CONSTITUTION AUSTRALIA AND NEW ZEALAND EDUCATION LAW ASSOCIATION LIMITED

Transcription

1 CONSTITUTION OF AUSTRALIA AND NEW ZEALAND EDUCATION LAW ASSOCIATION LIMITED EMIL FORD & CO. Soliitors 580 George Street SYDNEY NSW 2000 TEL FAX Version: This amended and registered (ASIC) from Otoer Current at August 2011 ANZELA Ltd Constitution 2008 Current August 2011 Page 1

2 Corporations Law Company Limited y Guarantee CONSTITUTION OF AUSTRALIA AND NEW ZEALAND EDUCATION LAW ASSOCIATION LIMITED NAME 1. The name of the Assoiation is Australia and New Zealand Eduation Law Assoiation Limited. OBJECTS 2. The ojets of the Assoiation are: a. to promote and enourage the researh, study, disussion, writing and/or dissemination of information aout issues on law relating to eduation;. to organise and stimulate partiipation in onferenes and meetings on the law relating to eduation;. to promote puliation, pulish, or ause to e pulished artiles, newsletters, journals and other literature for the purposes of these ojets; d. to o-operate and exhange information with odies (orporate or otherwise) and persons on the law relating to eduation; e. to affiliate with like assoiations; f. to develop poliies on the laws relating to eduation; g. to do all things deemed proper for these ojets as determined y the Committee of Diretors; h. to take over the assets of Australia and New Zealand Eduation Law Assoiation Inorporated. LIABILITY 3. The liaility of the memers is limited. Every memer of the Assoiation undertakes to ontriute suh amount as may e required not exeeding $10.00 to the assets of the Assoiation if the Assoiation is wound up during the time he or she is a memer or within one year afterwards for: a. payment of the dets and liailities of the Assoiation ontrated efore the time he or she eased to e memer;. the osts, harges and expenses of winding up the Assoiation; and. the adjustment of the rights of the memers among themselves. ANZELA Ltd Constitution 2008 Current August 2011 Page 2

3 -3- INCOME AND PROPERTY 4. The Assoiation's inome and property is to e applied solely towards the promotion of the Assoiation's ojets as set out in this Constitution. No part of the Assoiation's inome and property may e paid or transferred diretly or indiretly y way of dividend, onus or otherwise y way of profit to the memers of the Assoiation. However, this lause does not prevent: a. the payment in good faith of remuneration to any employee of the Assoiation or to any memer or other person in return for any servies atually rendered to the Assoiation;. the payment to a diretor of out-of-poket expenses inurred in arrying out the duties of a diretor where the payments do not exeed an amount previously approved y the Committee;. the payment to a memer of the Committee for any servie rendered to the Assoiation in a professional or tehnial apaity where: i. the provision of that servie has the prior approval of the Committee; and the amount payale is approved y a resolution of the Committee and is on reasonale ommerial terms; d. the payment to memers of interest on any money orrowed from suh memers for the purpose of the Assoiation at a rate not exeeding the lowest rate paid for the time eing y the Assoiation's prinipal ank in respet of term deposits of $50, for six months; e. the payment to memers of reasonale market rent for premises leased y any memer to the Assoiation. WINDING UP 5. a. If, on the Assoiation's winding up or dissolution, there remains after satisfation of all its liailities any property, suh property must not e distriuted among the memers ut must e given to some other similar institution or institutions, provided suh other institution or institutions: i. have ojets similar to the Assoiation's ojets; and prohiit the distriution of inome and property among its or their memers to an extent at least as great as is imposed on the Assoiation under Clause 4.. Suh institution or institutions are to e determined y the memers of the Assoiation at or efore the time of dissolution and, in default, y the Chief Judge in Equity of the Supreme Court of New South Wales or suh other Judge of that Court or any other Court as may have or aquire jurisdition in the matter.. If effet annot e given to this provision, then suh property must e given to some haritale ojet whih prohiits the payment of any inome or property to its memers. CHANGES TO CONSTITUTION 6. Alterations to the Constitution may e made at any general meeting of the Assoiation in aordane with the Corporations Law. ANZELA Ltd Constitution 2008 Current August 2011 Page 3

