be decided
by a majority of votes and a determination by a majority of
the Board shall be deemed a determination of the Board. |
| |
|
| 11.3 |
Except as otherwise specified in
these Articles, decisions of the Board in respect of levies
and funding under article 6 must be passed
at a meeting of Directors by a majority of at least 75% of such
Directors as, being entitled to do so, vote in person (or by
their alternate) at that meeting. Decisions in respect of loan
funding must, in accordance with article 6.4,
be passed unanimously. |
| |
| Quorum |
| 11.4 |
Subject to these Articles, the number
of Directors necessary for a quorum shall be three including
one Director appointed by a Carrier. |
| |
| 11.5 |
The Directors may act notwithstanding
any vacancy in the Board, but if and so long as their number
is reduced below the number fixed by or pursuant to these Articles
as a quorum of the Board, the Directors may only act for the
purpose of calling a General Meeting and seeking such amendments
to these Articles as would be desirable in the circumstances
to enable sufficient Directors to be appointed to constitute
a quorum, or to amend article 11.4. |
| |
| Chairman |
| 11.6 |
The Directors may appoint any of
their number to act as Chairman of Directors by ordinary resolution.
The Chairman's tenure shall be for one year unless otherwise
approved by the Board. The Directors may remove a Chairman appointed
under this article 11.6 at any time and appoint
another in his or her place by ordinary resolution. If there
is no Chairman or if he or she is not present within 10 minutes
after the time appointed for holding a meeting of the Board,
then the Directors present may choose a Director to be Chairman
of the meeting. |
| |
|
| 11.7 |
The Chairman of any meeting shall
not have a casting vote at that meeting. |
| |
|
|
| Committees |
| 11.8 |
The Board may delegate any of its
powers and/or functions (except powers conferred and duties
imposed on the Directors by law which are incapable of delegation)
to one or more committees consisting of such persons as the
Board thinks fit. Any committee so formed shall: |
| |
(a) |
conform to any regulation that may be imposed
by the Board; |
| |
(b) |
have power to co-opt any person or persons provided
that any person so co-opted shall not have a vote on such committee
unless so authorised by the Board; and |
| |
(c) |
include at least one representative of a Carrier
Member and one who is a Carriage Service Provider Member. |
| |
|
| 11.9 |
A committee may meet for the despatch
of business, adjourn and otherwise regulate its meetings as
it thinks fit. Questions arising at any meeting shall be determined
by a majority of votes of the committee members present and,
in the event of an equality of votes, the Chairman of the committee
shall not have a second or casting vote, and the motion shall
be lost. |
| |
|
| 11.10 |
All acts done by the Board, by a
committee or by any person acting as a Director or committee
member shall be valid, notwithstanding that it is subsequently
discovered that: |
| |
(a) |
there was some defect in the appointment of any
Board or committee member or person so acting; or |
| |
(b) |
a Board or committee member or any of them was
disqualified, |
| |
as if every such person had been
duly appointed and was qualified to hold their purported office. |
| |
|
| Resolutions in Writing |
| 11.11 |
A resolution in writing signed by all the Directors
for the time being entitled to receive notice of meetings of
the Board shall be valid and effectual as if it had been passed
at a duly convened meeting of the Board. Any such resolution
may consist of several identical documents each signed by one
or more Directors. |
| |
|
|
| Meetings by Electronic Means |
| 11.12 |
If - |
| |
(a) |
the Directors confer by radio, telephone, closed
circuit television or other electronic means of audio or audio-visual
communications, |
| |
(b) |
all the Directors who for the time being are entitled
to receive notice of a meeting of the Directors receive notice
of the conference and have access to the means by which the
conference is to take place, and |
| |
(c) |
each of the Directors taking part in the conference
is able to hear each of the other Directors taking part in the
conference, |
| |
then all the provisions of these Articles relating
to meetings of the Board shall apply to the conference as if
such conference were a meeting of the Board and as if the Directors
taking part in the conference were physically present together
at a meeting, and any resolution passed by such conference shall
be deemed to have been passed at a meeting of the Board held
on the day on which and at the time at which the conference
was held. |
| |
|
| |
The fact that a Director is taking part in the
conference shall be made known to all the other Directors taking
part, and no Director may disconnect or cease to have access
to his or her means of communication or otherwise cease to take
part in the conference unless he or she makes known to all other
Directors taking part that he or she is ceasing to take part
in the conference. Until a Director makes it known that he or
she is ceasing to take part in the conference he shall be deemed
to continue to be present and to continue to form part of the
