1 Constitution The Cancer Council NSW ABN Registered as a Company Limited by Guarantee on 30 September 2005
2 i Contents 1. NATURE OF COMPANY AND LIABILITY Nature of Company Liability of Members and guarantee on winding up OBJECTS MEMBERSHIP Membership Members must have a connection with NSW Institutional members Classes of Membership Members shall belong to one class Voting entitlements of Members Obligations of Members Form of application Directors to consider applications for membership Rejected applications Notification to successful applicant Register of Members Details in Members register Member to notify changes to secretary APPLICATION FEE AND ANNUAL SUBSCRIPTION Application fee Annual subscription Time for payment of annual subscription Unpaid annual subscriptions REMOVAL AND CESSATION OF MEMBERSHIP Resignation Effective date of resignation Failure to pay Change in eligibility for class of Member Other cessation of membership Removal from membership Additional material with recommendation Notice of intention to remove to be given Representations by the member Late representations If representations not sent then may be read at meeting Representations need not be sent if inappropriate content Directors not required to give reasons Ordinary resolution required to remove member NO PROFITS FOR MEMBERS Transfer of income or property Grants to Members for advancing the purposes of the Company Payments, services and information Grants may be paid to members Company may favour members GENERAL MEETINGS Convening of meetings by Directors Convening of meetings by Members Business of general meeting Members proposed resolutions not binding Annual General Meeting Notice of general meeting... 7
3 - ii 7.7 Form on notice of annual general meeting Accidental ommission of notice not to affect validity Cancellation of general meetings When meeting may be cancelled Quorum at general meetings Number for quorum Effect of quorum not present Notice of adjourned meeting to be given where directors adjourn Quorum at adjourned general meetings Appointment of chairperson Election of chair if chairperson of directors not present Election of chair if no directors present Chairperson s powers Power to expel member from meeting Adjournment of meetings Business at adjourned meeting Notice of meeting adjourned by members No notice needed if less than 30 days adjournment Voting procedures Voting on show of hands Demand for a poll Poll of each class of members Demand for poll may be withdrawn Demand for poll not to affect other business Timing of poll determined by chair Vote of the Chair at general meetings Objections to voter qualification Qualification determined by chairperson All votes not disallowed are valid Voting rights of Ordinary Members Poll of Ordinary Members Voting rights of Health Professional Organisation Members Poll of Health Professional Organisation Members Voting rights of Cancer Organisation Members Poll of Cancer Organisation Members Voting rights of Research Organisation Members Poll of Research Organisation Members Special resolutions PROXIES AND REPRESENTATIVES Proxies and representatives of Members Power of person attending as proxy Appointment of proxies Form of proxy Authority of proxies General power of proxy Verification of proxies Time for receipt of proxy Proxy for adjourned meeting Validity of proxies Revocation of appointment of proxy APPOINTMENT AND RETIREMENT OF DIRECTORS Number of Directors Change in number of directors Composition of board Qualifications of Directors No membership qualification Qualifications for appointed directors Employee may not be a director Term of appointment of directors Retirement...14
4 - iii 9.10 Cancer Institute director Election of Directors at expiration of their term Replacement of Cancer Institute director Replacement of Appointed Directors at expiration of their term Appointment of directors to ensure minimum number Term for directors appointed to ensure minimum number Casual vacancies Removal from office Vacation of office DIRECTORS REMUNERATION Payment for expenses Directors fees Payment for services Form of payment of additional sum Register of payments to Directors POWERS OF DIRECTORS PROCEEDINGS OF DIRECTORS Convening of Directors meetings Notice of Directors meetings Directors may consent to short notice Mode of meeting for Directors Quorum at Directors meetings Voting at Directors meetings Appointment of chairperson of Directors Directors to elect chair if chairperson not present Chairperson s vote at Directors meetings Participation where Directors interested Circumstances where issue may be referred to members Delegation of powers to committee Powers that may not be delegated by directors Power of committee Committee bound to conform to board directions Audit committee Proceedings of committees Validity of acts of Directors Minutes Form of minutes Resolution in writing Form of resolution in writing Electronic documents SECRETARY Appointment of secretary Terms of appointment of secretary INDEMNITY AND INSURANCE Indemnity Insurance premiums SEALS AND EXECUTION OF DOCUMENTS Custody of Seal Execution of documents Execution without seal GIFT FUND REQUIREMENTS Company to maintain a Gift Fund Rules applying to the Gift Fund Winding up of Gift Fund Definitions...22
5 - iv 17. SURPLUS ASSETS ON WINDING UP OR DISSOLUTION Organisations to whom assets may be transferred Organisation to be determined by members ACCOUNTS, AUDIT AND RECORDS Accounts Audit Rights of Inspection NOTICES Persons authorised to give notices Form of signature on notice Method of giving notices Addresses for giving notices to Members Member may specify facsimile or address Death or bankruptcy of member Address for giving notices to the Company Company may specify facsimile or address Time notice is given Proof of giving notices Persons entitled to notice of meeting No other person entitled to notice DEFINITIONS AND INTERPRETATION Definitions Interpretation References to the document Replaceable rules Application of Corporations Act Exercise of powers...27
