AUSTRALIAN FRIENDLY SOCIETY LTD A.C.N CONSTITUTION

Transcription

1 AUSTRALIAN FRIENDLY SOCIETY LTD A.C.N CONSTITUTION C:\Users\admb832\AppData\Local\Microsoft\Windows\Temporary Internet Files\Content.Outlook\DX6I6KVE\Constitution - draft final (002).docG:\Associated

2 AUSTRALIAN FRIENDLY SOCIETY LTD... 1 CONSTITUTION INTERPRETATION NAME AND NATURE OF COMPANY REGISTERED OFFICE OBJECTS POWERS OF THE COMPANY LIMITED LIABILITY INVESTMENT OF FUNDS NON PROFIT OR GAIN NON PROHIBITION ON BENEFITS GUARANTEE MEMBERSHIP BENEFIT FUNDS MANAGEMENT FUND ELECTION, APPOINTMENT, REMOVAL AND REMUNERATION OF DIRECTORS POWERS & DUTIES OF DIRECTORS, OFFICERS & AGENTS OFFICER INDEMNITY AND INSURANCE PROCEEDINGS OF DIRECTORS INTERNAL MANAGEMENT GENERAL MEETINGS PROCEEDINGS AT GENERAL MEETINGS BENEFIT FUND MEETINGS PROXIES AUDIT ACTUARY DOCUMENT EXECUTION SIGNATORIES NOTICES BANKING ACCOUNTS SECRETARY

3 MISCELLANEOUS DISPUTE RESOLUTION CHANGE OF ADDRESS WINDING UP

4 CORPORATIONS ACT Company Limited by Guarantee CONSTITUTION of AUSTRALIAN FRIENDLY SOCIETY LIMITED 1. INTERPRETATION 1.1 Defined Terms In this Constitution unless the context otherwise requires: ADI means an Authorised Deposit Taking Institution supervised by APRA and authorised under the Banking Act 1959 (Cth) to accept deposits from the public; Act means the Life Insurance Act 1995 (Cth), the Life Insurance Regulations 1995 (Cth), the prudential and reporting standards, practice guides and other guidance Prudential Standards, the Prudential Rules and the Actuarial Standards made pursuant thereto as the context requires; Actuary means the person appointed as the Company s actuary under Rule 24; Alternate Director means an alternate director appointed pursuant to Rule 17.11; APRA means the Australian Prudential Regulation Authority; Auditor means the person appointed as the Company s auditor under Rule 2223; Benefit Fund means a fund established by the Company pursuant to the Act; Benefit Fund Member means a person who is a member of a Benefit Fund; Board means the board of Directors for the time being of the Company or those of them who are present at a meeting at which there is a quorum; Board Charter means the Board Charter adopted by the??company Society detailing the roles and responsibilities of the Board in accordance with APRA Governance Prudential Standard CPS 510 Governance: Business Day means a day upon which banks are open for business in Melbourne, Victoria; Chairperson means any person elected in accordance with this Constitution to perform any of the duties of a chairperson of the Board, or any meeting of Members, as the case requires; Commission means the Australian Securities and Investments Commission; Committee means a Committee to which powers have been delegated by the Board under Rule 16; Constitution means thise constitution of the Company as amended from time to time; Court means the Supreme Court or a Judge of the Supreme Court of Victoria; Corporations Act means the Corporations Act 2001 and includes where applicable a separate reference to the Corporations Act of each State or Territory; Corporations Law means the Corporations Act 2001 and the Corporations Regulations; Corporations Regulations means the Corporations Regulations of Victoria and where applicable a separate reference to the Corporations Regulations of each State or Territory;- Corporations Act means the Corporations Act 2001 (Cth) and the Corporations Regulations 2001 (Cth).

5 - 2 - Dependants means spouse, defacto spouse, children under the age of 17 years and student children under the age of 25 years; Director means a director of the company person appointed or elected pursuant to Rule 14.6; Management Fund means the fund of the Company consisting of the assets and liabilities of the Company that do not form part of a Benefit Fund; Managing Director means the person appointed by the Board to perform duties as managing director of the Company; Member means a person who is a member of the Company under Rule 11.1; Minor means a person under the age of 18 years; Register of Benefit Fund Members means the register of Benefit Fund Members kept by the Company; Register of Members means the register of Members kept by the Company; Registered Office means the registered office from time to time of the Company; Responsible Person means a person who is defined as a responsible person under APRA Fit and Proper Prudential Standard CLPS 520 Fit and Proper; Secretary means any person appointed by the Board to perform any of the duties of a secretary of the Company; the Company means Australian Friendly Society Ltd Words importing the singular number include the plural number and vice versa. Words importing the masculine gender include the feminine gender. 1.2 Corporations Act (1) Definitions in the Corporations Act apply to words used in this Constitution that are not defined in Rule 1.1. (2) If any of this Constitution is inconsistent with the Corporations Act, the provisions of the Corporations Act will prevail. 1.3 Constitution Binding on Members The Constitution of the Company has effect as a contract between:- (a) each Member and the Company; the Company and each Director and Secretary; and a Member and each other Member under which each person agrees to observe and perform the Constitution so far as it applies to that person. 2. NAME and NATURE of COMPANY (a) The name of the Company is Australian Friendly Society Ltd. The. Company is a public company limited by guarantee. 3. REGISTERED OFFICE The registered office of the Company is The Bendigo Centre, Bath Lane, Bendigo, Victoria or such place as the Board may determine from time to time.