quorum. |
| |
|
| Declarations of Interest |
| 11.13 |
A Director may not be counted in any quorum considering
any contract or proposed contract with TIO Limited in which
he or she is interested nor vote in respect of any such contract
or proposed contract unless the Director discloses the existence
and nature of that interest to the Board prior to voting and
if he or she does so vote without making disclosure, his or
her vote shall not be counted. Such Director may attest the
affixation of the seal to such a contract. |
| |
|
| Alternate Directors |
| 11.14 |
With the approval of the Board, any Director may
appoint: |
| |
(a) |
any person or another Director to be an alternate
or substitute Director in his or her place during such period
as he or she thinks fit; and |
| |
(b) |
a second person or Director to be an alternate
or substitute Director to replace the first appointed alternate
or substitute Director if he or she is unable or unwilling to
act. |
| |
|
| |
Any alternate or substitute Director shall be
entitled to notice of meetings of Directors, to attend and vote
at such meetings and to exercise all the powers of the appointor
in his or her place. An alternate or substitute Director shall
ipso facto vacate office if the appointor vacates or is removed
from office. Any appointment or removal under this article
11.14 shall be effected by notice in writing signed
by the appointor and delivered to the registered office of TIO
Limited. |
| |
|
| 11.15 |
An alternate Director who is also a Director in
his or her own right shall be entitled to vote in his or her
own capacity as Director and again for each alternate directorship
held. |
12. COUNCIL AND CONSTITUTION
| Council |
| 12.1 |
The Board shall establish a body of persons to
form a council (the "Council"). The
Council shall comprise such number of persons as determined
by the Board from time to time in accordance with these articles
but must consist of the following: |
| |
(a) |
one independent Chairman (see article
12.7); |
| |
(b) |
representation as follows: |
| |
|
(i) |
one nominee of Telstra; |
| |
|
(ii) |
one nominee of Optus; |
| |
|
(iii) |
one nominee of Vodafone; and |
| |
|
(iv) |
such number of persons as determined by the Board in accordance
with these articles and the Council Election and Appointment
Policy, to be appointed in accordance with these articles and
the Council Election and Appointment Policy, each person being
a nominee of any Member apart from Telstra, Optus or Vodafone
which Member has the qualifications (if any) set out in the
Council Election and Appointment Policy (“Elected
Industry Nominees”); and |
| |
(c) |
persons numbering three more than the number of
Elected Industry Nominees, from groups representing users of
telecommunications services or groups representing public interest
issues relevant to telecommunications services (“User
Nominees”). |
| |
| Number of Council members |
| 12.2 |
The Board shall determine the number of Council
members provided that: |
| |
(a) |
any increase or decrease in the number of Council
members (from the number that was immediately preceding) must
be passed by special resolution of the Board; |
| |
(b) |
in making any determination as to the number of
Council members, the Board must adhere to the requirements of
article 12.1; and |
| |
(c) |
the total number of Council members may not be
decreased below 9. |
| |
|
|
| Term of appointment |
| 12.3 |
Other than the representatives of Telstra, Optus
and Vodafone, whose term on the Council shall be as determined
by their respective organisations, persons appointed to the
Council shall be appointed for a term of three years. |
| |
|
| Re-appointment |
| 12.4 |
12.4 Subject to these articles, all persons appointed
to the Council from time to time shall be eligible for re-appointment
to the Council for a further term or terms. |
| |
|
| Remuneration |
| 12.5 |
In recognition of their time, effort
and commitment to TIO Limited, User Nominees, Elected Industry
Nominees and the independent Chairman of the Council may be
paid an honorarium from the funds of TIO Limited. The frequncy
and amount of hte honorarium shall be determined by the Board
from time to time. |
| |
| Directors ineligible |
| 12.6 |
No Director may be appointed to the Council during
his or her term as a Director. |
| |
|
| Independent Chairman |
| 12.7 |
The Board shall appoint the independent Chairman
of the Council. The independent Chairman must not be associated
with any Member. Before appointment or re-appointment of the
Chairman of the Council, the Board shall consult with Council
members, the Federal Minister responsible for consumer affairs
policy and the Federal Minister responsible for communications
policy. |
| |
|
| Appointment of User Nominees
and Elected Industry Nominees |
| 12.8 |
User Nominees and Elected Industry Nominees are
to be nominated and appointed in accordance with the Council
Election and Appointment Policy determined by the Board by special
resolution from time to time. All Council Members are required
to sign an undertaking to be bound by the TIO Council Election
and Appointment Policy. Such policy shall not be altered except
by special resolution of the Board. |
| |
|
| Vacation of Office |