6 Corporations Act 2001 Public company limited by guarantee The Cancer Council NSW ACN Nature of company and liability 1.1 Nature of Company The Company is a public company limited by guarantee. 1.2 Liability of Members and guarantee on winding up The liability of the Members is limited. Every Member undertakes to contribute $2 to the assets of the Company if it is wound up while he or she is a Member, or within one year afterwards. 2. Objects The Company has the following objects: (d) (e) (f) (g) to advocate for improvements in the prevention, treatment and care of persons with cancer; to advocate for public health initiatives to reduce the incidence of cancer in the community and to improve cancer survival; to support persons with cancer through the provision of information, support services (including accommodation and transport), funding for cancer support groups and other activities; to educate the community about cancer and cancer risks and to promote actions that reduce the future incidence of cancer; to support, assist and foster research and investigation into the causes, prevention, diagnosis and treatment of cancer; to co-operate with and assist other organisations in NSW involved in cancer control and prevention; and to engage in fundraising and philanthropy for the benefit of persons with cancer and their carers and to provide funding for cancer research. 3. Membership 3.1 Membership The Members of the Company are the initial Members as identified in the notice of registration lodged with the Australian Securities and Investments Commission and such other persons as the Company admits to membership in accordance with this constitution.
7 Members must have a connection with NSW An individual who applies for membership must be at least 18 years old at the date of application to the Company and have their principal place of residence in the State of New South Wales. 3.3 Institutional members An entity, other than an individual, who applies for membership must have an office or place of business in the State of New South Wales. 3.4 Classes of Membership The membership of the Company will be divided into the following classes of membership: (d) Ordinary Members; Health Professional Organisation Members; Cancer Organisation Members; and Research Organisation Members. 3.5 Members shall belong to one class A Member may belong to only one class of membership of the Company. 3.6 Voting entitlements of Members The Members shall be entitled to vote as follows: Ordinary Members shall be entitled to collectively cast three (3) votes; Health Professional Organisation Members shall be entitled to collectively cast one (1) vote; Cancer Organisation Members shall be entitled to collectively cast one (1) vote; and (d) Research Organisation Members shall be entitled to collectively cast one (1) vote. 3.7 Obligations of Members All Members must pay the application fee determined in accordance with clause 4.1 when applying for membership and, in order to maintain membership, pay the annual subscription in accordance with clause Form of application An application for membership must comply with the following requirements: it must be signed by the applicant; it must be accompanied by such documents or evidence as to qualification for the category of membership applied for as the Directors determine; and it must be accompanied by an application fee determined in accordance with clause 4.1.
8 Directors to consider applications for membership The Directors must consider an application for membership as a Cancer Organisation Member, a Health Professional Organisation Member, a Research Organisation Member or an Ordinary Member as soon as practicable after its receipt and determine, in their discretion, the admission or rejection of the applicant. The Directors do not have to give reasons for rejecting an application or granting a particular category of membership Rejected applications If an application for membership is rejected, any application fee and the annual subscription must be refunded to the applicant. The Company must maintain a register of applications for membership that are rejected by the Directors Notification to successful applicant If an applicant is accepted for membership the Secretary must notify the applicant of admission and the name and details of the applicant must be entered in the Register Register of Members A register of the Members of the Company must be kept in accordance with the Corporations Act Details in Members register The following details must be entered in the Register in respect of each Member: (d) (e) (f) (g) the full name of the Member [including the ACN of a corporate Member]; the address, telephone number and facsimile number and address, if any, of the Member; the class of membership; the date of admission to, transfer between classes and cessation of membership; the date of last payment of the Member s annual subscription; in the case of a Member other than an individual the full name, address and facsimile number and address, if any, of its corporate representative; and such other information as the Directors require Member to notify changes to secretary Each Member must notify the Secretary in writing of any change in that person s name, address, telephone number, facsimile number or address within one month after the change.