4 -4- DEFINITIONS 7. In this Constitution, the following words and expressions have the meanings indiated unless the ontext requires otherwise. "Assoiation" means Australia and New Zealand Eduation Law Assoiation Limited. "Auditor" means the Assoiation's auditor. "Committee" means the Assoiation's Board of Diretors assemled at a meeting of Diretors in aordane with this Constitution. "Constitution" means the Constitution of the Assoiation as amended from time to time. "Finanial year" means the twelve months period ommening 1st July. The Finanial Year for Australia and New Zealand Eduation Law Assoiation Ltd shall e 1 July to 30 June. The Finanial Year for eah Chapter shall e 1 January to 31 Deemer. "Memers" means the people shown as memers on the Assoiation's register of memers. "Notie" inludes all written ommuniations to memers. "Offie" means the Assoiation's registered offie. "Register" means the Assoiation's register of memers. "Registered Address" means the last known address of a memer as noted in the Register. "Seretary" means any person appointed y the Committee to perform the duties of a seretary of the Assoiation and inludes an Honorary Seretary. INTERPRETATION 8. a. Words importing the singular numer inlude the plural and the onverse applies.. Words importing persons inlude orporations, ompanies, assoiations and institutions.. A referene to the Corporations Law is a referene to the Corporations Law as modified or amended from time to time. d. Unless the ontext otherwise requires, headings are for ease of referene only and do not affet the onstrution of this Constitution. APPLICATION OF CORPORATIONS LAW 9. Unless the ontrary intention appears in this Constitution: a. an expression in this Constitution has the same meaning as in that part of the Corporations Law whih deals with the same matter as this Constitution; and. an expression whih is given a general meaning y the Corporations Law has the same meaning in this Constitution; and. the replaeale rules set out in the Corporations Law do not apply. ANZELA Ltd Constitution 2008 Current August 2011 Page 4

5 -5- MEMBERS 10. Memership is open to all who possess an interest in the laws relating to eduation. 11. A memer of the Assoiation is a person: a. who was, at the time of inorporation, a memer of the Australia and New Zealand Eduation Law Assoiation Inorporated; or. i. who has applied for memership in aordane with this Constitution; and i who has paid the annual susription; and whose name is reorded in the Register. 12. a. The seretary is to keep and maintain register of memers in whih is to e entered the full name, address and date of entry of the name of eah memer ("the Register").. The Register must e availale for inspetion y memers at the offie. CATEGORIES OF MEMBERSHIP 13. a. At the time of inorporation, there are three ategories of memership: i. individual; i student; institutional.. An institutional memer is entitled to: i. reeive two opies of any journal or newsletter pulished y the Assoiation; i iv. reeive two opies of any puliations of a Chapter within whose geographial oundaries the Registered Address of that memer falls; have more than one representative at meetings of the Chapter within whose geographial oundaries the Registered Address of that memer falls; reeive suh disounts on Assoiation ativities as the Committee may deide.. Additional ategories of memers may e reated from time to time y the Committee. RIGHTS OF MEMBERS 14. Memers may: a. partiipate in all ativities of the Assoiation on onditions as determined y the Committee;. hold offie in the Assoiation aording to this Constitution; ANZELA Ltd Constitution 2008 Current August 2011 Page 5

6 -6-. vote at general meetings aording to this Constitution; and d. reeive any noties, newsletters or journals produed y the Assoiation. APPLICATION FOR MEMBERSHIP 15. a. Any natural person who is not less than 18 years of age at the date of appliation may apply for individual memership of the Assoiation.. Any natural person who is not less than 18 years of age at the date of appliation and who is a full-time student at a tertiary institution in Australia may apply for student memership of the Assoiation.. Any institution may apply for institutional memership of the Assoiation. 16. An appliation for memership must e: a. in writing in a form approved y the Committee; and. aompanied y the annual susription and entrane fee (if any). ANNUAL SUBSCRIPTION 17. The amount of the entrane fee (if any) and the annual susription are to e determined y the Committee. The Committee may determine different fees and susriptions for different ategories of memership. 18. All annual susriptions are due and payale in advane on 1 January in eah year. 19. If a person applies for memership during the months of July to Deemer inlusive, the Committee may redue the annual susription payale y the appliant in suh manner as it thinks fit. ADMISSION TO MEMBERSHIP 20. As soon as pratiale after the Assoiation reeives an appliation for memership whih satisfies the requirements of this Constitution: a. the Assoiation must notify the appliant of admission in writing and provide a reeipt for the annual susription; and. the name and details of the appliant must e entered in the Register. CESSATION OF MEMBERSHIP 21. If: a. a memer's susription is twelve months or more in arrears; and. a notie of default is given to the memer pursuant to a resolution of the Committee; the memer eases to e entitled to any of the rights of memership and the amount owing is a sum due to the Assoiation. ANZELA Ltd Constitution 2008 Current August 2011 Page 6