| 12.9 |
The position of a Council member shall become
vacant in accordance with the requirements and procedures of
the Council Election and Appointment Policy. |
| |
|
| Alternates |
| 12.10 |
With the approval of the Council any Council member
may appoint: |
| |
(a) |
any person (including another Council member)
to be an alternate Council member in his or her place during
such period as he or she thinks fit; and |
| |
(b) |
a second person (including another Council member)
to be an alternate Council member to replace the first appointed
alternate Council member if he or she is unable or unwilling
to act. |
| |
|
| |
Any alternate Council member shall be entitled
to notice of meetings of the Council, to attend and vote at
such meetings and to exercise all the powers of the appointor
in his or her place. An alternate Council member shall ipso
facto vacate office if the appointor vacates or is removed from
office. A Council member may revoke the appointment of an alternate
Council member appointed by him or her at any time. Any appointment
or removal under this article 12.10 shall be
effected by notice in writing signed by the appointor and delivered
to the registered office of TIO Limited. |
| |
|
| 12.11 |
An alternate Council member who is also a Council
member in his or her own right shall be entitled to vote in
his or her own capacity as a Council member and again for each
alternate Council membership held. |
| |
|
| Reimbursement of expenses |
| 12.12 |
All Council members shall be reimbursed by TIO
Limited for all reasonable travelling and other expenses incurred
in undertaking activities of the Council, promptly upon production
of appropriate receipts or other records accurately recording
those expenses. |
| |
|
| Constitution |
| 12.13 |
TIO Limited shall operate in accordance with and
observe the roles, functions, powers and obligations set out
in the Telecommunications Industry Ombudsman Constitution annexed
to these articles (“Constitution”)
for the time being in force and as that document may be modified
or amended from time to time. |
| |
|
| 12.14 |
In becoming a Member of TIO Limited each Member
agrees: |
| |
(a) |
to be bound by and observe the terms of the Constitution;
and |
| |
(b) |
that any amendments to the Constitution shall
be made in accordance with the terms of the Constitution for
the time being in force. |
13. OMBUDSMAN, ACTING OMBUDSMAN AND DEPUTY
OMBUDSMAN
| Ombudsman |
| 13.1 |
The Council shall recommend from time to time
to the Board a person to be appointed as the Ombudsman and the
Board shall appoint him or her on the basis of that recommendation.
Similarly, the Board shall, only on the recommendation of the
Council, terminate the appointment of any person as the Ombudsman. |
| |
|
|
| Acting Ombudsman |
| 13.2 |
A person may be appointed as Acting Ombudsman,
which appointment will last only until either a new Ombudsman
is appointed or the existing Ombudsman is able to resume his
or her duties (as the case may be), if: |
| |
(a) |
the appointment of the Ombudsman has terminated
or expired; |
| |
(b) |
the Ombudsman is rendered physically or mentally
incapable of carrying out his or her duties; or |
| |
(c) |
the Ombudsman is or is to be absent and unable
to perform his or her duties for an extended period. |
| |
|
|
| 13.3 |
The Acting Ombudsman shall be appointed
in the same manner as the Ombudsman, and the appointment of
the Acting Ombudsman shall only be terminated in the same manner
as the appointment of the Ombudsman may be terminated, all as
specified in article 13.1. |
| |
|
|
| 13.4 |
The Acting Ombudsman shall during
his or her appointment have all the rights, powers and obligations
of the Ombudsman. |
| |
|
|
| Deputy Ombudsman |
| 13.5 |
The Ombudsman may from time to time
recommend to the Council a person to be appointed as the Deputy
Ombudsman. The Council may recommend to the Board the appointment
of that person, and the Board shall appoint that person on the
basis of that recommendation. The Council may from time to time
recommend to the Board that the appointment of the Deputy Ombudsman
be terminated, and the Board shall terminate that appointment
on the basis of that recommendation. |
| |
|
|
| 13.6 |
To the extent permitted by the Constitution,
the Ombudsman may delegate rights, powers and obligations to
the Deputy Ombudsman. |
| |
|
|
| Terms of Appointment |
| 13.7 |
The terms of appointment of the Ombudsman,
the Acting Ombudsman and the Deputy Ombudsman shall include: |
| |
a) |
undertakings by those persons to: |
| |
|
(i) |
be bound by the provisions of the Constitution; and |
| |
|
(ii) |
promptly make a written declaration to the Chairman
of the Board (or if there is no Chairman, to the Board generally)
of any actual or potential conflict of interest which may arise
between their duties as officers of TIO Limited and their personal
interests by reason of their having a direct financial interest
in a Member or in a business operated by a complainant under
the Scheme, after becoming aware of the conflict or potential
conflict. Without limitation, the Ombudsman, Acting Ombudsman
or Deputy Ombudsman is deemed to have a potential conflict of
interest if he or she holds any share in any Member or complainant.