6 OBJECTS 4.1 The objects for which the Company is established are: (a) to provide health and welfare benefits, services and facilities for Members or their Dependants, including but not limited to hospital, medical, dental, pharmaceutical, optical, physiotherapy and speech therapy benefits, services and facilities; to provide benefits, services and facilities for the relief and maintenance of Members or their Dependants in the case of birth, death, sickness, disability, accident, retirement, old age and unemployment; to provide benefits, services and facilities for the education of Members or their Dependants; (d) to provide financial and investment benefits, services and facilities for Members or their Dependants including, but not limited to, benefits, services and facilities relating to annuities, life insurance and superannuation; (e) to sell or supply medical requisites, therapeutic and pharmaceutical goods and dispense or sell medicines to members of the public; (f) generally to undertake financial business as defined in the Act.. (g) to do all such things as are conducive or incidental to the attainment of any of the above objects. 4.2 Each of the above objects constitutes a separate object of the Company and no such object shall be construed by reference to any other such object. 5. POWERS OF THE COMPANY 5.1 Subject to Rule 8, the Company has the following powers, which may only be used to carry out its objects set out in Rule 4:The powers of the Company are: (a) the powers of an individual;(i) to subscribe to, become a members of and cooperate with or amalgamate with any other company, club, association or organisation, whether incorporated or not, whose objects are altogether or in part similar to those of the Company; (ii) to purchase or otherwise acquire and undertake all or any part of the property, assets, liabilities and engagement of any one or more of the companies, clubs, associations or (iii) organisations with which the Company is authorised to amalgamate; and to transfer all or any part of the property, assets, liabilities and engagements of the Company to any one or more of the companies, clubs, associations or organisations with which the Company is authorised to amalgamate, but the Company shall only subscribe to and support with its funds or amalgamate with any company, club, association or organisation which prohibits the distribution of its income and property amongst its Members to an extent at least as great as that imposed on the Company under or by virtue of Rule 8 of this Constitution; all the powers of a company limited by guarantee under the Corporations Act.to coordinate, initiate and undertake efforts for the raising of funds for its objects including without limitation take steps by personal or written appeals, public meeting or otherwise, as may from time to time be deemed expedient for the purpose of procuring contributions to the Company by way of donations, sponsorships, annual subscriptions, levies or otherwise;and

7 - 4 - (d) (e) (f) (g) (h) (i) (j) (k) in furtherance of the objects of the Company to buy, sell and deal in all kinds of commodities and provisions, both liquid and solid, for or to Members or persons entering, visiting or using the Company s premises; to fairly impose and collect membership fees and affiliation fees from Members and fees from Members and other persons for use of the Company s premises, property and assets and for entering or visiting the Company s premises; to appoint such honorary staff, paid administrators and professional advisers as may be appropriate from time to time; to appoint, employ, remove or suspend such boards, clerks, secretaries, servants, workmen and other person as may be necessary or convenient for the purposes of the Company; to remunerate any person or body corporate for services rendered or to be rendered and whether by way of brokerage or otherwise in placing or assisting to place or guaranteeing the placing of any unsecured notes, debentures or other securities of the Company or promotion of the Company or in furtherance of its objects; to promote and hold either alone or together with any other company, club, association or organisation meetings and displays and, without limitation, take any action considered necessary to further the objects and be in the interest of the Company; to make rules and by-laws for the better carrying out of its objects and to equitably enforce such rules; to suspend, terminate, disqualify or otherwise cause to be dealt with any Member who has committed a breach of the Constitution, or of any of its rules and by-laws or for any action considered to be unfair, unbecoming or contrary to the interests, ideals or objects of the Company; to form subcommittees or organisational sections or units to assist in the execution of its objects; (l) (i) to purchase, take on lease, or in exchange, hire and otherwise acquire any land, buildings, easements or property, real and personal and any right or privileges which may be requisite for the purpose of, or capable of being conveniently used in connection with, any of the objects of the Company; and (ii) (m) (n) (o) (p) (q) (r) where the Company takes or holds any property subject to a trust, to only deal with it in such manner as is allowed by law having regard to the trust; to enter into any arrangements with any government or authority that are incidental or conducive to the attainment of the objects and any rights, privileges and concessions which the Company may think it desirable to obtain and to carry out, exercise and comply with any such arrangements, rights, privileges and concessions. to construct, improve, maintain, develop, work, manage, carry out, alter or control any houses, buildings, grounds, works or conveniences which seem calculated directly or indirectly to advance the Company s interests and to contribute to, subsidise or otherwise assist and take part in the construction, improvement, maintenance, development, working, management, carrying out, alteration or control of them; to invest and deal with the money of the Company not immediately required in such manner as the Company thinks fit; to take or otherwise acquire and hold securities, debentures or other securities of any company or body corporate; to lend and advance money or give credit to any person or body corporate, to guarantee and give guarantees or indemnities for the payment of money or the performance of contracts or obligations by any person or body corporate and otherwise to assist any person or body corporate in furtherance of the objects of the Company; to borrow or raise money either alone or jointly with any other person or legal entity in such manner as the Company thinks fit and to secure the same or the repayment of performance