7 22. If the susription remains unpaid for a further twelve months, without reasonale ause in the opinion of the Committee, the memer's name is to e erased from the register of memers. The Committee may extend this period in exeptional irumstanes Persons who have eased to e memers of the Assoiation under the provisions of the previous two lauses may reapply for memership only if arrears of susription for whih they are liale are paid. 24. Any memer may y written notie to the Seretary resign as a memer with immediate effet or with effet from a partiular date susequent to, ut not eing later than six months from, the date of that notie. 25. The Committee may y resolution of at least three-quarters of its memers expel a memer of the Assoiation from the Assoiation if the memer: a. wilfully refuses or neglets to omply with the provisions of this Constitution; or. is guilty of ondut whih in the opinion of the Committee is uneoming of a memer or prejudiial to the interests and ojets of the Assoiation. 26. Before resolving to expel a memer, the Committee must give the memer: a. at least two weeks' notie of the Committee meeting at whih the resolution for expulsion is to e put and of the intended resolution for expulsion; and. an opportunity of attending the meeting and of giving at it orally or in writing any explanation or defene whih the memer may desire to offer. 27. At any time at least 24 hours efore the resolution is to e onsidered y the Committee the memer may elet to have the matter dealt with y the memers in an Extraordinary General Meeting alled for the purpose. If at that meeting the motion is arried y a two-thirds majority the memer is to e expelled aordingly. GENERAL MEETINGS 28. a. The Committee may at any time onvene a general meeting.. The Committee must onvene in eah year a general meeting, to e alled the annual general meeting, whih is to e held at suh time and plae as may e determined y the Committee. An annual general meeting must not e held in New Zealand or the same State or Territory of Australia in onseutive years and, as far as pratiale, is to e held on a rotating asis.. Where, ut for this su-lause, more than fifteen months would elapse etween annual general meetings, the Committee must onvene a general meeting (whih may ut need not e the annual general meeting) efore the expiration of that period. d. A memer may requisition, onvene, or join in requisitioning or onvening a general meeting in aordane with the Corporations Law. ANZELA Ltd Constitution 2008 Current August 2011 Page 7

8 -8- NOTICE OF GENERAL MEETINGS 29. a. At least 21 days' notie must e given to memers of all general meetings.. A notie onvening a general meeting must: i. set out the plae, date and time for the meeting (and, if the meeting is to e held in 2 or more plaes, the tehnology that will e used to failitate this); and i state the general nature of any speial usiness to e transated at the meeting; and if alterations to the Constitution are to e proposed at the general meeting, ontain the text of any proposed alterations.. For the purposes of the preeding paragraph, speial usiness means any usiness to e transated at a meeting other than an annual general meeting and any usiness to e transated at an annual general meeting other than the matters listed in paragraphs a. to d. inlusive of the next lause. d. A memer desiring to ring any usiness efore a meeting may give notie of that usiness in writing to the Seretary, who must inlude that usiness in the notie alling the next general meeting. e. The Committee may postpone or anel any general meeting whenever it thinks fit, other than a meeting onvened under paragraph d. of the previous lause. The Committee must give notie of the postponement or anellation to all memers. f. The failure or aidental omission to send a notie of a general meeting or the adjournment or postponement or anellation of a general meeting to any memer or the non-reeipt of a notie y any memer does not invalidate the proeedings at or any resolution passed at the general meeting. ANNUAL GENERAL MEETINGS 30. The usiness of an annual general meeting is to: a. onfirm the minutes of the last preeding annual general meeting and of any general meeting held sine that meeting;. reeive and onsider the aounts and reports of the Committee and the Auditor required y the Corporations Law;. elet the Diretors to e eleted pursuant to this Constitution; d. when relevant, appoint and fix the remuneration of the Auditor; and e. transat any other usiness whih under this Constitution may e transated at a general meeting. ANZELA Ltd Constitution 2008 Current August 2011 Page 8