9 Application fee and annual subscription 4.1 Application fee The application fee payable by each applicant for membership is such sum as the Directors prescribe from time to time. 4.2 Annual subscription The annual subscription payable by a Member is such sum as the Directors prescribe from time to time in respect of each class of membership. 4.3 Time for payment of annual subscription All annual subscriptions are due and payable in advance on 31 March in each year. 4.4 Unpaid annual subscriptions A Member ceases to be entitled to any of the rights or privileges of membership if the annual subscription of a Member is not paid by 31 May in the relevant year. A notice of the default will be sent to the Member by the Company Secretary. If not rectified by 30 June of the relevant year, the membership will expire. The Member may reapply. 5. Removal and cessation of membership 5.1 Resignation A Member may resign from membership of the Company by giving written notice to the Secretary. 5.2 Effective date of resignation The resignation of a Member is deemed to take effect from the date of receipt of the notice of resignation or such later date as is provided in the notice. 5.3 Failure to pay If a Member has not paid all arrears of annual subscriptions in accordance with clause 4.3 or, if paid, the Member s rights and privileges are not reinstated, both of the following applies in respect of that Member: the Member remains liable for all the obligations and liabilities of membership for six months after the date of notification under clause 5.1; and the Member ceases to be a Member and the Member s name must be removed from the Register at the end of the six month period. 5.4 Change in eligibility for class of Member A Member ceases to be a Member if they no longer meet the eligibility requirements for that class of membership and do not, within 30 days of no longer meeting the eligibility requirements for that class, apply for approval to transfer to another class of Member. If a Member applies for transfer to another class of Member within the 30 day period and their application is rejected by the Directors, the Member ceases to be a Member from the date of rejection by the Directors of their application to transfer.
10 5.5 Other cessation of membership - 5 A Member ceases to be a Member on any Termination Event occurring in respect of the Member. 5.6 Removal from membership If a Member is no longer considered suitable for membership of the Company by a majority of the Directors, the Directors shall make a recommendation to the Members that the Members consider removal of the Member from the Register. 5.7 Additional material with recommendation The Directors may include with their recommendation any material that the Directors consider appropriate in the circumstances. 5.8 Notice of intention to remove to be given Before referring a recommendation under clause 5.6 to the members, the Directors shall provide at least two month s written notice to the Member so as to enable the Member to provide any written representations to the Company. 5.9 Representations by the member Where any written representations are made by the Member and the Member requests that the representations be notified to the Members, the Company must do both of the following: state, in any notice of the resolution given to the Members, that the representations have been made; and send a copy of the representations to every member of the Members to whom the notice of the meeting has been or is sent Late representations The requirements in clause 5.9 do not apply to the Company if the representations are received by it too late for it to satisfy those requirements If representations not sent then may be read at meeting If a copy of the representations is not so sent because they were received too late or because of the Company s default, the Member may, without affecting any right to be heard orally, require the representations be read out at the meeting Representations need not be sent if inappropriate content Copies of the representations need not be sent out and the representations need not be read out at the meeting if the Directors are satisfied on reasonable grounds that the rights conferred by clause 5.9 are being abused to secure needless publicity for defamatory matter Directors not required to give reasons The Directors do not have to give reasons for recommending the removal of any Member from the Register.
11 Ordinary resolution required to remove member An ordinary resolution of the Members is required to pass the necessary resolution to remove a Member under clause No profits for members 6.1 Transfer of income or property No income or property of the Company may be distributed to any Member. 6.2 Grants to Members for advancing the purposes of the Company Nothing in this clause 6 prevents the payment in good faith of a grant to a Member for the purposes of advancing the objects of the Company, provided that: the grant is approved by the Board; the terms of the grant require that the funds may only be used for a purpose consistent with advancing the objects of the Company; and the grant is listed in the annual report and financial statements of the Company. 6.3 Payments, services and information Nothing in this clause 6 prevents the payment in good faith of any of the following: (d) remuneration to any officers or employees of the Company for services actually rendered to the Company; an amount to any Member in return for any services actually rendered to the Company or for goods supplied in the ordinary and usual course of business; reasonable and proper interest on money borrowed from any Member; and reasonable and proper rent for premises let by any Member to the Company. 6.4 Grants may be paid to members Nothing in this clause 6 prevents the distribution of grant monies to Members where the grant is expressly on the basis that the monies be used for the benefit of persons including Members. 6.5 Company may favour members Nothing in this clause 6 prevents the Company from providing services or information to the Members on terms which are different from the terms on which services or information are provided to persons who are not Members. 7. General meetings 7.1 Convening of meetings by Directors The Board may convene a general meeting.
