Embed Size (px)
Citation preview
•
(
"- \
/
",.. .
( (
Corporations Act 2001
·CpNSTITUTION
OF
CONSTITUTION
OF
IR21 LTD
ACN 106 441 463
.. .
.. -nJ \ 4- i2b-or ~\c:b-3 ~ No 8a::::tk::0
,I
99
(
(
( (
CORPORATIONS ACT 2001
A PUBLIC COMPANY LIMITED BY GUARANTEE
AND NOT HAVING SHARE CAPITAL
CONSTITUTION
OF
IR21 LTD
ACN 106 441 463
100
(
(
( (
Certificate of Registration ofa Company This is to certify thilt
IJUI LTD
Australian ~o~panYNumber 106 441 463
is a registered company under the Corporations Act 2001 and is takerito be registered in Victoria ..
The corripany is limited by guarantee. . . \' .
Th~ company is a public company . .
. The day of commencement o{ registration IS . the twenty-fourth day of September 2003.
Issued by the Australian Securities and Investments Commission on this twenty-fourth day of September, 2003 .
David Knott Chainnan
-:;~.: " ,:.,
',.
) .. ,. "
' . ,- . '. ,: .. '" ", ~ .
:::.~ .
.<. ) i." '?" '.\. ~ , ; ';"... .
, ' ", ,~
c'
101
( ( ,
Table of Contents
CHAPTER 1 - INTERPRETATION ..... ............................ ...... ....... ....... ..... ......... .......... 1
1. This Constitution .... ........... .................. ....... .... .... ... ... ..... .. ... ....... .. .. ....... ....... ...... 1
2. Definitions ....... .. ............................................................. ....... ............ ... ......... .... 1
CHAPTER 2 - NATURE OF THE COMPANY ........................................ ..................... 2
3. Public Company ......................... ....................................................................... 2
4. Limitation of Company ..................................................... .............. .. ................. 2
5. Guarantee of Members ................................ : ........... ... ................................. ... ... 2
6. Object of the Company ................................................................................ ... ... 3
7. Scope of powers ........ ................... .. ................................. ......................... ..... ..... 3
CHAPTER 3 - DIRECTORS ......................................... C ............................................. 3
8.
9.
Number of Directors ... ................................................... .... ................................ 3
CompaJlY may appoint a Director ......... .... ......................................................... 4
10. Directors may appoint other Directors .............................................................. .4
11. . Non-eligibility of Auditor .............. , .................................................................... 4
12. Period of appointment of Directors ................................................................... .4
13. Alternate DU'ectors ..... .... ....... ..... ........................... ............ ................ ........ ... ..... 4
14. Attorneys of Directors ..... ... ...... . ........... .. .... ... ... .............. : ....... .... ................ ...... .. 4
IS. Other otlices held by Directors ................................... ........................................ 5
1.6. Remuneration of Directors ........ ............ .. ..... ...................................... ................ 5
17. Remunel'3tion of Directors for extra services .................... · ................................... 5
18. Director may resign ............................ ...... ................................ .......... . ·; ............. 5
19. Removal by Members ........................................................................................ 5
20. Vacation of oftice ............................................................................................... 5
21. Material personal interest - Director's duty to disclose ....................... ................. 6
22. Director may give standing notice about an interest. ..................................... ...... 6 -
23. Voting and completion of transactions in which a Director has a material personal interest ................................................................................................ 6
24. Financial Benefits to related parties ................................................................... 7
CHAPTER 4 - MANAGEMENT OF BUSINESS BY DIRECTORS .............................. 7
25. Powers of Directors .......... ........................................... .... ......... ......... ..... ..... ....... 7
26. Negotiable instruments .............. .. ....... ........ ................ ....... ................................ 7
27. Managing Director ................. .......... .................................................... ... .......... 7
28. Delegation to committees ............................................................................ .. ..... 7
CHAPTER 5 - DIRECTORS' MEETINGS ................. . : ................................................ 8
102
(
~
29 . Cil-culating l·esoJutions ......... .............................................................................. 8
30. Calling Directors' meetings ................................................................................ 8
31. Use of technology ... ....... ..................................................................................... 8
32. Chap'ing Directors' meetings ..................... . : ..... .. .. ..... ......... .... .. .......................... 8
33 . Quorum at Directors' meetings .......................................................................... 8
34. Passing of Directors' .·esolutions ........................................................... .... .......... 8
CHAPTER 6 - MEETINGS OF MEMBERS ................................................................. 9
35. Calling of meetings of Members by a Director .................... : ............................... 9
36 . Calling of general meetings ..... .... ........... .... .... .... .... ........ ........... .... .... ..... ....... .. ... 9
37 . Annual general meetings ....... ............ ...... .. ......................................................... 9
38 . Amount of notice of meetings ............................................................................. 9
39.
40.
