Members Agreement

This agreement made between a Founding Member and a new Student Member is governed by this private member agreement and the conditions set-forth in this agreement only. The Private Members Association, being an unincorporated (hereinafter – The Association) does not include any public policy, statutes, political parties, legislative Act’s, Bill’s or instrument’s of any other Body Politic within these articles of association as members agreeing to this social compact agreement hereby become equal in rights as private members of this Association.

TERMS AND CONDITIONS

Member shall be entitled to all the benefits and privileges of Student Membership in the Association so long as Member shall maintain good standing, including continued adherence to the bylaws and adherence otherwise to all terms of this Agreement. Membership shall not extend to family members above the age of eighteen (18), who shall be required to become members subject to the terms of their own agreement themselves. Member further affirms and agrees that any conduct that is, within the absolute and exclusive discretion and determination of the Association, discordant or out of step with the bylaws, principles and terms the Association or Mission Statement, or that constitutes other material breach of this Agreement may result in immediate termination of membership. No action or inaction on the part of the Association under this provision shall constitute waiver of The Association right to exercise its rights and duties under this provision at any time within its absolute and exclusive discretion.

MEMBERS

Any member (whether in his or her own private capacity or so duly appointed by the representative of any organisation) who fulfils the requirements and is admitted as a client member of the Association shall be deemed to be a member of the Association unless he/she indicates in writing to the secretary that he/she does not want to be a member. The number of client members shall be unlimited.

PROPRIETARY BRANDED WORK & PRODUCT

Member’s shall use Written Work Product only in the original form provided without editing, modifying, altering, adding to, eliminating from, combining or merging or splicing with the written work product of others, or in any other way changing or diluting (collectively, “Diluting” or “Dilution”) the Written Work Product of the Association. Any Dilution of the Association Written Work Product may alter its intended purpose and effectiveness and is strictly prohibited. The Association does not and will not back or support any Member in the event of any use of its Written Work Product contrary to the terms of this provision, and such use is strictly prohibited. Any such use is done at Member’s own risk without prejudice or liability to the Association. Such unauthorised use also constitutes a material breach of this Agreement and grounds for immediate termination of membership.

REGISTER OF MEMBERS

The Assembly shall cause a Register to be kept in which shall be entered the names and other information of all persons admitted to membership of the Association and the dates of their admission as a member. Particulars should also be entered into the Register of deaths, resignations, terminations and reinstatements of membership and any further particulars as the Assembly and the members at any general meeting may require from time to time.

CESSATION of MEMBERSHIP

Resignation – A member of the Association may, at any time, resign by sending to the secretary a written notice of resignation.

Expulsion – in the event of the Association expelling an client member, he/she shall be deemed to have ceased to be a member of the Association. Such a member shall have had notice of the intended resolution of expulsion and shall have had an opportunity of attending a meeting of the Assembly of the Association or of giving an explanation or defence as the member may desire, ordinarily or in writing.

Right of Appeal – in the extent of an expulsion of a member from the Association, that person will not have the right of appeal.

Failure to pay fees – in the event that a member shall fail to pay any fees payable to the Association, within three months of the due date, he/she shall be deemed to have ceased to be a member of the Association.

DISPUTE RESOLUTION & BYLAWS

Procedures for internal disputes are to be dealt in accordance with our bylaws by the Founding Members jointly with the Client Members in resolving any issue arising. The Association has also adopted the Universal Declaration of Human Rights UDHR, and every

Member joining The Association must observe the bylaws relating to disputes between members of The Association or Members of the Assembly which are to be consistent with the rules of natural law and in observance of the “Universal Declaration of Human Rights”. Association Member’s must agree to act and behave in a peaceful manner and agree to the bylaws before joining the Association and also observe the Natural Law of “do no harm”.

 INDEMNITY

Student Member agrees to hold the Association, its owners, trustees, representatives and staff harmless against any and all liability for any unintentional harm that may occur during membership and arising out of Member’s use of the Associations Written Work Product, services or other benefits of membership, except for harm resulting from gross negligence or intentional misconduct on the part of the Association. Member expressly and in good faith agrees to and affirms, without objection, the Associations protocol of handling any disputes with the Assembly directly as private Associations business (“In-House Dispute Resolution”), without resorting to public courts or tribunals, administrative bodies, or other public forums. In-House Dispute Resolution shall be limited to the Associations dispute resolution in this agreement. Each party agrees to defend, indemnify, and hold harmless the other party and its officers, trustees, representatives, agents, affiliates, and employees from any and all third party claims, demands, liabilities, costs and expenses, including reasonable attorney fees, costs and expenses resulting from the indemnifying party’s material breach of any duty, representation, or warranty under this Agreement.