9 -9- QUORUM AT GENERAL MEETINGS 31. a. No usiness may e transated at a general meeting unless a quorum of memers is present, in person or y proxy or representative, when the meeting proeeds to usiness.. A quorum of memers is not fewer than seven memers entitled to vote.. If a quorum is not present within 30 minutes after the time appointed for a meeting: i. if the meeting was onvened on the requisition of memers, it is automatially dissolved; or in any other ase: CHAIRMAN OF GENERAL MEETINGS (1) it stands adjourned to the same time and plae 7 days after the meeting, or to another day, time and plae determined y the Committee; and (2) if at the adjourned meeting a quorum is not present within 30 minutes after the time appointed for the meeting, a quorum is 2 memers. 32. The President, or in the President's asene, the Vie President, presides as Chairman at every general meeting. If neither of suh offiers is present within 10 minutes after the time appointed for the meeting, the memers present must hoose one of their numer as Chairman of the meeting. ADJOURNMENT OF GENERAL MEETINGS 33. a. The hairman of a meeting at whih a quorum is present: i. in his or her disretion may adjourn a meeting with the meeting's onsent; and must adjourn a meeting if the meeting direts him or her to do so.. An adjourned meeting may take plae at a different venue to the initial meeting.. The only usiness that an e transated at an adjourned meeting is the unfinished usiness of the initial meeting. d. A resolution passed at a meeting resumed after an adjournment is passed on the day it was passed. e. Notie of an adjourned meeting must only e given if a general meeting has een adjourned for one month or more. If notie is required, it must e at least 21 days' notie. f. No poll may e demanded on the question of adjournment of a meeting exept y the hairman. RESOLUTIONS AND POLLS AT GENERAL MEETINGS 34. a. Sujet to the Corporations Law in relation to speial resolutions, a resolution is arried if a majority of the votes ast on the resolution are in favour of the resolution. ANZELA Ltd Constitution 2008 Current August 2011 Page 9

10 -10-. A resolution put to the vote of a meeting is deided on a show of hands unless a poll is demanded y: i. the hairman; or memers with at least 5% of the votes that may e ast on the resolution on a poll.. A poll may e demanded: i. efore a vote on a show of hands takes plae; i after a vote on a show of hands takes plae ut efore the delaration of the result of the show of hands; or immediately after the delaration of the result of a show of hands. d. Unless a poll is demanded: i. a delaration y the hairman that a resolution has een arried or lost; and an entry to that effet in the minutes of the meeting, are onlusive evidene of the fat without proof of the numer or proportion of the votes in favour of or against the resolution. e. The demand for a poll may e withdrawn. f. A poll must e taken at the time and in the manner that the hairman direts. g. The result of the poll is the resolution of the meeting at whih the poll is demanded. h. A poll demanded on the eletion of the hairman or the adjournment of a meeting must e taken immediately. i. After a poll has een demanded at a meeting, the meeting may ontinue for the transation of usiness other than the question on whih the poll was demanded. 35. a. A deision of a general meeting may not e invalidated on the ground that a person voting at the meeting was not entitled to do so.. A hallenge to a right to vote at a general meeting may only e made at the meeting.. The hairman must determine suh hallenge and suh determination, if made in good faith, is final. CHAIRMAN'S CASTING VOTE AT GENERAL MEETINGS 36. The hairman has a asting vote on a show of hands and on a poll in addition to the hairman's votes as a memer, proxy or representative. ANZELA Ltd Constitution 2008 Current August 2011 Page 10