Notice of meetings ............................................. 1, ......... .. ....... . . . ... .............. ....... ... 9
Auditor entitled to notice and oilier communication ......................................... 10
41. Notice of adjourned meetings ... : ........................................................................ 10
42 . Members' resolutions ...... ..... ..................................... .............. ... ...................... 10
43. Time and place for meetings of Members ......................................................... 10
44. Technology ......... ......... .. .......................... .. ................ .......... .. .... ...................... 10
45. QuOl·um .. ................. ..... ... ; .......... ............................................... .. ... ... .............. 10
46. Chairing meetings of Members ...................................................................... .. 11
47. Auditor's right to be heard at meetings of Members ........................................ : 11
48. Proxies and body corporate representatives ...................................................... 11
49. Voting at meetings ofMembers ......................................................... :: ............. 11
50. Objections to right to vote ................................................................................ 12
5 1.
52.
How voting is carried out ............................................................. .. .................. 12
Matters on which a poll may be demanded ....................................................... 12
53. When and how polls must be taken ............................................. .. ............ .. ..... 12
CHAPTER 7 - DIRECTORS' AND MEMBERS' MINUTES ...................................... 12
54. Minutes ......................................... .... .... .... .................. .. .. ........................ .. ...... 12
55. 1\1embers' access to minutes ............................................................................. 13
CHAPTER 8 - SECRETARy ..................................................................................... 13
56. Appointment. .......................................................................................... .. ....... 13
CHAPTER 9 - MEMBERS .................................................................................... ..... 13
DIVISION 1 - MEMBERSHIP ................................................................................... 13
57. Number of Members .............. ............................... ...... .............................. ..... .. 13
58 . Admission to melIJcbership .. ................ ......... ....................... ........... .. ..... , ........... 13 • • - <, •• ~
59. Classes of Members ...... ........................ ......... ........ .............................. , ........... 13
- 2 - 103
\
I ,
60. Subscription ....... ... ..... ................................ .......................... .................... ..... .. 13
61. Address of Member .......................................................... ..... ...... ..... ............... 13
DIVISION 2 - CESSATION OF MEMBERSHIP .. .. .. ....... : ..... ........ ....... .... ............ ..... . 14
62. Events leading to cessation ......................... :; ... .............. .. .. .. ..... ..... ....... ... ......... 14
63 . Non-payment of Subscription ..................................................... ... ... ................ 14
64. Effect of cessation ......... ....... ............................................................................ 14
65. Power of Directors in respect of a Member's conduct ................. .. .................... 14
CHAPTER 10 - ACCOUNTS AND AUDIT ................... ............... ..... ............ .. ........... 15
66. Accounting records .. .................. .... ... ........... ... .... .................................. ~ .......... 15
67. Accounts .............. .......................................................... ..... .. ........... ................ 15
68. Auditor .......................... ....... .. ....... ..... ... .......... .. .. .. .......................................... 16
CHAPTER 11 - WINDING UP ... ........... .... .. ...... ....... .... t •.••..•.••..•..•.••... • .••. • ••••.......• • .•• • 16
69.
70.
Rights of Members on winding up ..... ... .. ... .... ................... ... ... ... ......... ......... ..... 16
Distribution of assets ............... :.: ................ ..... .. .............................. ....... ... .. ..... 16
CHAPTER 12 - INDEMNITY ..... ...... .............................. .......... .............. ................... 17
7'1 . Indemnity ........................................................................................................ 17
72. Insurance ........................................................................................................ 17
, 'j ; '
' .-,"
- 3 -1 04
(
t
(
CORPORATIONS ACT2001
A COMPANY LIMITED BY GUARANTEE
CONSTITUTION OF
IR21 LTD ACN 106 441 463
CHAPTER 1 -INTERPRETATION
1. This Constitution
1.1 This Constitution contains clauses setting out the maImer in which the Members ofthe Company have agret:d
to conduct the intemal administration afthe Company.
l.~
2.
2.1
I This Constitution takes the place ofthe replaceable rules contained· in the Act.
D efini ti~ ns
11] this Constitution., unless the context otherwise requires:
"Accounting standards" has the meaning ascribed to it in the Act~
"Act" means the Corporations Act 2001 or any statutory modification, amendment or Ie-enactment in force and any reference to any section, part or division is t~ that provision as so modified, amended or Ie-enacted~
"ASIC II means the Australian Securities and Investments Conmlission;
"Auditor" means the auditor for the time ~eing of the Company;
"Constitution" means this constitution and any supplementary, substituted or amended constitution b~ing in lorce from time to time;
"Chair" means the person appointed to be the chair of meetings of Directors or the chair of meetings of Members (as applicable);
"Director" means any person fonnally and lawfully appointed as a director of the Company including. an altemate director and a person duly appointed and tor the time being acting as an attorney tor a director;
"Directors" means all or any number oftile Directors for the time being;
"Guanmtce" means the maximum amount each Member agrees to pay to the Company in accordance with clause 5;
"lVlanaging Director" lueans a Director or Directors appointed managing director in accordance with clause '27;
"M,ember" means a person admitted as a Member under clause 58; .. IJ ,'
"Officer" means em officer of the Company within the meanin g of section 9 of the Act;
'05
(
(
"R egister of Members" lllt!ans the register of members to be kept pursuant to the Act;
"Secr etary" means any person fonnally and lawfully appointed as a secretary oftlle COlupany including <my assistant or acting secretary or any substitute for the time being for the secretary; and
'"Subscription" means the subscription fee payable by a Member pursuant to clause 60.