DECISION MAKERS

An Association or Assembly member may not act as a decision maker in relation to a complaint, grievance, or other dispute if 2 or more members of the Association or Assembly consider that there are reasonable grounds to believe that the person may not be—

(a) impartial; or

(b) able to consider the matter without a predetermined view or prejudice regarding the matter or have cause to discriminate.

INTERNATIONAL LAW

The Private members of the Association Assembly also hereby adopt;

The Universal Declaration of Human Rights by The General Assembly and Proclaims as its own;

THE “UNIVERSAL DECLARATION OF HUMAN RIGHTS”

As a common standard of achievement for all peoples and all nations, to the end that every individual and every organ of society, keeping this Declaration constantly in mind, shall strive by teaching and education to promote respect for these rights and freedoms and by progressive measures, national and international, to secure their universal and effective recognition and observance, both among the peoples of Member States themselves and among the peoples of territories under their jurisdiction.

PREAMBLE

Whereas recognition of the inherent dignity and of the equal and inalienable rights of all members of the human family is the foundation of freedom, justice and peace in the world,

Whereas disregard and contempt for human rights have resulted in barbarous acts which have outraged the conscience of mankind, and the advent of a world in which human beings shall enjoy freedom of speech and belief and freedom from fear and want has been proclaimed as the highest aspiration of the common people, Whereas it is essential, if man is not to be compelled to have recourse, as a last resort, to rebellion against tyranny and oppression, that human rights should be protected by the rule of law, Whereas it is essential to promote the development of friendly relations between nations, Whereas the peoples of the United Nations have in the Charter reaffirmed their faith in fundamental human rights, in the dignity and worth of the human person and in the equal rights of men and women and have determined to promote social progress and better standards of life in larger freedom, Whereas Member States have pledged themselves to achieve, in cooperation with the United Nations, the promotion of universal respect for and observance of human rights and fundamental freedoms, Whereas a common understanding of these rights and freedoms is of the greatest importance for the full realisation of this pledge, Now, therefore,

ADDITIONAL BYLAWS

PRIVILEGES & IMMUNITIES OF THE PRIVATE MEMBERS OF THE ASSOCIATION

Immunity from suit – Except in so far as in any particular case it has expressly waived its immunity, the members shall have immunity from suit and public policy as a legal process.

Inviolability of premises and archives and shall have the like inviolability of official premises and official archives as is accorded in respect of official premises and official archives for private members of an Association while performing as a function its daily operations.

Immunity of property – The Association shall have immunity in relation to its property and assets from search, requisition, confiscation, expropriation, or any other form of interference.

Exemption from taxes and rates – The Association shall have the like exemption from taxes and rates, on goods, as is accorded by the Government of any foreign State.

Privileges and immunities of staff or office holders or members of the Assembly

Except in so far as in any particular case any immunity or privilege is waived by a member of the Assembly, all members of the staff of the Association other than persons in the domestic service of the Association, and all experts employed on behalf of the Association shall be accorded—

(a) immunity from suit and legal process in respect of things done or omitted to be done by them in the course of the performance of their official duties:

(b) exemption from income tax in respect of endowments, stipends, or allowances received for services in respect of their duties.

Notwithstanding anything to the contrary, The Association is wholly or partly exempt from any public or local tax, duty, rate, levy, or fee by any of the State Governments, body politic or body corporates or persons:

IMMUNITY FROM PUBLIC CRIMINAL OR CIVIL LIABILITY, SAVING OF CERTAIN RIGHTS ETC

(1) Nothing in public policy shall apply to the Student Members of the Association or authorise proceedings by or against the members in his or her private capacity.