11 -11- RIGHT TO VOTE AT GENERAL MEETINGS 37. Every memer has one vote. PROXY 38. A memer may y notie to the Seretary appoint another memer proxy to attend and vote at general meetings instead of him or her and any proxy has the same right as the memer to speak at the meeting. 39. The notie must e in a form approved y the Committee. 40. The notie must e signed: a. y the appointor or y his or her attorney; or. if the appointor is an organisation, either under seal or y an offier or attorney of the organisation. 41. The notie may speify the manner in whih the proxy is to vote in respet of a partiular resolution. Where it does so, the proxy must not vote in any other way. A proxy may vote as the proxy thinks fit on any motion or resolution in respet of whih no manner of voting is indiated. 42. a. The notie and, if the notie is signed y the appointor's attorney, the authority under whih the appointment was signed or a ertified opy of the authority must e reeived y the Assoiation at least 48 hours efore the meeting.. If a meeting has een adjourned, a notie and any authority reeived y the Assoiation at least 48 hours efore the resumption of the meeting are effetive for the resumed part of the meeting.. A proxy holder annot hold more than 3 proxies in total. 43. A vote ast in aordane with the notie appointing a proxy is valid even if efore the vote was ast the appointor: a. died;. eame of unsound mind; or. revoked the proxy or power, unless notie of the death, unsoundness of mind, or revoation was reeived efore the relevant meeting or adjourned meeting at the offie, or at suh other plae within Australia nominated y the Assoiation in the notie onvening the meeting. ANZELA Ltd Constitution 2008 Current August 2011 Page 11

12 -12- INSTITUTIONAL REPRESENTATIVE 44. A memer whih is an institution may appoint an individual as a representative to exerise all or any of the powers the institution may exerise: a. at ompany meetings; or. at meetings of reditors or deenture holders; or. relating to resolutions to e passed without meetings. 45. The appointment may set out restritions on the representative's powers. If the appointment is to e y referene to a position held, the appointment must identify the position. 46. An institution may appoint more than one representative ut only one representative may exerise the institution's powers at any one time. 47. Unless otherwise speified in the appointment, the representative may exerise, on the institution's ehalf, all of the powers that the institution ould exerise at a meeting or in voting on a resolution. MANAGEMENT OF THE ASSOCIATION 48 The Assoiation's usiness is managed y or under the diretion of the Committee whih may exerise all the Assoiation's powers whih are not required y this Constitution or any law to e exerised y the Assoiation in general meeting. 49 The Committee may make any rules not inonsistent with this Constitution ut suh rules may e altered or revoked y the Assoiation in General Meeting. COMPOSITION OF THE COMMITTEE 50 The Committee is omposed of no less than four and no more than six diretors. 51 The first Committee onsists of [insert names of Committee of ANZELA In]. They are to hold offie sujet to this Constitution until the lose of the first annual general meeting when they must retire from offie ut, sujet to the provisions of this Constitution, are eligile for eletion to the Committee at the first annual general meeting. ELECTION OF THE COMMITTEE 52 A person is not eligile for eletion as a Diretor at any General Meeting unless: a two memers of the Assoiation have proposed the person for appointment as a Diretor; and the person is a memer; and the person onsents to suh an appointment. 53 The allot for the eletion of Diretors is to e onduted at the Annual General Meeting in suh ANZELA Ltd Constitution 2008 Current August 2011 Page 12

13 -13- usual and proper manner as the Committee may diret. 54 Diretors are to resign as Diretors at the Annual General Meeting following the Annual General meeting at whih they were appointed ut, sujet to the requirements of this Constitution, are eligile for re-eletion. CASUAL VACANCIES ON THE COMMITTEE 55 Any asual vaany among the Diretors eleted y the memers must e filled y the Diretors appointing a person from among the memers. A Diretor appointed in this way holds offie until the lose of the next annual general meeting when that Diretor must retire from offie ut is eligile for re-eletion, sujet to the requirements of this Constitution in relation to resideny. 56 The Committee may at even if there are vaanies on the Committee. 57 If at any time the numer of Diretors in offie is fewer than four, the Committee may meet and at only: a to appoint a Diretor; or to elet a person as a memer of the Assoiation; or to onvene a general meeting. DEFECT IN APPOINTMENT 58 If it is disovered that: a there was a defet in the appointment of a person as a Diretor or memer of a suommittee; or a person appointed to one of those positions was disqualified; all ats of the Committee or the suommittee efore the disovery was made are as valid as if the person had een duly appointed and was not disqualified. REIMBURSEMENT OF DIRECTORS 59 The Diretors may e reimursed for all expenses properly inurred y them in onnetion with the Assoiation's usiness. OFFICERS OF THE COMMITTEE 60 At the first Committee meeting after eah annual general meeting, the Diretors must elet: a d a Diretor as President; and a Diretor as Vie President; and a Diretor as Seretary; and a Diretor as Treasurer. ANZELA Ltd Constitution 2008 Current August 2011 Page 13