~ . 2 \Vords importing:
2. 3
2.4
(a) persons include companies and corporations and vice versa;
(b) the masculine gender include the feminine gender and vice versa; and
(c) the singular number include the plural number and vice versa.
Division 8 of Part 1.2 (other than section !09X) of the Act applie~ in relation to tllis Constitution, so tar as it is capabJt: of application.
Sections 4 and 29, Parts lIT, IV, V, VII anel VIll (other tllan sections 25A, 33(4)(b) and 34AB(b)) of the Acts Interpretation Act 1901 apply in relation to this Constitution .. so fur as they a.r~ capable of application:
2.5 lJnless the context otherwise requires, an expression used in this Constitution that bas a particular meaning in the Act has the same meaning in this Constitution.
2.6 This Constitution is subject to the Act and where there is any inconsistency between a clause of this Constitution and llie Act, llie Act shall prevail to the extent ofthe inconsistency.
CHAJ>TER 2 - NATURE OF THE COMl' ANY
3. P ublic Company
The Company is a public company limited by guarantee.
4. L imit<1tion of Company
4.1 The Company must not be operated for tlle purp ose of the profit or gain of any Member.
4.2 The Company does not have the power to:
(a) issue shares of 'my kind; or
(b) apply, payor transfer, whetller directly or indirectly, any portion oillie income and property ofthe Company for the benefit of, or to a, Member, other than as provided in clauses 16 and 17.
5. Guanmtee of Members
Each Member under takes to contribute a maximum of$2.00 to the Company for payment at:
(a) the debts and liabil ities oftlle Company, .. ' .
eb) the costs, charges cmd expenses of any winding up; and
- 2 -106
( i ,
( {
I,
(c) tbe adjustment of the rights of Members ,mlOng themselves,
in the event that the Company is wound up:
(e1) while the Member is a Member; or
(e) within one year after the Member ceases to be a Member.
(,. Object of the Company
The object for whicb tile Company is established is:
a . assisting any member of the National Union of Workers, or its successors in title, or any other trade union to campaign for and be elected to a position in any trade union, Ioea1 govemment, state or federal election;
b.
. c.
d.
financially supporting, whether by means of paym~llt under covenant or otller agreement or such other maimer as may be deemed appropriate by the directors of the Company. ;my association, charities, clubs, political parties or other organisation associated with the trade union movement;
promoting and supporting, fil)ancially or otherWise, the aims, objects and activities ()f any trade union or similar organIsation;
promoting and supporting, financially or otherwise, the aims, objects and activities of the Australian Labour Party or any other political party or organisation .. or any group endorsed by or associated with the Australian Labour Party or which is supportive of the labour or trade union movement or their philosophies;
t:. acting in conjunction with any trade Uluon or other organisation for ~he purposes of carrying out the objects oflhe Company,
t: advancing 'Uld lending money, on any terms and conditions thought fit by the Comp'UlY, (0 any trade union, politica.l party, group, association and other organisation as may be detennined by the directors of the Company;
g.
h.
L
j.
k
promoting, financially or otherwise, the welfare of trade union members~
assisting .. financially or otherwise, any person in need who is or has been a member of any trade LIDion, their widows, children and immediate relatives dependant on the.m~
issuing appeals and collecting money and goods in kind and organising concerts, functions, railles, exhibitions, games of chance, sport events .. enteitaillllents or fundraising activities of any kind lor the purpose of raising funds for carrying out the objects of the Company;
soliciting and receiving voluntary contributions and using those contributions and any income fi:om them tor the purpose of carrying out tile objects ofthe Company; and
pursuing any of the Objects of the Company set out in this clause 6 and exercising any of the powers of the Company set out in clause 7 and undertaking any action in furtherance of those objects or powers not only within the Commonwealth of Australia but also in relation to any activities ;md undertaking.' of the Company outside the COllunonwealth of Australia.
7. SCOI)e of powers
Provided that its capacities and powers are exercised directly or indirectly in the furtherance of its objects, the Company shaUhave the legal capacity and powers set out in section 124 of tile Act.
CHArTER 3 - DIRECTORS
8. Number of DirectQrs
107 - 3 -
(
t
" (
The Company must have at least tirree and not more than ten Directors, at least two or wllich must reside in Aus tralia, unless the Company in generdlmeeting otherwise detenl1ines.
9. Co mpany may appoi nt a Director
9.1 SUbject to section 201E ofthe Act. the Company may appoin t a person as a Director by resolution passed in general meeting.
10. Di l-ectors may appoint other Directors
10. I Notwithstcmding the previous clause, the Directors may appoint a person as a Director,. whether to [ill a casual vacancy or to make up a quorum for a Directors' meeting) even if the total number of Directors {)therwise present is 110t enough to make up that quorum.
