CONSTITUTION AUSTRALIAN PACKAGING AND PROCESSING MACHINERY ASSOCIATION LIMITED ACN

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1 CONSTITUTION OF AUSTRALIAN PACKAGING AND PROCESSING MACHINERY ASSOCIATION LIMITED ACN A Company Limited by Guarantee under the Corporations Act 2001 (Cth)

2 CONSTITUTION OF AUSTRALIAN PACKAGING AND PROCESSING MACHINERY ASSOCIATION LIMITED 1. DEFINITIONS AND INTERPRETATION 1 2. COMPANY NAME AND OBJECTS 2 3. APPLICATION OF INCOME AND PROPERTY 3 4. LIMITED LIABILITY 3 5. MEMBERSHIP 4 6. MEMBERSHIP OBLIGATIONS 6 7. CESSATION AND TERMINATION OF MEMBERSHIP 7 8. GENERAL MEETINGS 9 9. PROCEEDINGS AT GENERAL MEETINGS ENTITLEMENTS TO ATTEND AND VOTE DIRECT VOTING ELECTION OF DIRECTORS DIRECTORS DIRECTORS REMUNERATION MATERIAL PERSONAL INTEREST POWERS OF THE BOARD DELEGATION OF POWERS PROCEEDINGS OF THE BOARD COMPANY ADMINISTRATION CHIEF EXECUTIVE OFFICER SECRETARY ACCOUNTS AND AUDIT NOTICES INDEMNITY TRANSITIONAL PROVISIONS GENERAL AUTHORISATION WINDING UP 24

3 1. DEFINITIONS AND INTERPRETATION 1.1 The following definitions apply in this Constitution unless the context requires otherwise: Act or Corporations Act means the Corporations Act 2001 (Cth). Adoption Date means the date on which this Constitution was adopted by the Members. Appointed Director means a person appointed by the Board as a Director in accordance with rule Auditor means the auditor of the Company appointed by the Members from time to time. Ballot means a vote of Members conducted in accordance with rule 12. Board means all or some of the Directors for the time being acting as a board. Chairman means the person appointed under rule 13.2 to that role. Chief Executive Officer means a chief executive officer appointed by the Board under rule Code of Conduct means the code of conduct determined by the Board applying to all Members of APPMA, as amended from time to time. Company means (APPMA). Constitution means this Constitution. Deputy Chairman means the person appointed under rule 13.2 to that role. Director means a Director of the Company. General Meeting means a general meeting of the Members held in accordance with rule 9. Guarantee means the maximum amount each Member agrees to pay the Company in accordance with rule 4.2. Member or Membership means a Member admitted to Membership of APPMA. Membership Fee means the fee payable by a Member under rule 6.1. Nominating Member means a Full Member whose Nominee has been elected as a Director. Nominee means a person nominated by a Full Member for election as a Director. Objects means the Objects of the Company set out in rule 2.3. Officer means an officer of the Company within the meaning of section 9 of the Act. Register or Register of Members means the register of Members kept by the Company under the Act. Representative means a person nominated by a Member under rule Secretary means a person appointed as the secretary of the Company. 1

4 1.2 Interpretation Headings are for convenience only and do not affect interpretation. The following rules of interpretation apply unless any contrary intention appears in this Constitution or the context requires otherwise. (iii) (iv) (v) (vi) The singular includes the plural, and vice versa, and a gender includes other genders. If a word or phrase is defined, its other grammatical forms have a corresponding meaning. A reference to a person includes a corporation, trust, partnership, unincorporated body or other entity, whether or not it comprises a separate legal entity. A reference to a rule is a reference to a rule in this Constitution. A reference to legislation or to a provision of legislation includes a modification or re-enactment of it, a legislative provision substituted for it and a regulation or statutory instrument issued under it. A word or phrase given a meaning in the Corporations Act has the same meaning in this Constitution. 1.3 Replaceable Rules The replaceable rules in the Corporations Act do not apply to the company. 2. COMPANY NAME AND OBJECTS 2.1 Company Name The name of the Company is. 2.2 Type of company The Company is a public company limited by guarantee. The liability of Members is limited as provided by this Constitution. 2.3 Objects of the Company The Objects for which the Company has been established are to promote, integrate and foster participation and development at all levels of the packaging and processing machinery industry in Australia (the Industry), including but not limited to the following: (e) (f) advancing the science and technology of packaging and processing including encouraging and promoting the study of and research into packaging and processing technology; establishing, promoting and maintaining high standards of ethical conduct for the Industry; organising, conducting and participation in exhibitions and events; promoting and encouraging the use of standards related to packaging and processing; advocacy on behalf of Members and the Industry with government bodies; promoting the Industry to existing and potential clients and markets; 2