The holding of a share or other financial interest in a Member
by a family member of the Ombudsman, Acting Ombudsman or Deputy
Ombudsman is deemed not to constitute an actual or potential
conflict of interest; and |
| |
(b) |
such other terms as the Council may recommend. |
| |
|
|
| 13.8 |
The Ombudsman, the Acting Ombudsman
and the Deputy Ombudsman must not be associated with any Member
of TIO Limited. |
14. SECRETARY
The Secretary shall be appointed by the Board for such term and
upon such terms and conditions as the Board thinks fit. The Secretary
may be removed by the Board provided that if the Secretary is also
a Director of the Company, he or she shall not be entitled to receive
any remuneration except as provided by these Articles.
15. SEAL
The Board shall provide for the safe custody of the seal which
shall only be used by the authority of the Board or a committee
of Directors authorised by the Board in that behalf. Every instrument
to which the seal is affixed shall be signed by a Director and shall
be countersigned by the Secretary, a second Director or some other
person appointed by the Board for that purpose.
16. ACCOUNTS
| 16.1 |
The Board shall cause proper accounts and other
records to be kept and shall distribute copies of financial
statements and related documents as required by the Law. |
| |
|
| 16.2 |
Subject to the Corporations Law, the Board shall determine
the times and places at which and the conditions and regulations
upon which the accounting and other records of TIO Limited shall
be open for inspection by the Members in accordance with clause
4.2 of the Memorandum. |
| |
|
| 16.3 |
The first financial year of TIO Limited shall be the period
from the date of incorporation to 30 June 1993 and thereafter
from 1 July in each year to the following 30 June. |
17. AUDIT
A properly qualified auditor or auditors shall be appointed and
its or their duties regulated in accordance with the Corporations
Law. Each report of the auditor or auditors shall be submitted to
the Members as required by law.
18. NOTICES
| 18.1 |
Any notice required by law or by or under these
Articles to be duly given to any Member shall be given by sending
it by post to his or her address in the Register of Members.
Where a notice is sent by post from within Australia, service
of the notice shall be deemed to be effected by properly addressing,
prepaying, and posting a letter containing the notice and to
have been effected 2 days after the date of posting. |
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| 18.2 |
Notice of every General Meeting shall be given
in any manner authorised by these Articles to: |
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(a) |
every Member except those Members who have not
supplied an address to TIO Limited for the giving of notices;
and |
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(b) |
the auditor or auditors for the time being of TIO Limited,
if required by law. |
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| 18.3 |
No other person shall be entitled to receive notice
of General Meetings. |
19. REVIEW OF SCHEME
| 19.1 |
The Board shall commission reviews of the Scheme
and develop proposals for the continued operation or termination
of the Scheme. Such reviews shall be completed prior to 1 July
1999 and every third anniversary of that date so as to allow
sufficient time for any adjustments to or termination of the
Scheme to be implemented before those dates, after sufficient
consultation with Members, the Council, groups representing
users of telecommunications services and groups representing
public interest issues relevant to telecommunications services. |
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| 19.2 |
The Board shall consider any recommendation made at any time
by the Council for a review of the operations of the telecommunications
industry ombudsman scheme, and shall consult with the Council
before setting the scope or the timing of any such review. |
20. WINDING UP
| 20.1 |
The provisions of clause 6 of
the Memorandum relating to the winding-up or dissolution of
TIO Limited shall have effect and be observed as if the same
were repeated in these Articles. |
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| 20.2 |
If and only if The Telecommunications (Consumer Protection
and Service Standards) Act 1999 no longer requires that Carriers
and Eligible Carriage Service Providers enter into a telecommunications
industry ombudsman scheme the Members may, by agreement, wind
up TIO Limited or transfer it to those Members which choose
to continue the scheme. |
21. INDEMNITY
Every Director, Secretary, Council member and other officer for
the time being of TIO Limited shall be indemnified out of the
assets of TIO Limited against any liability incurred by him or
her in bringing or defending any proceedings (other than proceedings
brought against him or her by TIO Limited or a related company),
whether civil or criminal, arising out of the execution in good
faith of the duties of his or her office.
WE, the persons whose names and addresses are subscribed, being
the subscribers to the Memorandum, hereby agree to the foregoing
Articles of Association.
Document current as at: 3 April 2008
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