14 These four Diretors are the Offiers of the Committee. 62 No Diretor may e nominated for more than one of the aove offies. 63 If the President, Vie President, Seretary or Treasurer eases to e a Diretor, that person must immediately vaate the offie of President, Vie President, Seretary or Treasurer as the ase may e. 64 Any asual vaany ourring in the offie of President, Vie President, Seretary or Chairman must e filled y the Diretors. The newly eleted person holds offie for the remainder of the term of offie of the former President, Vie President, Seretary or Treasurer as the ase may e. VACATION OF OFFICE OF DIRECTOR 65 The offie of a Diretor is vaated if that Diretor: a d e f g h dies; resigns y notie to the Assoiation; eomes ankrupt or makes any general arrangement or omposition with his or her reditors; eomes of unsound mind or a person whose person or estate is liale to e dealt with in any way under the law relating to mental health; is asent from three onseutive meetings of the Committee without leave of the Committee; eases to e a memer of the Assoiation; or is found guilty of any offene punishale under the riminal or Assoiation law of any ountry or the law of any ountry relating to harities or trusts; or otherwise eases to e, or eomes prohiited from eing, a Diretor y virtue of the Corporations Law. SECRECY OBLIGATIONS 66 Every Diretor and other agent or offier of the Assoiation must keep seret all aspets of all transations of the Assoiation, exept: a to the extent neessary to enale the person to perform his or her duties to the Assoiation; as required y law; when requested to dislose information y the Committee to the Auditor or a general ANZELA Ltd Constitution 2008 Current August 2011 Page 14

15 -15- meeting of the Assoiation; d as otherwise permitted y the Committee. PROCEEDINGS OF THE COMMITTEE 67 The Committee may meet together for the dispath of usiness, adjourn or otherwise regulate its meetings and proeedings as it thinks fit, provided that it meets at least 3 times in eah year. 68 a A Committee meeting may e held y the Diretors ommuniating with eah other y any tehnologial means y whih they are ale simultaneously to hear eah other and to partiipate in disussion. The Diretors need not all e physially present in the same plae for a Committee meeting to e held. A Diretor who partiipates in a meeting held in aordane with this lause is deemed to e present and entitled to vote at the meeting. 69 Questions arising at a meeting of the Committee are to e determined on a show of hands, or if demanded y a memer of the Committee, y a poll taken in suh a manner as the person presiding at the meeting may determine. COMMITTEE QUORUM 70 The quorum neessary for the transation of the usiness of the Committee is three. 71 If within 30 minutes of the time appointed for a Committee meeting a quorum is not present the meeting shall stand adjourned to the same plae and at the same hour of the same day in the following week, unless the meeting was a speial meeting in whih ase it lapses. CHAIRMAN OF COMMITTEE MEETINGS 72 The President or, in his or her asene, the Vie President must take the hair at all Committee meetings. If at any meeting neither of suh offiers is present within 10 minutes after the time appointed for holding the meeting, the Diretors present must hoose one of their numer to e hairman of the meeting. NOTICE OF COMMITTEE MEETINGS 73 Written notie of eah Committee meeting must e served on eah memer of the Committee y delivering it to him at a reasonale time efore the meeting or y sending it y pre-paid post addressed to him or her at least two usiness days efore the date of the meeting. VOTING AT COMMITTEE MEETINGS 74 Questions arising at a Committee meeting are deided y a majority of the votes of the Diretors present and voting. In ase of an equality of votes, the Chairman of the meeting has a asting vote in addition to his or her delierative vote. ANZELA Ltd Constitution 2008 Current August 2011 Page 15