1O.~ If a person is appointed wlder this clause as a Director, the Company must confmn the appointment by resolution at its next annual general meeting. If the appointment is 110t continned, the person ceases to be a Director at the end of the annual general meeting.
\1. Non-eligibility of Auditor
T11e Auditor is ineligible to be elected or appointed as a Director or alternate Director.
12. P eriod oLappointment of Directors
Each Director shall hold office until they die, \racate the office in accordance with clause 20 or the tenn for which they are appointed or elected expires.
13. A lternate Directors
13.1 With the approval of the other Directors, a Director may appoint an alternate to exercise some or all of the Director's powers fbr a specified period.
13.2 If the appointing Director requests the Company to give the altemate notice of D.irectors ' meetings, the Company must do so.
13 .3 ·When an altemate exercises the Director's powers, the exercise of the powers is just as effective as if the powers were exercised by the Director.
13.4 The appointing Director may tenuinate the alternate's appointment at any time .
. 13.5 An appointment or tennination of an altemate must be ill writing. A copy of the appointment must be given (0 tile Company.
14. Attorneys of Directors
\ 4.1 SUbject to the Act, allY Director may appoint an attomey under power who need not be a Member to do specific acts or execute specific documents on behalf of the Director.
\4.2 Every power of attorney authorising an attomey to act for a Director rulal! be deposited at tile omce of the Compa.ny, together with such evidence of due execution as the Directors may require, not less . than one day before the attomey becoll1es entitled to act under it. ..
- 4 -
108
(
\
( (
14.3 8\'cry duly appointed attorney ~hall cease to be capable of acting ifancl when the Director who appointed lilt: a(tol11t:yvacates office as a Director or revokes {he appointment.
14.4 Every duly appointed attomey shall~ so long as that appointment continues, be entitled to exercise all tbe powers and discretions ofthe Director who appointed that att001ey.
15. Other offices held by Directors
A Director may b old any other office or position of profi t in the Company together with the direct()r~hip on ~uch conditions including additional remuneration as may be agreed by the Dimctors.
16. Remuneration of D ircctOl-s
161 SUbject to Chapter 2E of the Act, the Directors are to be paid tile remuneration that the Company detel1llines by resolution.
16.::! The Company may pay a Director's travelling and other expenses tha~ the Director properly incurs:
17.
.. 17. 1
17.~
18 .
19.
19.1
(a) .in attending Directors' meetings or any meetings of COl1unittees of the Directors;
(b) in attendin g any general meeting ofthe Company, and
(c) in cOIUlection with the Company's business.
Remunerat ion of Directors for extra services
If the Company requests a Director to perfonn services in addition to those required by the Act, the Company may remunerate the Director in any m anner the Company thinks fIt.
Any remuneration paid as contemplated by clause 17.1 is in addition tOTemulleration paid under clause 16.
Director may resign
A Di.rector may resign as a Director of the Company by giving written notice of resignation to the Company .... at its registered offic e.
Removal by Memb ers
SUbject to section 203D oftlle Act, the Company may, by resolution:
(a) remove a Director from office; and
(b) appoint anoU,er persoll as a Director in that Director's place.
19.2 If a Director was appointed to represent the interests of particular members, their removal under clause 19. 1 has no effect until a replacement to represent the interests ofthose members has been appointed.
20. Vacation of office
A Director vacates office if the Director:
- 5 -109
(
l (
(a) c~ases to be a Director or becomes prohibited from being a Director by virtue of any provlsioll of the Act;
(11) resigns their office by written notice to the Company;
(c) tor mOTe than six months is absent without penllission of the other Directors from meetings of the Directors held during that period;
Cd) has a material personal interest in <I matter that relates to the affairs ofthe Company (other than as a IvIember) and thils to clisclose detai ls ofthat interest in accordance with clause 21 or the Act; Of
(e) is removed irom the office of Director by it resoJution of tlle Company in accordance with clause 1 Y.
2 J. Mater i~1 persona l interest - Direc tor's duty to disclose
21.1 Unless an exception under section 191 of tIle Act applies, if a Director has a material personal interest in a matter that relates to the allhlrs of the Company, the Director mbst give the other Directors notice. of tilt! interest.
21.2 The notice required by clause 21.1 must:
23.
(al include details of:
(i) the nature and extent of the interest; and
(ii) the relation ofthe interest to the affairs ofthe Company, and
(b) be given at a Directors' meeting as soon as practicable after the Director becomes aware of their interest in the matter.
Director may give standing noti ce about an interes t"
A Director with a material personal interest in a matter that relates to the affarrs of the Company may give standing notice of t11is ongoing interest in accordance with the Act.