(2) Except as therein otherwise expressly provided, nothing in the Articles shall—

(a) affect the law relating to public policy, statute, legislation or apply to proceedings in causes or matters within the jurisdiction of any state, or to any criminal proceedings; or

(b) authorise proceedings to be taken against the private members of the Association under or in accordance with public policy by any state in respect of any alleged liability of the members arising otherwise than in respect of the members of the Association, or affect proceedings against the members of the Association in respect of any such alleged liability as aforesaid; or

(c) affect any proceedings by the members of the Association; or

(d) subject the members of the Association to any greater liabilities in respect of the acts or omissions of any independent contractor employed by the members of the Association than those to which the members of the Association would be subject in respect of the acts or omissions if any member were a private person; or

(e) subject the members of the Association to any liability in respect of the acts or omissions of any other person while any such person is rendering any professional or other service or supplying any private service or material in respect of any agreement provided under any social compact agreement, unless the other member is acting as a servant of the members of the Association at the time of the act or omission; or

(f) subject the members of the Association, in their private capacity as a local authority in the community of the Association, to any greater liability than that to which a local authority is subject in that capacity; or

(g) interfere with or affect any bylaw that now is or hereafter may be in force whereby the members of the Association, or any of its officers and staff, is exempt from liability for anything done or affect any power, authority, or liability vested in or imposed upon the members of the Association or any of its officers or servants under any such bylaw; or

(h) affect any right of the members of the Association to control or otherwise intervene in proceedings affecting the members of the Association’s rights, property, or profits; or

(i) affect any liability imposed on a Trustee or on members of the Association Bank Account or

(4) Where any property vests in the members of the Association by virtue of any rule of law which operates independently of the bylaws or the intentions of the members of the Association, the members shall not by virtue of this bylaw be subject to any liabilities in tort by reason only of the property being so vested; but the provisions of this subsection shall be without prejudice to the liabilities of the members of the Association under this bylaw in respect of any period after the members of the Association or any person acting for the members of the Association has in fact taken possession or control of any such property, or entered into occupation thereof.

DISCLAIMER

Nothing in this Agreement shall be construed as a contract for legal or professional services or advice regarding taxation and tax planning, accounting, investments, financing, banking, insurance, litigation or litigation avoidance, estate planning or other similar professional or expert advice. It is Member’s exclusive and non-delegable due diligence responsibility to thoughtfully review and consider the terms of this Agreement as well as any Written Work Product or services offered or contemplated under the terms of this Agreement and as part of any membership benefit, before making any decisions as to application of such Written Work Product or services for Member’s own use or unique circumstances, within Member’s exclusive and absolute discretion, including whether to seek advice from legal counsel, tax advisors, accounting professionals, or other professionals or advisors of Member’s choosing, at Member’s own cost, before making such decisions. Member agrees to hold the Association harmless from any claims or damages arising out of any such decisions exercised by Member within Member’s exclusive and absolute discretion.

PROCLAMATION AS TO ASSOCIATION;

The Common agreement between 2 or more members, is hereby declared to be a Private Members Association of which 2 or more members are equal in rights for a more perfect union, The Founding Member(s) have been authorised for and on behalf of The Association to create a new social contract between the new member – Hereinafter, The Student Member. 

The Student Member agrees that the following terms and conditions will apply to the services to be performed by other Member’s under this Agreement. This Agreement will commence on acknowledgement and will proceed for a duration of time that is an agreed period until such time the member decides to no longer remain a member or membership is terminated by the secretary of the Assembly under a decision made under one of the Associations bylaws. 

1) The Member agrees to the contractual obligations of the Founding Member’s and or Assembly of members,

2) Services may include any reasonable requests to fulfil the general purpose of The Association as a not for profit as a community service provider, which may include;

a) To aid in the delivery of projects,

b) To assist where possible in a professional or non-professional manner

c) To always take care and observe other members, rights and privilege’s,

d) To observe community safety regulations and adhere to a high standard of safety

e) To observe the bylaws a project is being delivered within.

f) To follow the direction of senior Founding Members or qualified professionals as they deliver a service with the community.

g) To always respect the other members and officials or senior advisors to The Association.

3). Sustenance or remuneration is to be provided to The Member by way of contributions for any and all expenses required from The Association while The Member contributes their time delivering a project to the community objective, as its core purpose.

4). Failure to deliver the necessary service for a project may be cause for termination of this agreement by either party. This agreement may be terminated by a Founding Member or Assembly member and when remuneration or expenses are settled and agreed upon.

5). The function, duties and positions of work to be carried out may include any function as long as it supports the primary purpose of The Association to aid in the delivery of projects and enjoy the benefits as a member.