16 -16- CONVENING OF SPECIAL COMMITTEE MEETINGS 75 Upon the written requisition of any two Diretors, the President or Vie President, or in their asene the Seretary, must onvene a speial meeting of Committee to e held within 14 days after the reeipt of the requisition. The requisition must set out the purposes for whih the meeting is required. COMMITTEE RESOLUTIONS WITHOUT A MEETING 76 a If all the Diretors who are eligile to vote on a resolution have signed a doument ontaining a statement that they are in favour of a resolution in terms set out in the doument, then a resolution in those terms is deemed to have een passed at a Committee meeting held on the day on whih the doument was last signed y a Diretor. d e For the purposes of paragraph a., two or more idential douments, eah of whih is signed y one or more Diretors, together onstitute one doument signed y those Diretors on the days on whih they signed the separate douments. Any doument referred to in this lause may e in the form of eletroni mail, a telex or fasimile transmission. The minutes of Committee meetings must reord that a meeting was held in aordane with this lause. This lause applies to meetings of suommittees as if all memers of the suommittee were Diretors. MATERIAL PERSONAL INTEREST 77 a Unless permitted y the Corporations Law, a Diretor who has a material personal interest in a matter that is to e onsidered at a Committee meeting: i0 ii0 must not vote on the matter or e present while the matter is eing onsidered at the meeting; and must not e ounted in a quorum in relation to that matter. d Paragraph a. does not apply to an interest that the Diretor has as a memer in ommon with the other memers. The quorum for onsideration at a Committee meeting of a matter in whih one or more Diretors have a material personal interest is three Diretors who are entitled to vote on any motion that may e moved at the meeting in relation to that matter. Eah Diretor must dislose to the Assoiation any material ontrat in whih the Diretor is interested, and must provide the Assoiation with the names of the parties to the ontrat, partiulars of the ontrat, and the Diretor's interest in the ontrat. ANZELA Ltd Constitution 2008 Current August 2011 Page 16

17 e A Diretor's failure to make dislosure under this lause does not render void or voidale a ontrat in whih the Diretor has an interest. MINUTES 78 a The Committee must ause minutes to e made of: i i ii iii iv the names of the Diretors present at all general meetings, Committee meetings and meetings of suommittees; all proeedings of general meetings, Committee meetings and meetings of suommittees; all appointments of offiers; all orders made y the Committee and suommittees; and all dislosures of interests made pursuant to the previous lause. Minutes must e signed y the hairman of the meeting or y the hairman of the next meeting of the relevant ody and if so signed are as etween the memers onlusive evidene of the matters stated in suh minutes. CHAPTERS 79 Sujet to the requirements of this Constitution, the Committee of the Assoiation may estalish a Chapter of the Assoiation in any plae in New Zealand or Australia. 80 If the Committee estalishes a Chapter, it must: a d set geographial oundaries for the Chapter; provide the Chapter with Rules; appoint the first Chapter Committee; and provide funds to the Chapter eah finanial year ased on the numer of memers whose Registered Address is within that Chapter's geographial oundaries at the last day of the previous finanial year. 81 Eah Chapter set up under lause 79 may undertake suh ativities as the Assoiation is itself authorised to undertake under this Constitution in pursuane of the ojets of the Assoiation. 82 The Seretary must advise eah Chapter of the names and addresses of memers whose Registered Address is within that Chapter's geographial oundaries. 83 The Committee may elet to wind up or dissolve any Chapter that in its opinion is undertaking ativities that are ontrary to the provisions of this Constitution. 84 a Eah Chapter must keep aounts of the Chapter's usiness in a form approved y the Committee. By 31st Marh of eah year, eah Chapter must provide to the Seretary a opy of its aounts and a report on its ativities for the previous finanial year. ANZELA Ltd Constitution 2008 Current August 2011 Page 17