Voting and completion of transactions in 'which a Director has a material personal interest
A Director who has a material personal interest in a matter that is being considered at a Directors' meeting shall not:
(a) be present while the matter is being considered at the meeting, or
(b) vote on the matter,
unless:
(e) the interest does not need to be disclosed under section 191 of the Act; or
(d) the Directors who do not have a material personal interest in the matter pass a resolution that:
(i) identifies the Director., the nature oftheir interest in the nlatter and its relation to the afHlirs of the Company; and
- 6 -110
( \
(
(
,,,
(ii) states tilat the Directors are satisfied that the interest should not cJisquaUly the Director from voting or being present.
24. Fimmcial Benefits to related parties
The Company shall not give a financial benefit to a related party of tl~e Company unless it is authorised i.n accordance with the Act.
CHA PTER 4 - MANAGEMENT OF BUSINESS BY DIRECTORS
25. Powers ofDircdors
~5 . 1 SUbject to tile Act anti to any provision ofthis Constitution, the business ofthe ComlxU1Y is to be managed by or under the direction of the Directors.
25.2
26.
26.1
26.2
The Directors may exercise all of the powers of the Company except any powers that any provisions of the Act or tilis Constitution require the Company to exercise in generatmeeting.
N egotiable instruments
Any two Directors may sign,. draw, accept, endorse or otherwise execute a negotiable instrument
The Directors may determine that a negotiable instrument may be signed, drawn, accepted, endorsed or otherwise executed in a different way.
27. l\1anaging Director
27.1 The Directors may appoint one or more of themselves to the office of Managing Director of the Company for a period and on the tem1S (including as to remuneration) as the Directors see fit.
27.2 A person ceases to be Managing Director ifthey cease to be a Director.
27.3 The Directors may confer on a Managing Director any of tile powers that the Directors can exercise.
:!7.4 The Directors may revoke or vary:
(a) tile appointment ofthe Managing Director; or
(b) any of the powers conferred on tile Managing Director.
28 . Delegation to committees
28.1 T11I:: Directors may delegate any of their powers to a local board, a conullittee of Directors, a Director, an employee of the Company or any other persoll.
28.2 The delegate must exercise the powers delegated to it in accordance with any directions of the Directors.
28.3 The efTect ofthe delegate so exercising a power is the same as if the Directors exercised it.
28.4 The Directors may, by power of attomey. appoint any company. finn, person or body of persons to be tl1t:;
attomey of tIle ~ol11pany for:
- 7 -111
(a) any period; Hnd
(h) filr the purposes and with the powers,. authorities and cliscretions vested in or exercisable by the Directors under this Constitution.
CHAPTER 5 - DIRECTORS' MEETINGS
.:!:-'. Circulating resolutions
.:!9.1 Th e Di.rectors may pass a resolution without a Directors' meeting being held if all orthe Directors entitled to votl:: on the resolution sign a dOCWllent containing a slatem~nt that they are in fuvour orlhe resolution set out in the document.
~9.~ ,separate copies of a document may be used for signing by Directors if the wording of the resolution and statement is identical in each copy.
29.3 The resolution is passed when the last Director signs.
30.. Call ing Directors ' meetings
31.
31. 1
31.2
31.3
3.:!.
32.1
32.3
A Djrectors' meeting may be called by a Director giving reasonable notice individually to every other Director.
Use of technology
A Directors' meeting may be called or held using any technology consented to by the Directors.
Any consent may be a standing consent.
A Director may only withdraw their consent within a reasonable period before the meeting.
Clutiring Directors' meetings
The Directors may eJect a Director to chair their meetings.
The Directors may detennine the period for which the Director is to be the Chair.
The Directors must elect a Director present to chair a meeting, or part of it, if:
(a) a Director has not already been elected to chair the meeting; or
(b) a previously elected Chair is not available or declines to act as Chair for the meeting or part orit.
33. Quorum ilt Directors' meetings
Unless the Directors detennine otherwise, the quorum for a Directors' meeting is two Directors and the C]l1orum must be present at all times drning the meetillg.
34. Passing of Directors' resolutions
- 8 -112
f (
34-.1 A resplution of the Directors must be passed by a majority of the votes cast by Directors entitled to vote on lhe resolution.
34.:': Tbe Chair has no casting vote in addition to any vote they have in their capacity as a Director.
CHAPTER 6 - MEETINGS OF MEMBERS
35. Calling of meetings of lVlembers by a Diredol"
A Director may call a meeting of Members.
36. Calling of general meetings
](\. I rfrequested by Members entitled under section 249D(I) ofthe Act to call a general meeting oIUle Company, 1he Directors must cali and arrange to hold a general meeting.
36.2 Members with at least 5% of the votes that may be cast at a general meeting of the Company may call and arrange to hold a general meeting in accordance with section 249F oftlle Act.
36.3 A co-wi may order a meeting of Members to be called in accordance with section 249G of the Act if it is impracticable to call the meeting in any other way.
37. Annual general meetings
37. 1 Unless the Company has only one l\1ember and subject to any extension of time granted under the Act, the Company
(a) shall hold an annual general meeting within 18 months after its registration; and
(b) shall hold an annual general meeting at least once in each calendar ye~r and within 5 1110nths after the end of its financial year.