12 Convening of meetings by Members The Directors must call and arrange to hold a general meeting if required to do so under the Corporations Act. 7.3 Business of general meeting Subject to the Corporations Act, only the following types of business may be considered at a general meeting: (d) (e) (f) consideration of the annual financial report, Directors report and auditor's report; receive results of the postal ballot for elected Directors and the appointment and removal of other Directors; appointment of the auditor and auditor's remuneration; amendment of the Company's name and/or constitution; business proposed by the Directors; and resolutions proposed by the Members. 7.4 Members proposed resolutions not binding Resolutions proposed by the Members under clause 7.3(f) shall be noted by the Directors but shall not be binding on the Directors. 7.5 Annual General Meeting The Company must hold its Annual General Meeting in accordance with the Corporations Act. 7.6 Notice of general meeting Written notice of a general meeting must specify the place, the day and the hour of meeting and if the meeting is to be held in two or more places, the technology that will be used to facilitate the meeting, the general nature of the business to be transacted and any other matters as are required by the Corporations Act. 7.7 Form of notice of annual general meeting A notice of a general meeting may be given by any form of communication permitted by the Corporations Act. 7.8 Accidental omission of notice not to affect validity The accidental omission to give notice of any general meeting to, or the non receipt of a notice by, a Member entitled to receive notice does not invalidate a resolution passed at the general meeting. 7.9 Cancellation of general meetings The Directors may cancel a general meeting, other than a general meeting which they are required to convene and hold under the Corporations Act.
13 When meeting may be cancelled A meeting may only be cancelled in accordance with clause 7.9 if notice of the cancellation is given to all Members entitled to receive notice of the meeting at least two business days prior to the time of the meeting as specified in notice of meeting Quorum at general meetings Business may not be transacted at a general meeting unless a quorum of Members is present at the time when the meeting proceeds to business Number for quorum Except as otherwise set out in this document, 1 member of each class of Members, present in person or by representative, is a quorum Effect of quorum not present If a quorum is not present within half an hour from the time appointed for the meeting or a longer period allowed by the chairperson: if the meeting was convened by or on the requisition of Members, it must be dissolved. otherwise, it must stand adjourned to the same day in the next week at the same time and place or to another day and at another time and place determined by the Directors Notice of adjourned meeting to be given where directors adjourn If a meeting has been adjourned to another time and place determined by the Directors, not less than seven days notice of the adjourned meeting must be given in the same manner as in the case of the original meeting Quorum at adjourned general meetings At the adjourned meeting if a quorum is not present within half an hour after the time appointed for the meeting, the meeting must be dissolved Appointment of chairperson If the Directors have elected one of their number as chairperson of their meetings, that person is entitled to preside as chairperson at every general meeting Election of chair if chairperson of Directors not present The Directors present at a general meeting must elect one of their number to chair the meeting if either of the following applies: a Director has not been elected as the chairperson of Directors meetings. the chairperson is not present within 15 minutes after the time appointed for the holding of the meeting or is unwilling to act Election of chair if no directors present The Members present at a general meeting must elect one of their number to chair the meeting if there are no Directors present within 15 minutes after the time appointed for the holding of the meeting or all Directors present decline to take the chair.
14 7.19 Chairperson s powers - 9 Subject to the terms of this document dealing with adjournment of meetings, the ruling of the chairperson on all matters relating to the order of business, procedure and conduct of the general meeting is final and no motion of dissent from a ruling of the chairperson may be accepted Power to expel member from meeting The chairperson, in their discretion may expel any Member or Director from a general meeting if the chairperson reasonably considers that the Member or Director s conduct is inappropriate behaviour. Without limiting the foregoing, any of the following conduct may be considered inappropriate in a general meeting: the use of offensive or abusive language which is directed to any person, object or thing; and attendance at the meeting while under the influence of any kind of drug including but not limited to any alcoholic substance Adjournment of meetings The chairperson may, with the consent of any meeting at which a quorum is present, and must if so directed by the meeting, adjourn the meeting to another time and to another place Business at adjourned meeting The only business that may be transacted at any adjourned meeting is the business left unfinished at the meeting from which the adjournment took place Notice of meeting adjourned by members When a meeting is adjourned for 30 days or more, notice of the adjourned meeting must be given as in the case of an original meeting No notice needed if less than 30 days adjournment Except when a meeting is adjourned for 30 days or more, it is not necessary to give a notice of an adjournment or of the business to be transacted at an adjourned meeting Voting procedures Voting shall be undertaken subject to clause 3.6 (Voting entitlements of members) and clauses 7.26 to 7.43 (Voting rights of members) 7.26 Voting on show of hands At a general meeting a resolution or determination put to the vote of the meeting must be decided on a show of hands unless a poll is demanded before that vote is taken or before the result is declared or immediately after the result is declared Demand for a poll If a poll is not duly demanded, a declaration by the chairperson that a resolution has on a show of hands been carried or carried unanimously, or by a particular majority, or lost, is conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.