8 - 5 - (s) (t) (u) (v) (w) (x) (cz) of any debt, liability, contract, guarantee or other engagement incurred or to be entered into by the Company in any way and in particular by the issue of debenture, perpetual or otherwise charged upon all or any of the Company s property (both present and future) and to purchase, redeem and pay off such securities; to make, draw, accept, endorse, discount, execute and issue promissory notice, bills of exchange, bills of lading and other negotiable or transferable instruments; to sell, improve, manage, develop, exchange, lease, dispose of, turn to account or otherwise deal with all or any part of the property and rights of the Company in furtherance of the objects of the Company; to take or hold mortgages, liens or charges, to secure payment of the purchase price, or any unpaid balance of the purchase price of any kind of the Company s property of whatever kind sold by the Company or any money due to the Company from purchasers and others; to take any gift of property whether subject to any special trust or not, for any one or more of the objects of the Company; to insure against all risks, liabilities and eventualities as may seem advisable and to apply the proceeds of any claim under any insurance in such manner and for such purpose or purposes as may be thought fit; to print and publish any articles, releases, newspapers, periodicals, books or leaflets that the Company may think desirable for the promotion of its objects; (y) to give or contribute towards the giving of gifts, prizes, medals, awards or trophies and make donations for patriotic, charitable or community purposes; and to do all such things as are incidental and conducive to the attainment of the objects and the exercise of the powers of the Company. 5.2 (a) The income and property of the Company, wherever derived, shall be applied solely towards the promotion of the objects of the Company as set out in this Constitution. No portion of the income and property of the Company shall be paid or transferred, directly or indirectly, by way of dividend, bonus or otherwise by way of profit, to Members. Nothing in this Constitution shall prevent:- (i) the payment, in good faith, of reasonable and proper remuneration to any officer or servant of the Company, or to any Member or member of the Board, in return for any services actually rendered to the Company or for goods supplied in the ordinary and usual course of business; (ii) the payment of interest at a rate not exceeding interest at the rate for the time being charged by the Company s bankers for overdrawn accounts on money borrowed from a Member; (iii) reasonable and proper rent for premises demised or let by any Member to the Company. 6. LIMITED LIABILITY The liability of Members is limited to the amount of the guarantee in Rule INVESTMENT OF FUNDS

9 The Company may apply and manage its funds and make such investments in accordance with the objects of the Company as are approved by the Board and not in contravention of the Corporations Act and the Act. 7.2 In exercising a power of investment the Company must exercise the care and diligence and skill that a prudent person whose profession, business or employment is or includes investing assets on behalf of other persons would exercise in managing the affairs of other persons. 7.3 The range of investments authorised for the investments of Benefit Fund assets shall be as detailed in the relevant Rule establishing a Benefit Fund. 8. NON PROFIT OR GAIN The Company shall not carry on business for the purpose of profit or gain to its individual Members. 9. NON PROHIBITION ON BENEFITS Nothing in this Constitution shall prohibit the Company from providing its Members with benefits to which they may be entitled to from a Benefit Fund. 10. GUARANTEE Each Member who becomes a Member after adoption of this Constitution undertakes to contribute to the assets of the Company in the event of its being wound up while they are a he is a Member or within one year after hthey e ceases to be a Member for the payment of the debts and liabilities of the Company contracted before they he ceaseds to be a Member and of the costs charges and expenses of winding up and for adjustment of the rights of the contributors among themselves such amount as may be required, not exceeding $2.00 per Member. 11. MEMBERSHIP 11.1 Members of the Company The members of the Company are: (a) those persons who were members as at the date of adoption of this Constitution; those persons admitted to membership in accordance with Rule 11.2; and who have not ceased to be Members Admission to Membership A person becomes a Member upon: (a) that person s application under Rule 11.3 being approved under Rule 11.4; or that person becoming a Benefit Fund Member under Rule 11.5; and that person s name and other prescribed details being entered into the Register of Members Application for Membership

10 - 7 - A person who wishes to become a Member under Rule 11.2(a) must complete and lodge with the Company, at the Registered Office or any branch office of the Company, an application in the form approved from time to time by the Board.