JR. Amount of notice of meetings
SUbject to the Act, at least 21 days notice must be given of a meeting of Members.
39. Notice of meetings
39.1 'Writteu notice of the meeting of Members must be given individually to each Member entitled to vote at the meeting and to each Director.
39.2 Notice to joint lvIemhers must be given to the j Olilt Member first named in the register of Members.
39.3 The Company may give the notice of meeting to a Member:
(a) personally;
(h) by sending it by post to the address of the Member in the register of Members or the alternative acldress (if any) nominated by the Member;
(c) by sending it to the facsimile number or electronic mail address (if any) nominated by the Member; or
- 9 -113
( (
(
(el) by any other means autllorised by the Act.
39.4. A notice of meeting s~nt by post is taken to be given three days after it is posted.
39.5 A notice of meeting sent by facsimile or electronic Dlail is taken to be given on the business day after it is sent.
40. Auditor entitled to noti ce and other communication
41.
4~.
The Company lUDst give its Auditor:
(a) . notice of general meeting in the same way that a Meni.ber is entitled to recdve uotice~ and
(b) any other cOl1ullunication relating to the general meeting that a Member is entitled to receive.
Notice of adjourned meetings
When a meeting is adjoumed) new notice of the resumed meeting must be given if the meeting is adjoumed for one month or more.
lVlembers r resolutions
The Members may propose a resolution to be moved at a general meeting only in accordance with the provisions of Division 4 of Part 2G.2 or tlle Act.
43. T im e and place for meetings of Members
A meeting of Members must be held at a reasonable lime and place.
44. T echnology
45.
The Company may bold a meeting of its Members at two or more venues using any technology that gives the Members as a whole a reasonable opportunity to participate.
Quorum
45.1 A quorum for a meeting of Members shall be one Member or 20% of Members, whichever is the greater, and such quorum shall be present during the meeting at all times.
45.2 (a) In deternllning whether a quorum is present, individuals attending as proxies or body corpor.l.te representatives are to be counted.
(b) If a Member has appointed marc than one proxy or representative .• only one of them is to be counted.
(c) If an individual is attending both as a Member and as a proxy or representative .. they are to be counted only once.
(d) A meeting that docs not have a quorum present within 30 minutes after the time for the meeting set out in the notice of meeting is to be adjourned to a date, time and place as the Directors sj)ecify.
(I::) If the Directors do not specify one or more of those requirements, the meeting is acljoumed to:
114 - 10-
r
( t
(i) il'tile date is not specified, the " lile day ofthe week;
(ii) irthe time is not specilied, the same time; or
(iii) if the place is not specified, the same place.
45,3 11'no quorum is present at the nsumed meeting within 30 minutes after the time for the meeting, the meeting shaH be dissolved.
46. Ch7liring meetings of IVlembers
4().1 Th(;: Directors may elect an individual to Chair meetings ortlle Members.
46.2 The Directors at the meeting of Members must elect ,m individual present to Chair the meeting (or part ofit) if an individual has not already been elected by the Directors to Chair it or, having been elected, is not available (0 Chair it or declines to act for the meeting (or part of it).
46.3
, The Members present at a meeting of the Members must elect a Member present to Chair the meeting (or part ofit) it'
Ca) a Chair has not previously been elected by the Directors to chair the 11leeting; or
(ll) a previously elected Chair is not available or declines to act as Chair for lbe meeting (or pali of the meeting).
46.4 The Chair must adjoum the meeting if tIle Members present ..yith a majority of votes at the l1le~ing agr~e or direct that the Chair must do so.
47. Auditor's right to be heard at meetings of Members
The Auditor is entitled to atteUd and be heard at meetings ofMell1bers.
48. Proxies and body corporate representatives
48.1 A l'vlember who is entitled to attend and cast a vote at meetings of Members may appoint a proxy Of, if the Member is a body corporate, a representative, to attend and cast a vote at that meeting.
48.2 AllY proxy or representative appointed under clause 48.1 must be appointed in accordance with Division 6 of Part 2G.2 ofthe Act and shall have tile rights set out in timt Division.
49. Voting at meetings of Members
49.1 Subject to ,my rights or restrictions attached to any class of Membership, at a meeting of Members:
49.2 , ..
(a) on a show of hands, each Member has one vote~ and
(b) on a poll, each Member has one vote for each share they hold.
Tile Chair shall not have a casting vote. I'
- 11 -115
(
i
50. Objections to right to vote
/\ challenge to a right to vote at a meeting of Members:
(a) may only be made at the meeling; 'Uld
(b) must be detennined by the Chair whose decision is final.
5 1. How voting is carried out
51 .1 A n:solution put to the vote at a meeting of Members must be decided on a show of h.mtis wlless a poll is demanded.
51 .:?: On a show of hands) a declaration by the Chair is conclusive evidence of the result.
51.3 Neither the Chair nor the minutes need to state the number or proportion of the votes recorded in favour or against a resolution. .