15 7.28 Poll of each class of members - 10 The provisions of clauses 7.29 to 7.31 apply to a poll under clauses 7.37, 7.39, 7.41 or Demand for poll may be withdrawn The demand for a poll may be withdrawn at any time before the declaration of the Chair as to the result of the poll. A poll can only be withdrawn by the person who called it Demand for poll not to affect other business The demand for a poll by a class of members does not prevent the continuance of a meeting for the transaction of business other than the item of business affected by the outcome of the poll Timing of poll determined by chair If a poll is duly demanded, it must be taken: as to the election of a Chair or on a question of adjournment, at once; and as to any other matter, in the manner and either at once or after an interval or adjournment or otherwise as the Chair directs Vote of the Chair at general meetings The Chair of a general meeting is entitled to a second or casting vote Objections to voter qualification No objection may be raised to the qualification of a voter except at the meeting or adjourned meeting at which the vote objected to is given or tendered Qualification determined by chairperson An objection to the qualification of a voter must be referred to the chairperson, whose decision is final All votes not disallowed are valid A vote not disallowed according to an objection as provided in this document is valid for all purposes Voting rights of Ordinary Members Ordinary Members shall determine the way in which to cast their 3 collective votes in accordance with the view of the majority of them. The Chair shall call for a show of hands by the Ordinary Members. The Chair shall declare the result of the show of hands which shall be the way in which the Ordinary Members shall cast their 3 collective votes unless a poll is demanded: By at least two (2) Ordinary Members present in person or by proxy; or By the Chair. In the case of an equality of votes, the Ordinary Members shall cast their 3 collective votes against the resolution.
16 7.37 Poll of Ordinary Members - 11 On a poll every Ordinary Member present in person or by proxy, attorney or representative has one vote Voting rights of Health Professional Organisation Members Health Professional Organisation Members shall determine the way in which to cast their vote in accordance with the view of the majority of them. The Chair shall call for a show of hands by the Health Professional Organisation Members. The Chair shall declare the result of the show of hands which shall be the way in which the Health Professional Organisation Members shall vote unless a poll is demanded: By at least two (2) Health Professional Organisation Members present in person or by proxy; or By the Chair. In the case of an equality of votes, the Health Professional Organisation Members shall exercise their vote against the resolution Poll of Health Professional Organisation Members On a poll every Health Professional Organisation Member present in person or by proxy, attorney or representative has one vote Voting rights of Cancer Organisation Members Cancer Organisation Members shall determine the way in which to cast their vote in accordance with the view of the majority of them. The Chair shall call for a show of hands by the Cancer Organisation Members. The Chair shall declare the result of the show of hands which shall be the way in which the Cancer Organisation Members shall vote unless a poll is demanded: By at least two (2) Cancer Organisation Members present in person or by proxy; or By the Chair. In the case of an equality of votes, the Cancer Organisation Members shall exercise their vote against the resolution Poll of Cancer Organisation Members On a poll every Cancer Organisation Member present in person or by proxy, attorney or representative has one vote Voting rights of Research Organisation Members Research Organisation Members shall determine the way in which to cast their vote in accordance with the view of the majority of them. The Chair shall call for a show of hands by the Research Organisation Members. The Chair shall declare the result of the show of hands which shall be the way in which the Research Organisation Members shall vote unless a poll is demanded: By at least two (2) Research Organisation Members present in person or by proxy; or By the Chair. In the case of an equality of votes, the Research Organisation Members shall exercise their vote against the resolution.
17 Poll of Research Organisation Members On a poll every Research Organisation Member present in person or by proxy, attorney or representative has one vote Special resolutions A special resolution proposing an amendment of the Company's constitution, change of name of the Company and/or voluntary winding up of the Company must be approved by the Directors before its submission to the Members for approval. 8. Proxies and representatives 8.1 Proxies and representatives of Members At meetings of Members each Member entitled to vote may vote in person or by proxy or by attorney, or in the case of a member which is a corporation, by representative. 8.2 Power of person attending as proxy Subject to the terms of their appointment, a person attending as a proxy, or as the attorney of a Member, or representing a corporation which is a Member has all the powers of a Member. 8.3 Appointment of proxies A Member may appoint another person as their proxy to attend and vote instead of the Member. A proxy need not be a Member and that person may hold more than one proxy. 8.4 Form of proxy A document appointing a proxy must be in writing, in any form permitted by the Corporations Act and signed by the Member making the appointment. 8.5 Authority of proxies A document appointing a proxy may specify the manner in which the proxy is to vote in respect of a particular resolution and, where the document so provides, the proxy is not entitled to vote on the resolution except as specified in the document. 8.6 General power of proxy Except as expressly provided by the document appointing a proxy, an appointment of a proxy confers authority to do all things that the Member can do in respect of a general meeting, except that the proxy is not entitled to vote on a show of hands. 8.7 Verification of proxies Before the time for holding the meeting or adjourned meeting at which a proxy proposes to vote, both of the following documents must be deposited with the Company: the document appointing the proxy. if the appointment is signed by the appointer s attorney, the authority under which the appointment was signed or a certified copy of that authority.