11 Approval of Application (a) The Board or its delegate may approve applications for membership in accordance with the procedures adopted by the Board. On approval of an application for membership the Board or the officer approving the application must immediately: (i) allocate to the person applying for membership a membership number; and (ii) enter in the Register of Members the name of the applicant and such other particulars as are prescribed by the Board from time to time. The Board may reject an application for membership made under Rule 11.2(a) and need not assign any reason for its decision Benefit Fund Members (a) Subject to Rule 12.2(g), a person becomes a member of a Benefit Fund when the person becomes entitled to a future benefit from the fund in accordance with the rules relating to the fund. Upon a person becoming a member of a Benefit Fund, the Board or an officer of the Company must immediately: (i) allocate such person a membership number; and (ii) enter in the Register of Members, and the relevant Register of Benefit Fund Members, the name of such person and such other particulars as are prescribed by the Board from time to time. A person ceases to be a member of a Benefit Fund when the person s entitlement to a benefit from the fund ceases pursuant to the rules relating to the fund, unless the entitlement ceases due to an assignment under Rule Rights add and Liabilities of Members Members (in their capacity as Members) have the rights and liabilities as provided under the Corporations Act, including: (a) the right to receive notice of and to attend general meetings of the Company and to receive copies of any reports required to be provided to Members under the Corporations Act or other law; and the right to vote at a general meeting of the Company to the extent and in the manner specified in Rules ; and the liabilities specified in Rule in respect of a winding up of the Company Minors (a) The Company may admit a Minor to membership of the Company or of a Benefit Fund. A Member who is a Minor may not: (i) who is under 16, may not vote at a meeting of the Company or of a Benefit Fund meeting; or (ii) who is a Minor, may not hold office in the Company or vote at a meeting of the Company.

12 - 9 - (d) (e) A child aged between 10 and 16 may, with the written consent of a parent or a person who stands in the place of a parent: (i) apply for membership of a Benefit Fund; or (ii) take an assignment of a benefit from a Benefit Fund. A person who has reached 16 but has not reached 18 has the same capacity to exercise rights or powers in relation to benefits to which he or she is entitled as a person who has reached 18. A Member who is a Minor who has not reached 16 may not assign an entitlement to benefits from a Benefit Fund Joint Members (a) The Company may admit two or more persons to membership of the Company or a Benefit Fund, as joint members. (d) (e) (f) The joint members may determine the order in which their names are to appear in the Register of Members and, if applicable, the relevant Register of Benefit Fund Members. If they do not so determine the order, the Company may enter the names in the order it considers to be appropriate. The person named first in the Register of Members (and, if applicable, the Register of Benefit Fund Members) is the primary joint member. The Company may give or send a notice or other document to joint members by giving or sending it only to the primary joint member. The provisions of this Rule 11.8 do not disentitle a joint member from obtaining all documents or copies of documents, or information which a Member is entitled to obtain under the Corporations Act or the Constitution. The primary joint member only is entitled to vote Body Corporate Member (a) A body corporate may be a member of the Company or a Benefit Fund and may by notice to the Company appoint an individual, who need not be a member of the Company or a Benefit Fund, to represent it at general meetings or Benefit Fund meetings. The appointment of the representative must be in writing under the common seal of the body corporate or under the hand of a duly authorised officer of the appointor. An individual appointed by a Member under sub-rule (a) is entitled to receive notice of all general meetings or Benefit Fund meetings in the same way as the Member, to exercise the same rights of voting as the Member could if it were a natural person and, if the body corporate holds the qualifications required for holding office as a Director (other than those relating to age and being an

13 individual) and a person has not been appointed as liquidator of the body corporate, is eligible to be elected as a Director of the Company Delegation (a) The Board may delegate to any committee of the Board or to any officer or officers of the Company the power, subject to the Constitution, to accept applications for membership. Delegation under this Rule may be made concurrently to any number of officers of the Company and does not exclude the right of the Board to consider and to approve or reject any application for membership Application Fees Except as expressly provided in the Constitution: (a) a Member is not required to make any payment prior to exercising the Member s rights of membership; and no application fees or admission fees are payable for admission to membership other than in respect of any amount contributed by a person for the provision of a benefit from a Benefit Fund Death of a Member (a) Subject to the Corporations Act, the estate of a deceased person: (i) remains liable to the Company for the amount of any unpaid monies due to the Company by the deceased person; and (ii) retains any entitlements due from the Company. The Company may make certain payments out of an amount held by the Company for a deceased person in accordance with the provisions of the Act Bankruptcy or Winding Up of Member The rights and liabilities of Members made bankrupt or wound up will be as provided in the laws relating to bankruptcy and insolvency and the Corporations Act Cessation of Membership (a) A person will cease to be a Member: (i) where the person is expelled in accordance with the Constitution; (ii) where any contract of membership is rescinded on the ground of misrepresentation or mistake; (iii) where the person is a body corporate, if the body corporate is dissolved; (iv) where the person becomes bankrupt and the proper officer disclaims in accordance with the provisions of any bankruptcy law; (v) where the person dies; or (vi) where the person resigns from membership. Unless membership is held and continues to be held in another capacity, a person will cease to be a Member where the person ceases to be a Benefit Fund Member.