52. l\IIa t.tcrs on which a poll may be demanded'
52.1 A poll may be demanded on any resolution other than resolutions concerning:
(a) the election ortlle Chair; or
(h) the adjournment oftlle meeting.
52.2 A poll may be demanded in accordance with section 250L of the Act.
53 . "Vhen and how polls must be taken
A poll must be taken when and in the manner the Chair directs .
CIJAPTER 7 - DIRECTORS' AND MEMBERS' lVllNUTES
54. IVlinutes
54. 1 The Company must keep minute books in which it records:
(a) proceedings and resolutions of Members' meetings;
(b) proceedings and resolutions of Directors' meetings, including cOnllnittee meetings~
(c) resolutions passed by Members without a meeting; and
(d) resolutions passed by Directors without a meeting.
54.2 The Company must ensure that the minutes of a meeting are signed by the Chair onlle 11leeting or the Chair of the next meeting within a reasonable time after the meeting.
- 12 -116
( <..
54.3 The Company must enSure that resolutions passed without a meeting are signed by a Din:ctor within a
reasonable time after the resolution is passed.
55. l\'lembcr s' acccss to minutes
rV[embers are entitled to gain access to the minute book ofrneetings of Members in accordance with the Act.
CHAPTER 8 - SECRETARY
56. Appointmcnt
56. ] The Company must have a Secretary or Secretaries, at least Ol1C ofwh.ich is ordinarily resident in Australia.
56.2 Tlle Secretary shall be appointed by the Directors on such tenlls, at such remuneration and upon such
conditions as the Directors think iit.
CHAPTER 9 - MEMBERS
DIVISION 1 - lVIElI-IDERSIDP
57. Number of Members
57. 1 11lere must be at least Oile Member.
57.2 The D irectors may set a limit on the maximumulUllber of Members.
58. Admission to membership
58.1 The Directors may admit any person as a Member on the terms and conditions tiley prescribe from time to
tnne. ,
58.2 Each Member shall sign an undertaking to be bound by the Constitution.
59. Classes of Members
TIle Directors may
(a) establish different classes of Members; and
(b) prescribe tile qualifications) rights and privileges of persons to become a Member of a class.
60. Subscription
Each Member sball pay an allnual subscriptioll fee of $2.00 to the Company at a clate nominated by the
DiJet:tors.
61. Addnss of Member
61. 1 Each Member shall provide to the ·Secretary details of an address in Australi~ where the Company can send
notices.
13 - 117
(
(i 1.2 If a NIember l~lils to provide an address in accordance with clause 41. the address of the IVfember i~ deemed to be the registered office ofthe Company.
DlVTSION 2 - CESSATION OF MEMBERSHIP
6'1 Events leading to cessation
/\ Member ceases to be a Member if they:
(a) die;
(b) resign in writing;
(L:) become of unsound mind or become liable to be dealt with in any way under the law relating to mental healtb~
, (el) a.re convicted of an indictable offence; or
(e) if they are a company, have a receiver or a receiver and manager appointed to its assets or some of them. or passes a resolution or takes or allY action having the effect of its winding up or has sucb action taken against it.
63. Non-payment of Subscription
If any SUbscription of a Member remains unpaid .• the Member will be debarred from all privileges of membership provided that the Directors may. ifthey think fit .. reinstate the Member on payment of all a.~Tears.
64. Effect of cessa tion
A Member who ceases to be a Member continues to be liable tor:
(a) any Subscription and all alTearS due and unpaid at the date of cessation;
(b) all other moneys due by tllem to tile Company; and
(e) tile Guarantee.
65. Powel' of Directors in respect of a lVlember's conduct
65.1 If:myMember:
(a) wilfully refuses or neglects to comply witll the provisions of tile Constitution; or
(b) is guilty of any conduct which, in the opinion of the Directors, is unbecoming of a Member or prejudicial (0 the interests oCtile Company.
the Directors have the power to censure, fine. suspend or expel the Member fi'om the Company pursuant to a Directors' resolution.
(is.:?, !t~~I'T i\t leas.t one week before the meeting of the Directors at which a r~~iOI~tion under clause 65.1 is passed, the Company shall lJ[ovide the Member with:
118 - 14 -
( t .,
( (
(a) notice oftlle meeting;
(b) the allegations against tllem;
(c) the intended resolution; and
(d) advice that the rvlember shall, at the meeting anc! before the passing of the n::solulioll, have an opportunity to give, orally or in writing, any explanation of defence they lllay thin}.;: tit.
65 .3 Any tvIember referred to in clause 65.1 may, by notice in \VTiting lodged w:ith the Secretary at least 24 hours before the time for holding the meeting at which the resolution is to be considered by the Directors, elect to have the question dealt with by the Company in general meeting.
65.4 Tran election is made under clause 65.3:
(a) a general meeting must be convened and the resolution considered; and
(b) if the resolution is passed by a majority of two-thirds of those present and voting (such vote to be laken by ballot), tile Member concerned shall be dealt with accordingly
CHAPTER 10 - ACCOUNTS AND AUDIT
66. Accounting records
66.1 The Directors shall cause accounting and other records to be kept to correctly record and explain the trcUlsactions and financial position of the Company, to enable true and fair profit and loss accounts and balance sheets to be prepared and to pemlit preparation of any other documents required by the Act or titis conStitution.