5 (g) (h) facilitation and support of industry training, industry reporting and education services; and liaising with similar organisations in Australia and overseas for the benefit of Members and the Industry. 2.4 Powers of the Company Solely for the purpose of furthering the Objects, the Company has the legal capacity and powers set out in section 124 of the Act. 2.5 Headings In these rules headings are for convenience of reference only and do not affect interpretation. 3. APPLICATION OF INCOME AND PROPERTY 3.1 The income and property of the Company, from wherever it is derived, must be applied solely toward the promotion of the Objects. 3.2 Subject to rule 3.3, no part of the income or property of the Company may be paid directly or indirectly, by way of dividend, bonus, or otherwise to the Members. 3.3 Nothing in rule 3.1 shall prevent any of the following, provided they are done in good faith: the payment of remuneration to an employee of the Company or a Member or other person in return for: services rendered (including personal services); or any goods supplied to the Company, in the ordinary and usual course of business; the payment to a Director of out-of-pocket expenses incurred in carrying out the duties of a Director where the payments do not exceed an amount previously approved by the Board; the payment to a Director for a service rendered to the Company in a professional or technical capacity where: the provision of that service has been approved by the Board; and the amount payable is approved by a resolution of the Board and is on reasonable commercial terms. (e) the payment to Members of interest on any money borrowed from those Members for the Objects of the Company; and the benefit of any grant made in furtherance of any of the Objects. 4. LIMITED LIABILITY 4.1. The liability of the Members is limited. 4.2 Each Member undertakes to contribute to the assets of the Company in the event of it being wound up while they are a Member, or within one year after they cease to be a Member, for payment of the debts and liabilities of the Company and of the costs, charges and expenses of winding up, such amount as may be required, not exceeding two dollars ($2). 3

6 5. MEMBERSHIP 5.1 Classes of Membership The Company shall have two (2) Classes of Membership: Full Members; and Associate Members. 5.2 Rights of Members Unless the Members by Special Resolution decide otherwise, Membership of the Company attracts the following rights: Full Members the right to: (iii) receive notice of, attend and vote at any General Meeting of the Company; nominate a candidate for election as a Director; and vote in any election of Directors. Associate Members the right to receive notice of and attend any General Meeting (but not vote). 5.3 Criteria for Membership A company, business entity or individual trading in Australia that is a: manufacturer; or supplier, of packaging machinery, processing machinery or allied equipment may apply to become a Full Member. A company, business entity or individual that does not satisfy the criteria to be admitted as a Full Member may apply to be admitted as an Associate Member. The Board may from time to time determine additional requirements for admission as a Member, and as a Member in a particular class of Membership. 5.4 Application for Membership of the Company Every applicant for Membership must: provide the Board with a properly completed application in a form approved by the Board; promise to pay the Membership Fee in accordance with the time specified in a notice issued to the applicant pursuant to rule 5.7 agree in writing to be bound by this Constitution, the Code of Conduct and any regulations set by the Board from time to time; comply with the criteria set out in rule 5.3 and any other relevant requirements set by the Board from time to time: and (e) be approved for Membership by the Board under rule