14 Fees Fines and Forfeiture A Member will be liable to pay the fees levied by the Board from time to time. The Company will provide details of any fees payable by Members by general notification to Members on a regular basis, and upon request by a Member Expulsion of Members (a) A Member may be expelled from the Company by a unanimous resolution of the Board if: (i) the Member has failed to discharge their his or her obligations to the Company whether prescribed by the Constitution or arising out of any contract; or (ii) the Member s conduct is causing, has caused, or is likely to cause harm has been guilty of conduct detrimental to the Company. The Board may not resolve to expel a Member until it has given the Member: (i) 14 days notice in writing specifying the intention to propose the resolution, the grounds of the resolution and the time and place of the meeting at which the resolution of the Board will be proposed; and (ii) an opportunity of being heard at such meeting of the Board in accordance with sub-rule. At the meeting of the Board, the Member is entitled: (i) to be present with or without the Member s legal representative; and (ii) to be heard, either in person or through the Member s legal representative. (d) (ed) (f) The Secretary must give written notice to the Member of the decision of the Board as soon as possible thereafter. Subject to the Act and any applicable law, tthe Company must pay an expelled Member the value of any interest the Member has in a Benefit Fund at the time of expulsion, as determined by the Company s actuary. A Member that has been expelled from membership of the Company is not permitted to reapply for membership Register of Members (a) The Company shall maintain a Register of Members at its Registered Office. The Register of Members shall be maintained in accordance with the requirements of the Corporations Act. and shall contain a record for each Member and show as a minimum the following information:- (i) Family name, given name/s, company name, residential and postal addresses. Date, amount, receipt numbers for contributions received, as well as total contributions received and membership status in Benefit Funds. (bii) The following Iinformation from the Register of Members shall be available upon written request to the Secretaryfrom the Registered Office of the Company alphabetically in printed form.: The information to be provided shall include ffamily

15 name, given name(s), company name, postal address and, date on which the Member s name was entered in the Register of Members. (ciii) (div) (ev) (vfi) The listing must include details of all Members who have left within the last seven years. A person may request a copy of the information under Rule upon payment of a fee, as fixed by the Board from time to time and subject to the Corporations Act,, such printed copy to be provided within 721 days of receiving the request. A person must not use information obtained from the Register of Members to contact or send material to any Member or to disclose this information knowing it might be used for such purpose, e.g. mailing lists, unless that use or disclosure of the information is relevant to the holding of the interests recorded in the Register of Members or the exercise of the rights attaching to them. A Member shall not provide information obtained from the Register of Members to a non-member. (gb) (hc) A Member may inspect the Register of Members without charge. Non-members may only inspect the Register of Members upon payment of such fee as the Board may determine from time to time. Although applications for membership will continue to be received, no new Members will be added to the Register of Members from 21 days before the annual general meeting until the next Business Day after the annual general meeting. 12. BENEFIT FUNDS 12.1 Establishment and Maintenance of Benefit Funds (a) The Company may must establish and shall maintain the following Benefit Funds unless terminated or restructured under the control and management of the Board in accordance with the Constitution and the Act: (i) The Capital Growth Fund; (ii) The Funeral Benefit Fund. Rules relating to each of the Benefit Funds established under sub rule (a) shall be described in sub-rule (a) above, are set out in Schedule 1 and comprise part of the Constitution. The Board shall be empowered to establish and maintain under its control such new Benefit Funds as it shall from time to time determine. The Benefit Funds shall be governed in accordance with the Constitution and the Act.

16 (cd) (de) (ef) Except as provided in the Act, the assets of each Benefit Fund must be kept separate and distinct from the assets of each other Benefit Fund and from the Company s other assets. Except as provided in the Act, the Company must maintain a separate account at an ADI bank, building society or credit union for each Benefit Fund. The Company may invest the assets of two or more of its Benefit Funds in a combined investment in accordance with the Act and the Constitution.

17 (fg) (gh) (hi) The assets of a Benefit Fund may only be applied: (i) for the purposes of paying any benefit payable to a person entitled to a benefit from the Benefit Fund; or (ii) as otherwise permitted by the Act or the rules relating to the Benefit Fund. Subject to the Act, any actuarially determined surplus in a Benefit Fund may be paid, applied, allocated or transferred as to all or part, in accordance with the rules relating to the Benefit Fund. Subject to the Act, upon the termination of a Benefit Fund, the assets of the Benefit Fund must be distributed in accordance with the rules relating to the Benefit Fund Assignment of Benefits (a) Subject to the Act and to Rule 11.7(e), a Member may assign an entitlement to benefits from a Benefit Fund. (d) (e) (f) (g) (h) The memorandum of assignment must be signed by the assignor and the assignee and must be in the form or substantially in accordance with the form prescribed by the Act. The memorandum of assignment must be endorsed on the policy document or on an annexure to the policy document. An assignment is not valid until it is registered by the Company. The assignor must serve on the Company the two signed copies of the memorandum of assignment, together with such fees as may be determined by the Board from time to time. The Company must register the memorandum and an officer of the Company, who is authorised to do so, must insert the date of registration on in both copies of the memorandum, sign it them, and send a one confirmation opyto the assignee. Subject to sub-rule (h), the assignee under a registered memorandum: (i) has all the powers of the assignor in respect of the benefits; (ii) is subject to all the liabilities of the assignor in respect of the benefits; and (iii) may sue in relation to the benefits in the assignee s own name. Notwithstanding registration of the memorandum of assignment, the assignee is not admitted as a Member or a member of the Benefit Fund and the assignor is not deprived of membership of the Company or the Benefit Fund Nominations (a) A Member who is at least 16 years old may nominate a person to whom any benefits from a Benefit Fund that are payable on the death of the Member are to be paid.