18 8.8 Time for receipt of proxy - 13 Those documents must be either: received at the Office, at a fax number at the Office or at another place, fax number or electronic address specified for that purpose in the notice convening the meeting not less than 24 hours before the time for holding the meeting; or produced to the chairperson of the meeting before the proxy votes. 8.9 Proxy for adjourned meeting If a general meeting has been adjourned, an appointment and any authority received by the Company at least 24 hours before the resumption of the meeting are effective for the resumed part of the meeting Validity of proxies A proxy document is invalid if it is not deposited or produced prior to a meeting or a vote being taken as required by this document Revocation of appointment of proxy A vote given in accordance with the terms of a proxy document or power of attorney is valid despite the occurrence of any one or more of the following events if no intimation in writing of any of those events has been received by the Company at the Office before the commencement of the meeting or adjourned meeting at which the document is used: the previous death or unsoundness of mind of the principal; or the revocation of the instrument or of the authority under which the instrument was executed. 9. Appointment and retirement of Directors 9.1 Number of Directors The number of Directors shall be not less than 7 and not more than Change in number of Directors The Company may, by resolution, increase or reduce the number of Directors and may also determine in what rotation the increased or reduced number is to go out of office. 9.3 Composition of board The Board shall be comprised of the following persons: 6 persons elected by the Members; 1 person nominated by the Cancer Institute (NSW); and 3 persons appointed by the Board.
19 9.4 Qualifications of Directors - 14 At least two of the Directors must have their principal place of residence outside of the Sydney Region. 9.5 No membership qualification A person does not have to be a Member to be a Director 9.6 Qualifications for appointed Directors A person appointed as a Director under 9.3 must be a person, who in the opinion of the Board, possesses substantial skills which will enhance the skills mix of the Board of the Company. 9.7 Employee may not be a director An employee of the Company is not eligible for appointment as a Director. 9.8 Term of appointment of directors Each Director shall hold office for a term of 3 years. A Director shall not be a Director for more than three terms (whether such terms are consecutive or otherwise). This does not prevent a person holding the position of Director if that person has not held the office of Director for a period of eight consecutive years immediately preceding that person s nomination for the office of Director. 9.9 Retirement A Director may retire from office by giving notice in writing to the Company of that Director s intention to retire. A notice of resignation takes effect at the time which is the later of the time of giving the notice to the Company and the expiration of the period, if any, specified in the notice Cancer Institute director The Cancer Institute (NSW) may change their nominated Director at any time by written notice to the Company Election of Directors at expiration of their term The election of the Directors to fill positions under clause 9.3 shall take place by postal ballot as follows:- (d) (e) The Secretary shall call for nominations to fill positions as Directors seventy seven (77) days before the next following Annual General Meeting; Any two Members may nominate any person to serve as a Director; The nomination, which shall be in writing and signed by the nominee and his proposer and seconder, shall be lodged with the Secretary at least sixty three (63) days before the next following Annual General Meeting; If on the closing of nominations, the Secretary has only received nominations equal to the number of vacancies then the Secretary shall declare those persons elected; If on the closing of nominations, there shall not be a sufficient number of candidates nominated, the Directors may fill the remaining vacancy or
20 - 15 vacancies as a casual vacancy for a term expiring at the Annual General Meeting following the next close of nominations under clause 9.11; (f) (g) If on the closing of nominations, the Secretary has received more nominations than the number of vacancies then the Secretary shall conduct a postal ballot as provided in this clause. The postal ballot shall be conducted on the basis of first past the post and the ballot papers shall require Members to vote for candidates up to or equal to the number of positions to be filled. A ballot paper that contains marks against more than the number of positions shall be formal if the ballot paper shows the intention of the voter as to the voter s preference for candidates up to or equal to the number the number of positions to be filled. Questions about the intent of the voter shall be determined by the electoral officers whose decision shall be final; Ballot papers shall be prepared and dispatched to all Members at least forty nine (49) days before the next following Annual General Meeting. The Ballot papers shall be: (i) (ii) (iii) (iv) White for Ordinary Members; Blue for Health Professional Organisation Members; Yellow for Cancer Organisation Members; and Green for Research Organisation Members; (h) (i) (j) A ballot envelope, a reply paid envelope and voting instructions shall be provided for all Members. The reply paid envelope shall contain sufficient particulars to enable the Secretary to verify the Member casting the