7 5.5 Consideration by the Board Where the Board receives an application for Membership it will consider the application at its next meeting or implement any other procedure for the prompt consideration of the application. Amongst other things, the Board shall consider whether the applicant is: of good financial standing; and sufficiently committed to and supportive of the Company s Objects. 5.6 Board may require further Information The Board may, in its absolute discretion and without giving any reason, require an applicant for Membership to provide such further information as the Board determines. If the Board asks for more information under this rule 5.6, its determination of the application for Membership is deferred until the information is provided by the applicant. 5.7 Decision on application The Board will decide whether to accept or reject an application for Membership and on what conditions. The decision of the Board will be final and binding and the Board shall not be required to provide any reasons for its decision. If the Board accepts an application for Membership, it must, as soon as practicable notify the applicant as to: (iii) the Class of Membership to which the applicant has been admitted; the amount of any Membership Fee payable by that Member to the Company; and a date (at least 10 business days after the date of the notice) by which, and how payment must be made. 5.8 Member rights non-transferable None of the rights and privileges of a Member in relation to the Company shall be chargeable, transferable or transmissible by its own act or by operation of law or otherwise. Notwithstanding rule 5.8, a corporate Member that undergoes a corporate restructure, merger or acquisition, may be permitted by the Board to transfer its membership to another corporate entity, provided it seeks permission from the Board. 5.9 Entry on Register If the Company receives payment of the Membership Fee, within the time specified under rule 5.7(iii), the Company must enter the applicant s name (and other details required by the Act) in the Register Failure to pay the Membership Fee An application for Membership lapses if the Membership Fee is not paid in full on or before the date specified for its payment in accordance with rule 5.7(iii). 5

8 5.11 Register of Members The Company must keep a Register in accordance with the provisions of the Act Member to notify changes A Member must promptly notify the Board of any change to its details as recorded in the Register Representatives of Members Each Member shall nominate to the Secretary at the time of application for Membership the name of one individual who shall represent that Member at all meetings and in the case of a Full Member, may vote on behalf of that Full Member (Representative). A Member may by notice to the Secretary change its Representative. A Member may only appoint one Representative. The Secretary will keep a register of Representatives. 6. MEMBERSHIP OBLIGATIONS 6.1 Membership Fee The Board may, from time to time, fix the amount of and time for payment of the Membership Fee payable by each Member. The Board shall notify each Member of the amount of the Membership Fee for that Member and the date on which it is payable to the Company. The Membership Fee payable upon admission to Membership is determined by adjusting the Membership Fee on a pro rata basis according to the number of months between the date of admission to Membership and the due date for the Membership Fee. For this purpose, a part of a month shall be treated as a whole month. 6.2 Payment of Membership Fee A Member in receipt of a notice issued pursuant to rule 6.1 must pay the Membership Fee by the time specified in that notice. 6.3 Failure or Refusal to Pay If any Membership Fee of a Member remains unpaid for a period of 28 days after it becomes due, the Secretary may give notice to the Member of that fact. If any Membership Fee remains unpaid more than 14 days after the date of a notice given under rule 6.3, the Board may cancel the membership of the Member and remove the Member s name from the register of Members. From the date of a notice given under rule 6.3, the Member will not be able to exercise any of its Membership rights. 6.4 Notice of Cancellation of Membership Where the Board cancels the Membership of a Member under rule 6.3, the Company must promptly notify that Member or, as the case may be, former Member, and note the cancellation (together with its date) in the Register. 6

9 6.5 Restoration of Membership On payment of the Membership Fee the Board may restore the Membership of a person whose Membership was cancelled under rule 6.3. The Board may impose any terms and conditions it determines on the restoration of Membership. 6.6 Board may waive The Board may elect not to enforce payment, in whole or in part, of the Membership Fee or make such other arrangements as to payment as it thinks fit. 6.8 Variation or cancellation of class rights The rights attached to any class of Membership may be varied or cancelled by a special resolution of the Company; and by special resolution passed at a meeting of the class of Members whose rights are being varied or cancelled; or the written consent of Members who are entitled to at least 75% of the votes that may be cast in respect of membership of that class. The provisions of this Constitution relating to general meetings apply, with necessary changes, to separate class meetings as if they were general meetings. 7. CESSATION AND TERMINATION OF MEMBERSHIP 7.1 Cessation of Membership A Member s membership of the Company will automatically cease and their name will be removed from the register of Members: In the case of a Member that is a body corporate, on the date that: the Member resigns in accordance with rule 7.2; a liquidator is appointed in connection with the winding up of the Member; (iii) an order is made by a court for the winding up or deregistration of the Member; or (iv) an external administrator (including a voluntary administrator), controller or receiver is appointed to the Member or any or all of its property; or in the case of a Member who is a natural person, on the date that the Member: 7.2 Resignation dies; resigns in accordance with rule 7.2; (iii) is convicted of an indictable offence; (iv) becomes of unsound mind or a person whose person or estate is liable to be dealt with in any way under a law relating to mental health; or (v) cannot be found by the Board upon reasonable enquiry. A Member wishing to resign from Membership may do so by giving notice in writing to the Secretary. Providing this will not reduce the number of Members to two or less, the resignation shall take effect from the date it is received by the Secretary. 7.3 Termination of Membership and other sanctions Subject to rule 7.5, where the Board determines that a Member has: wilfully or recklessly breached a provision of the Constitution; 7