18 COMMITTEES 85 The Committee may delegate any of its powers to suommittees onsisting of suh persons as it thinks fit and may revoke suh delegation. Any suommittee so formed must onform to any rules imposed upon it y the Committee. The meetings and proeedings of any suh suommittee onsisting of two or more memers are governed y the lauses of this Constitution for regulating the meetings and proeedings of the Committee so far as the same are appliale and are not superseded y any rule made y the Committee under this lause. JOURNAL 86 a A journal and/or newsletter is to e pulished y the Assoiation. d The Editor is to e appointed y the Committee. The Editor is responsile for the puliation of the journal and the newsletter (if any). The Editor is to draw up a statement of editorial poliy for guidane to memers of the Assoiation and outside ontriutors. ACCOUNTS 87 a The Committee must ause the Assoiation to keep aounts of the Assoiation's usiness in aordane with the Corporations Law. The Committee must ause the aounts of the Assoiation to e: i ii audited y an auditor appointed y the memers at the Annual General Meeting; and laid efore the annual general meeting of the Assoiation in aordane with the Corporations Law. The aounts referred to in paragraph a. aove must e availale for inspetion y memers. 88 A opy of the aounts must e sent to all persons entitled to e sent noties of general meetings together with the notie of the annual general meeting, as required y the Corporations Law. 89 The aounts when audited and approved y a general meeting are onlusive exept as regards any material error disovered in them within 6 months next after their approval. Whenever any material error is disovered within that period, the aounts must immediately e orreted and then they are onlusive. NOTICES 90 Noties must e in writing. 91 A notie may e served y the Assoiation on a memer y any of the following methods: a y serving it personally on the memer; y leaving it at the registered address; ANZELA Ltd Constitution 2008 Current August 2011 Page 18

19 d e y sending it y post in a prepaid letter, envelope or wrapper addressed to the memer at the registered address; y sending it y fasimile transmission to a fasimile numer nominated y the memer for the purpose of serving noties on the memer; or y sending it y eletroni mail to an eletroni mail address nominated y the memer for the purpose of serving noties on the memer. 92 Eah memer whose registered address is not in Australia may notify the Assoiation of an address in Australia whih is deemed to e that memer's registered address for the purpose of serving notie. 93 Any notie sent y post, air-mail or air ourier is deemed to have een served on the day following that on whih the letter, envelope or wrapper ontaining the notie is posted or delivered to the air ourier. In proving servie, it is suffiient to prove that the letter, envelope or wrapper ontaining the notie was properly addressed and put into the post offie or other puli postal reeptale or delivered to the air ourier. A ertifiate in writing signed y any offier of the Assoiation that the letter, envelope or wrapper ontaining the notie was so addressed and posted is onlusive. 94 Any notie sent y fasimile transmission or eletroni mail is deemed to have een served on reeipt y the Assoiation of a transmission report y the mahine from whih the fasimile or eletroni transmission was sent whih indiates that the fasimile or eletroni mail was sent in its entirety to the fasimile numer or eletroni mail address of the addressee.95 Any notie sent y post to or left at the registered address is deemed to have een properly served even if the memer is then dead or ankrupt and whether or not the Assoiation has notie of the death or ankrupty. 96 The signature to any notie given y the Assoiation may e written or printed or a fasimile of the signature may e affixed y mehanial or other means. 97 Where a period of notie is required to e given, the day on whih the notie is served and the day of doing the at or other thing is not inluded in the numer of days or other period. INDEMNITY 98 To the extent permitted y law, the Assoiation indemnifies every offier of the Assoiation and of a Chapter against any liaility inurred y that person: a in his or her apaity as an offier of the Assoiation or of a Chapter; and to a person other than the Assoiation or a related ody orporate of the Assoiation unless the liaility arises out of ondut on the part of the offier whih involves a lak of good faith. 99 The Assoiation indemnifies every offier of the Assoiation and of a Chapter against any liaility for osts and expenses inurred y the person in his or her apaity as offier of the Assoiation or of a Chapter: a in defending any proeedings, whether ivil or riminal, in whih judgment is given in favour of the person or in whih the person is aquitted; or ANZELA Ltd Constitution 2008 Current August 2011 Page 19

20 in onnetion with an appliation, in relation to suh proeedings, in whih the Court grants relief to the person under the Corporations Law. 100 The Assoiation may pay a premium in respet of a ontrat insuring a person who is or has een an offier of the Assoiation or of a Chapter against a liaility inurred y the person as an offier of the Assoiation or of a Chapter exept in irumstanes prohiited y the Corporations Law. ANZELA Ltd Constitution 2008 Current August 2011 Page 20