18 (d) A nomination has no effect unless it is: (i) in writing and signed by the Member; and (ii) served on the Company. A nomination may be revoked or varied in the same way that it is made and is revoked on the death of the nominee. The Company on receiving evidence of the death of the Member must pay to the nominee any benefits that are payable on that death at the time and in the manner provided for in the Benefit Fund rule. On making such a payment to a nominee, the Company will be discharged from any obligation to the Member or any other person claiming through the Member in relation to such benefit, other than the nominee. 13. Management Fund 13.1 The Company must establish and maintain a Management Fund under the control and management of the Board The assets of the Management Fund must be kept separate and distinct from the assets of any Benefit Fund Payments must be made from the Management Fund on the authority of the Board for the cost of providing the management, administration and other expenses and for furthering the Objects of the Company. 14. Election, Appointment, Removal aand Remuneration Oof Directors 14.1 Number of Directors and Board Composition The Board of Directors shall comprise a minimum of five and a maximum of seven with the actual number to be determined by the Board from time to time by way of Board resolution The composition of the Board shall be in accordance with the requirements of APRA Prudential Governance Standard CPS 510 Governance Power to appoint Directors The Board has the power at any time to appoint any person as a Director, either to fill a casual vacancy or as an addition to the Board but so that the number of Directors does not exceed the maximum number determined under Rule Any Director appointed under this Rule may hold office only until the next annual general meeting of the Society and is then eligible for election at that meeting Employee Directors (a) Only the Board may nominate employees for election as a Director.

19 The Members may elect not more than two employees of the Company, nominated by the Board and otherwise qualified under sub-rule 14.33, to be Directors Qualification of Directors A person is not eligible to be a Director if the person: (a) is a Minor; or is not a Member, or the appointed representative of a body corporate Member; or

20 (d) (e) (h) is a joint member other than the primary joint member; or subject to Rule 14.2, is an employee of the Company; or is prohibited or disqualified from being a Director under the provisions of the Corporations Act; or does not qualify as a responsible person under APRA Fit and Proper Prudential Standard CPS 520 Fit and Proper Office of Directors Subject to the Corporations Act, the Directors will be elected and will hold and vacate office and retire or be removed from office as prescribed by the Constitution Casual Vacancy (a) (a) Subject to Rule 14.3, the Directors may appoint any person as a Director to fill a casual vacancy or as an addition to the Board but so that the number of Directors does not exceed the maximum number determined under Rule The term of office of a Director so appointed will end immediately before the election of Directors at the next annual general meeting of the Company after the appointment. If the number of Directors is reduced to fewer than five or is less than the number required for a quorum, subject to Rule 14.3, the continuing Directors may act for the purpose of increasing the number of Directors to five (or higher if required for a quorum) or calling a general meeting, but for no other purpose. For the purposes of this Rule a casual vacancy is a vacancy occurring as a result of the application of Rule 14.9(a). The appointee must meet the qualification requirements under APRA Fit and Proper Prudential Standard CPS Election of Directors Holding of Election An election of Directors is to be held by ballot except where nominations equal or are less than the number of positions to be filled. If a ballot is not held, Directors will be elected by separate resolution for each candidate Appointment of Returning Officers The Board must appoint a returning officer who may appoint assistant returning officers, none of whom can be a Director, employee of the Company or a person who intends to accept a nomination for the office of Director. The returning officer may be the Secretary Electoral Roll (a) The Secretary must prepare and give the returning officer a list of Members eligible to vote on the election of Directors, made up to the day of the annual general meeting. For the purposes of sub-rule (a), a Member entitled under Rule to vote on the day of the annual general meeting is eligible to vote on the election of Directors.