66.2 The records shall be kept:
(a) in such mamler as to enable them to be conveniently and properly audited;
(b) tor seven years after the completion ofthe transactions or operations to which they relate; and
(e) at tile Company's registered office or at such other place as the Directors think fit.
66.3 The records shall at all times be open to inspection by the Directors.
67. Accounts
67.1 Each financial year, the Company shall prepare a financial report and a Directors ' report in accQl:dance with the Act.
()7.2 1111.::' financial report for each financial year shall consist of:
(a) ille linancial statements lor the year;
(il) the notes to lhe financial statements; and d.
(e) lhe Directors' declaration about Ule statement and the noles.
- 15 -119
(
t
(i7.J ~Ibt:: financial statements for the year will consist of:
(a) a profit and loss statement for the previous financial year ofthe Company;
(b) a balance sheet at the date to which the profit and loss account is made up;
(c) a statement of cash flows tor the year~ and
(d) ifrequired by the Accounting Standards, a consolidated profit and loss statement, balallce sheet and statement of cash flows. .
67.4 The notes to the financial statements shall consist of
(a) disclosUres required by the Corporations Regulations;
(b) the notes required by the AccoW1ting Standards (if any); and
(e) ifrequired, any other information neces~ary to give a true and fair view ofthe fin:mcial position and perfommnce afthe Company . .
67.5 The Directors' declaration made pursuant to clause 67.2 is a declaration by the Directors:
(a)
(b)
(c)
(d)
68. Auditor
that the financial statement, and the notes required by the Accounting Standards, comply with the AccoW1ting Standards;
that the [mandal statements and the attached notes give a true and fair view of the [mandaI position and perfoIDlance ofthe Company;
whether, ill the D.lrectors' opinion, there are reasonable grOtUlds to believe that the Company will be ab le to pay its debts as and when tlley become due and payable; and
whether, in the Directors' opinion, the financial statement and attached notes are ill accordance WiUl the Act.
The Company shall appoint an Auditor to audit the Company's [U1andal statements in accordance with the Act.
CHAPTER 11- WlNDINGUP
69. Rights of Members on winding up
If the Company is wound up or dissolved, the lvlembers have no right to participate in ,lilY dis tii~_J;!tion or payment of the assets or property of tile CompallY. -
70. Distribution of assets
70.1 If the Company is wowld up or dissolved., the assets and property available tor dish'ibution after satisfhction . of all debts and liabilities shall be given or transferred to some other institution or institutions:
... (a) _ which has objects similar to the objects of the Company;
120 - 16 -
( I ,
(b) whose constitution prohibits the distribution ofits income and property to an extent at least as great as that imposed by ctause 4.2(b); and
(c) which is approved by the Conunissioner of Taxation as an institution exempt liOJn income tax.
70.2 Por the purposes of clause 70.1, the Directors shall identify the institution or institutions at the time of dissolution.
7fl .J frtht: Directors bil to identify the institution or institutions under clause 70.1, the Supreme Court of the state or te(Titory in which the company is taken to be registered, shall make that detem1matioll.
CHAPTER 12 - INDEMNITY
71. Indemnity
SUbject to Part 2D.2 of the Act. a person who is or has been an otlicer (as definect in the Act) or auditor of the Company is indeumilied (to the maximum extent pennitted by law). out of the assets of the Company against any liability incurred by the person as such all officer or auditor-
(a) to another person (oUler than the Company or a related body corporate) unless the liability -
(i) is for a pecuniary penalty order made under section 1317G of the Act or a compensation order made under section 1317H ofthe Act; or
(ii) arises out of conduct involving a lack of good faith; and
(b) tor legal costs and expenses incurred by the,person, unless the costs and expenses ;u-e ulcUlTed-
(i) in defending or resisting proceedings in which the person is found to have a liability for which tlleycould not be indenmified under section J99A(2) ofthe Act;
(iO in defending or resisting criminal proceedings in which the person is found guilty;
(iii) in delending or resisting proceedings brought by ASIC or a liquidator Jar a court order if tlle grounds Jar making tlle order are found by tlle court to have been established; or
(iv) in connection with proceedings for relief of the person under the Act in which the court denies the relief
72 . Insurance
Except to the extent Jlfecluded by the Act (including under section I 99B), the Company may payor agree to pay a premium in respect of a contract insuring the person who is or has been an officer (as defined ill the Act) or auditor oftlle Company or of a related body corporate of the Company against any liability-
(a) incurred by the person as such an officer or auditor which does not ar ise out of conduct involving a wilful breach of duty in relation to the Company or a contravention of sections 182 or 183 of the Act; or
(1J) for costs and expenses incurred by the person in defending proceedings as such an officer, whether civil or criminal and whatever tl)eir outcome.
121 - 17 -