vote and the ballot envelope shall be removed after verification and held in a ballot box pending the ballot; To be counted in the ballot, ballot papers must be received by the Secretary not later than 5.00 pm thirty-five (35) days before the Annual General Meeting; The ballot shall take place in the following manner: (i) (ii) (iii) (iv) (v) (vi) the electoral officers shall be the Secretary, the Chair and one other Director; each candidate may appoint a scrutineer; the electoral officers shall produce a sheet on which the names of each candidate is recorded (Candidate Sheet); the ballot envelopes received by the Secretary and held in the ballot box shall be opened; the ballot papers shall be separated according to colour; to determine the way in which each class of Members cast their vote the following procedure applies: (A) (B) the ballots for each class of Members shall be counted separately; The electoral officers shall use a Candidate Sheet for each the class of Members and shall mark on each Candidate Sheet the class of Members to which it applies;
21 (C) (D) (E) (F) - 16 The electoral officers shall count the ballot papers in any order they think fit and shall record the number of marks against each candidate on the respective Candidate Sheet applicable for the ballot paper; On each Candidate Sheet, the candidates with the highest number of marks shall be the candidates selected by the relevant class of Members; The electoral officers shall record the marks for the candidate on clean ballot papers (Members Class Ballot Paper); and The electoral officers shall complete one (1) separate Members Class Ballot Paper recording the results for each of the classes of Health Professional Organisation Members, Cancer Organisation Members and Research Organisation Members and three (3) separate Members Class Ballot Papers for the class of Ordinary Members. (vii) (viii) (ix) The electoral officers shall then record the results of the Members Class Ballot Papers on a Candidate Sheet. The electoral officers shall record one mark for each candidate on Members Class Ballot Papers; The successful candidates shall be the ones with the highest number of votes from the counting of the Members Class Ballot Papers; In the case of equality of votes, if required, the candidate shall be determined by lot; (k) The successful candidates shall be advised of the result of the ballot not less than twenty-eight (28) days before the Annual General Meeting Replacement of Cancer Institute director No later than three (3) months before the term of a Director nominated by the Cancer Institute (NSW) expires, the Company shall notify the Institute and request a further nomination from the Institute prior to the next Annual General Meeting Replacement of Appointed Directors at expiration of their term On conclusion of the term of an appointed Director, the Directors shall as soon as is reasonably practicable appoint a replacement Director Appointment of directors to ensure minimum number The Directors or the surviving Director may at any time appoint a person to be a Director for the purpose of ensuring that there is at least the minimum number of Directors as required by law and/or to ensure that a quorum exists for meetings of Directors Term for directors appointed to ensure minimum number A Director appointed under clause 9.14 holds office only until any casual vacancies in the number of Directors are filled Casual vacancies On vacation of office of a Director for reasons other than the expiration of their term, the Company shall:
22 - 17 if the vacancy is a Director elected under clause 9.3, appoint a director to fill the vacancy for a term expiring at the Annual General Meeting following the next close of nominations under clause 9.11; if the vacancy is a Director appointed under clause 9.3, appoint a replacement; and if the vacancy is a Director nominated by the Cancer Institute (NSW) under clause 9.3, notify the Institute and request the Institute to nominate a replacement Removal from office The Company may, by ordinary resolution at a general meeting, remove a Director from office Vacation of office In addition to the circumstances in which the office of a Director becomes vacant by virtue of the Corporations Act or another provision of this document, the office of Director becomes vacant if any of the following occurs: (d) if the Director becomes an insolvent under administration; if the Director becomes of unsound mind or a person whose person or estate is liable to be dealt with in any way under the law relating to mental health; if the Director is absent without the consent of the Directors from the meetings of the Directors held during a continuous period of six months and the Board resolves that the office of that Director be vacated; or if the Director becomes prohibited from being a Director by reason of an order made under the Corporations Act. 10. Directors remuneration 10.1 Payment for expenses The Directors may be paid all travelling, accommodation, and other expenses properly incurred by them in attending and returning from meetings of the Directors or any committee of the Directors or general meetings or otherwise in the execution of their duties as Directors Directors fees Subject to clauses 10.3 and 10.4, the Directors are not entitled to any fees for their services as Directors Payment for services A Director who is called upon to perform extra services or to make a special exertion or to undertake executive or other work for the Company beyond or outside of the Director s ordinary duties or is engaged to provide any other service, may be paid a fee for those services, exertions or work.