21 Nominations (a) The Board must call for nominations at least 40 days prior to the annual general meeting by publishing a notice in a daily newspaper circulating in Victoria and in any other State in which the Company operates and by displaying a notice at the Registered Office inviting nomination of candidates for election as Directors. (i) (ii) (iii) (iv) (d) Nominations close 28 days before the annual general meeting. In order to be nominated, a candidate must: be eligible for election under Rule 14.3; and be nominated by at least three Members; and consent to nomination; and meet the qualification requirements under APRA Fit and Proper Prudential Standard CPS 520. A retiring Director may stand for re-election without nomination but must not be ineligible for election under Rule Declaration by Candidate (a) A candidate must furnish to the Company, by the time nominations close under Rule , a declaration in such form as the Board may require: (i) as to his or her ineligibility for election under Rule 14.3; and (ii) as to whether he or she: (1) has any interest in a contract or a proposed contract, with the Company; or (2) holds an office or has an interest in property, whereby, whether directly or indirectly, duties or interests may be created that could conflict with a Director s duties or interests as a Director. The nomination and declaration of each candidate will be made available for perusal by Members at the Registered Office upon closure of nominations Rejection of Nomination (a) The returning officer must scrutinise nominations immediately upon receipt and reject a nomination where it appears to the returning officer that the candidate is not eligible under Rule 14.3, or where a declaration has not been provided. Upon rejecting a nomination, the returning officer is to notify immediately the candidate, the candidate s proposers and the Board Appointment of Scrutineer (a) Subject to Rule a candidate may appoint a scrutineer and the Board may appoint a maximum of three scrutineers, none of whom is a candidate or an employee of the Company.

22 The duties and responsibilities of scrutineers are to: (i) observe the sorting, counting and recording of ballot papers; and (ii) ensure that the votes of unrejected ballot papers are correctly credited to the appropriate candidates; and (iii) raise any query with the returning officer regarding any of the ballot papers Ballot Papers (a) After nominations have closed under Rule , the returning officer is to prepare ballot papers for the election. (d) (e) The order in which the candidates appear on the ballot paper is to be determined by the returning officer by lot. The returning officer must cause some authenticating mark to appear on each ballot paper prior to their distribution to Members. Ballot papers are to contain appropriate instructions as to completion for the benefit of voters. On the issue of each ballot paper the returning officer is to mark the Member s name off the electoral roll provided under Rule Conduct of the Ballot (a) The ballot is to be conducted at the annual general meeting. The returning officer is to provide secured ballot boxes which are to remain secured until the closure of the ballot Closure of the Ballot The ballot closes at a time specified by the returning officer Procedures After Closure of the Ballot (a) Immediately after the close of the ballot, the returning officer must deal with the ballots as follows: (i) cause the ballot papers to be scrutinised under the returning officer s supervision and reject such ballot papers as he or she finds to be informal; (ii) count the votes in accordance with Rule ; (iii) prepare and sign a declaration of the ballot as to: (1) the number of ballot papers lodged; (2) the number of formal votes; (3) the number of informal votes; (4) the number of votes cast for each candidate; and (5) the names of those persons elected; (6) deliver the declaration to the Chairperson of the meeting.

23 (d) A ballot paper is informal if: (i) it is not authenticated by the authenticating mark of the returning officer; or (ii) it has no vote indicated on it or it does not indicate the Member s preference for a candidate. The returning officer must preserve the ballot papers for at least three months after the declaration of the ballot. No election will be voided on account of any error or omission of the returning officer which did not affect the results of the election Voting System (a) On any ballot, the persons receiving the highest number of votes in accordance with the numbers of vacancies to be filled are elected Directors. In the case of an equality of votes, the person to be elected must be decided by lot Retirement by Rotationand Nomination of Directors (a) At each annual general meeting one-third of the Directors or, if their number is not a multiple of three, then the number nearest to but not less than one-third must retire from office. (d) The elected Directors to retire under sub-rule (1) at an annual general meeting are those Directors who have been longest in office since their last election. Directors elected on the same day may agree among themselves or determine by lot which of them must retire. No person (other than a retiring Director) is eligible for election to the office of Director at any general meeting unless the person has given notice in writing signed by the nominee giving consent to the nomination and signifying their candidature for the office and is eligible for election under Rule To be valid, the notice is required to be received at the Registered by the Office not less than 45 business days nor more than 55 business days before the meeting unless the nominee has been recommended by the Board for election, in which case the notice is required to be received by the Office at least 28 days before the meeting. In the case of a meeting that Mmembers have requested the Directors to call, the notice will be valid if received at the Registered by the Office not less than 30 Bbusiness Ddays before the meeting Maximum Term of Office The term of office of an elected Director will end immediately before the election of Directors at the third annual general meeting of the Company after the Director s election.

24 Vacation of Office (a) The office of a Director immediately becomes vacant if the Director: (i) dies; or (ii) becomes a person who under Rule 14.3 is not eligible to be a Director; or (iii) for a Director who is the representative of a body corporate Member and whose eligibility for election to the office was based on being that representative, ceases to be eligible; or (iv) is three months in arrears for an amount payable to the Company and has failed to make arrangements for payment satisfactory to the Company; or (v) having been elected as an employee Director ceases to be an employee of the Company; or

25 (vi) is absent from three consecutive ordinary meetings of the Board without its leave; or (vii) resigns by written notice given to the Board; or (viii) is removed from office by ordinary resolution at a general meeting of the Company; or (ix) ceases to qualify as a responsible person under the requirements of APRA Fit and Proper Prudential Standard CPS 520 Fit and Proper. The office of a Director immediately becomes vacant when the Director completes a term of office Removal of Directors (a) Written notice of a proposed ordinary resolution to remove a Director from office, specifying the proposed resolution and the day and time of the general meeting at which it is to be proposed, must be given to each Member who is entitled to vote on the resolution at least seven days before the meeting either personally or by sending it by post to the Member. Notice of the proposed resolution may not be given by advertisement published in a newspaper. The Company must also give a copy of the notice referred to in sub-rule (a) to the Director. A director may be removed from office upon ceasing to qualify as a responsible person under the requirements of APRA Fit and Proper Prudential Standard CPS 520 Fit and Proper Remuneration of Directors (a) Each Director, (including the Managing Director, acting in the capacity as a Director) is entitled to such remuneration from the Company for their services as a Director as the Directors decide, provided that that the total amount provided to all Directors for their services as Directors must not exceed in aggregate in any financial year, the amount last fixed by the Company in general meeting from time to time (a) The Company at anits annual general meeting must approve the total aggregate of remuneration ofavailable for Directors (other than the remuneration of an employee Director in respect of his or her employment). (cb) (dc) (ed) Subject to subrule (a), tthe Directors may determine how the sum for their remuneration is to be apportioned among them (excluding the remuneration of any employee Director in respect of his or her employment) and how and when it is to be paid. The remuneration of Directors accrues from day to day. In addition to remuneration, the Directors may be paid all reasonable expenses incurred by them in connection with the business of the Company Remuneration of Directors for Extra Services

26 Any Director who serves on any Committee, or who devotes special attention to the business of the Company, or who otherwise performs services which in the opinion of the Board are outside the scope of the ordinary duties of a Director, or who at the request of the Board engages in any journey on the business of the Company, may be paid extra remuneration as determined by the Board.

27 Travelling and Other Expenses Every Director is, in addition to any other remuneration provided for in the Constitution, entitled to be paid from Company funds all reasonable travel, accommodation and other expenses incurred by the Directors in attending meetings of the Company or of the Board or of any Committees or while engaged on the business of the Company Retirement Benefits A Director on retirement shall be paid a retirement benefit calculated at the maximum rate provided for in the Corporations Act, subject to having served a minimum period of 3 years. The Board is authorised to make arrangements with any Director with respect to the payment of retirement benefits in accordance with this Rule. 15. Powers & Duties oof Directors, Officers & Agents 15.1 Directors to Manage Company The business of the Company is managed by the Board who may exercise all powers of the Company that the Constitution and the Corporations Act do not require to be exercised by the Company in general meeting Conflicts of Interest (a) (d) A Director must disclose the nature and extent of any actual or perceived material conflict of interest in a matter that is being considered at a meeting of Directors (or that is proposed in a circular resolution): (i) to the other Directors, or (ii) if all of the Directors have the same conflict of interest, to the Members at the next general meeting, or at an earlier time if reasonable to do so. The disclosure of a conflict of interest by a Director must be recorded in the minutes of the meeting. Each Director who has a material personal interest in a matter that is being considered at a meeting of Directors (or that is proposed in a circular resolution) must not, except as provided under clauses 15.2(d): (i) be present at the meeting while the matter is being discussed, or (ii) vote on the matter. A Director may still be present and vote if: (I) their interest arises because they are a Member of the Company, and the other Members have the same interest (iii) their interest relates to an insurance contract that insures, or would insure, the Director against liabilities that the Director incurs as a director of the Company (see Rule xx) (iv) their interest relates to a payment by the Company under Rule xx (indemnity), or any contract relating to an indemnity that is allowed under the Corporations Act (v) (vi) ASIC makes an order allowing the Director to vote on the matter, or the Directors who do not have a material personal interest in the matter pass a resolution that:

28 (A)(A)identifies the Director, the nature and extent of the Director s interest in the matter and how it relates to the affairs of the Company, and (B) says that those Directors are satisfied that the interest should not stop the Director from voting or being present Directors may contract with Company Subject to the Corporations Act:- (a) (bc) A Director is not disqualified by the office of Director from contracting or entering into any arrangement with the Company or any other person either as vendor, purchaser or otherwise and no contract or arrangement entered into with the Company or any other person by a Director or any contract or arrangement entered into by or on behalf of the Company or any other person in which a Director is in any way interested, may be avoided for that reason. A Director is not liable to account to the Company for any profit realised by any contract or arrangement, by reason of holding the office of Director or of the fiduciary relationship established by the office. No Director may as a Director vote in respect of any contract or arrangement in which the Director has directly or indirectly any material interest and if the Director does vote his vote may not be counted nor is the Director to be counted in the quorum present at the meeting but either or both of these prohibitions may at any time be relaxed or suspended to any extent by ordinary resolution passed at a general meeting. A Director who is interested in any contract or arrangement may not attest the affixing of the Seal, if any, to or the execution of any document evidencing or otherwise connected with the contract or arrangement.