23 Form of payment of additional sum The additional amount may be paid either by fixed sum or other fee determined by the Board and either in addition to or in substitution for the fees or expenses otherwise payable to the Director Register of payments to Directors The Company must maintain a register of payments made to Directors. The register must be available for inspection by the Members during business hours. 11. Powers of directors The Directors may exercise all those powers of the Company as are not, by the Corporations Act or by this document, required to be exercised by the Members in general meeting or otherwise. 12. Proceedings of directors 12.1 Convening of Directors meetings The Chairperson, or at least two Directors, may at any time require the Secretary to convene a meeting of the Board Notice of Directors meetings Notice of each meeting of the Directors must be given to each Director at least two business days before the meeting or at another time determined by resolution of the Board Directors may consent to short notice Despite the requirement for notice under clause 12.2 all Directors may waive in writing the required period of notice for a particular meeting Mode of meeting for Directors A Directors meeting may be called or held using any technology consented to by all the Directors. The consent may be a standing one. A Director may only withdraw their consent within a reasonable period before the meeting. The Directors may otherwise regulate their meetings as they think fit Quorum at Directors meetings At a meeting of Directors, the number of Directors whose presence is necessary to constitute a quorum is four or another higher number determined by the Directors Voting at Directors meetings Questions arising at a meeting of the Board must be decided by a majority of votes of Directors present and voting. A decision of the majority is for all purposes a decision of the Board Appointment of chairperson of Directors The Directors may elect a Director to chair their meetings and determine the period for which the person elected is to hold office.
24 Directors to elect chair if chairperson not present If a chairperson has not been elected, or if at any meeting the chairperson is not present within 15 minutes after the time appointed for holding the meeting or is unwilling to act, the Directors present may choose one of their number to chair the meeting Chairperson s vote at Directors meetings The chairperson has a second or casting vote at meetings of Directors Participation where Directors interested A Director may be present and may vote on a matter before the Board if and to the extent that they are permitted to do so under the Corporations Act Circumstances where issue may be referred to members If there are not enough Directors to form a quorum as a result of a Director having an interest which disqualifies them from voting then one or more of the Directors (including those who have the disqualifying interest in the matter) may call a meeting of the Members and that meeting may pass a resolution to deal with the matter Delegation of powers to committee Subject to clause 12.13, the Board may delegate any of their powers to committees consisting of Directors or other persons Powers that may not be delegated by directors The following powers and functions of the Board may not be delegated and must be exercised by the Board: (d) (e) receipt and consideration of reports of the Audit Committee and the auditor; establishment and membership of committees of the Board; appointment of the Chief Executive and selection panels for appointment of the Chief Executive; final approval of grants for research; acquisition, sale, mortgaging or otherwise disposing or dealing with real property Power of committee The exercise of a power by a committee in accordance with this document is to be treated as the exercise of that power by the Directors Committee bound to conform to board directions In the exercise of any powers delegated to it, a committee formed by the Board must conform to the directions of the Board Audit committee The Board must establish and maintain an Audit Committee.
25 12.17 Proceedings of committees - 20 Except as provided in a direction of the Board, the meetings and proceedings of a committee formed by the Board must be governed by the charter for the committee approved by the Board Validity of acts of Directors All acts done by a meeting of the Board or of a committee of Directors or by a person acting as a Director are valid even if it is later discovered that there is a defect in the appointment of a person to be a Director or a member of the committee or that they or any of them were disqualified or were not entitled to vote Minutes The Board must cause minutes of all proceedings of general meetings, meetings of the Board and meetings of committees formed by the Board to be entered, within one month after the relevant meeting is held, in books kept for the purpose Form of minutes The Directors must cause all minutes, except resolutions in writing treated as determinations of the Board, to be signed by the chairperson of the meeting at which the proceedings took place or by the chairperson of the next succeeding meeting Resolution in writing A resolution in writing signed by all Directors, excluding Directors who have been given leave of absence, is to be treated as a determination of the Board passed at a meeting of the Board duly convened and held Form of resolution in writing A resolution in writing may consist of several documents in like form, each signed by one or more Directors and if so signed it takes effect on the latest date on which a Director signs one of the documents Electronic documents The document or documents may be generated by electronic means (including by facsimile and ) and a document bearing a facsimile of a signature or the registered address of the Director is to be treated as signed by the Director. 13. Secretary 13.1 Appointment of secretary The Directors may appoint one or more Secretaries and may at any time terminate the appointment or appointments. The Chief Executive (however this position is titled) of the Company may not be appointed as a Secretary of the Company Terms of appointment of secretary The Directors may determine the terms and conditions of appointment of a Secretary, including remuneration. Any one of the Secretaries may carry out any act or deed required by this document, the Corporations Act or by any other statute to be carried out by the secretary of the Company.
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