10 (e) (f) (g) (h) been convicted of a criminal offence under State or Federal law; engaged in conduct which, in the opinion of the Board, is prejudicial to the interests of the Company; ceased in the opinion of all the directors (except a Director that was nominated by the Member for election) to be of such good financial standing and/or repute as to qualify for participation; ceases in the opinion of all the Directors (except a Director that was nominated by the Member for election) to be committed to and supportive of the Company; becomes or threatens to becomes an externally administered body corporate, bankrupt or insolvent; being an individual, dies, becomes of unsound mind, is adjudged to be a bankrupt or agrees to any assignment for the benefit of or arrangement with his or her creditors or the greater part in number or value of them; or there is a change of control in respect of the Member whereby the Member shall cease to be controlled by the persons controlling that Member at the date on which it satisfied the criteria for Membership, then in addition to all other remedies of the Company, the Board may, by resolution, censure, fine, suspend or expel that Member. 7.4 Notice to Member The Board may pass a resolution under rule 7.3 only where it has given to the relevant Member (at least one calendar month before the resolution referred to in rule 7.3 is put forward at a Board meeting), a notice which: states that the Board is considering invoking rule 7.3; states the grounds that the Board proposes to consider; states the nature of the resolution which the Board proposes to consider; and specifies the date, time and place of the Board meeting at which the Board proposes to consider passing a resolution under rule 7.3 (which must be at least 5 Business Days after the notice is given). 7.5 Rights of Member A Member to whom a notice is given under rule 7.4 may make submissions to the Board (either orally or in writing) as to why the Board should not act under rule Proof of determination A determination by the Board under rule 7.3 is final and binding upon the relevant Member. 7.7 Notice of sanction Where a determination is made under rule 7.3, the Board must promptly notify the relevant person of that fact and of the sanction imposed. Where that sanction is expulsion from Membership, the person ceases to be a Member, and the Company must promptly enter the expulsion (together with its date) in the Register. 8

11 7.8 Effect of suspension of Membership Where a person is suspended from Membership under rule 7.3, during this period that person remains liable for all the obligations of a Member (including, without limitation, those in respect of any Membership Fee), but is not entitled to any rights or privileges of a Member and (without limitation) has no right: to be present at, be counted among the quorum for or to vote, whether in person or by a duly appointed Representative, at a general meeting of the company; to any information concerning the management or affairs of the Company; or to participate in the business or the management of the Company including, in the case of a Full Member, to nominate a person for election as a Director. 7.9 Money owing on cessation Any money owed by a Member to the Company at the time the Member ceases to be a Member: remains owing to the Company; and becomes payable immediately upon the Member ceasing to be a Member, and the Member shall not be entitled to be repaid the whole or any part of any money paid by that Member to the Company, unless the Board determines otherwise. 8. GENERAL MEETINGS 8.1 Calling general meetings The Board may convene a general meeting whenever they think fit. In accordance with the Corporations Act, Full Members with at least 5% of the votes that may be cast at a General Meeting may call a General Meeting. The Board must call annual general meetings in accordance with the Act. 8.2 Period of Notice Subject to the provisions of the Act relating to short notice and special resolutions, at least 21 days notice of a general meeting must be given in writing to those persons entitled to receive notice. 8.4 A general meeting may be called on shorter notice if: in the case of an annual general meeting, all Full Members entitled to attend and vote at that meeting agree beforehand; or in the case of any other general meeting, Full Members with at least 95% of the votes that may be cast at the meeting agree beforehand; but a shorter notice period is not permitted in the case of a meeting of Members where the meeting is convened to consider a resolution to remove a Director, appoint a replacement Director, or remove an Auditor. 8.5 Persons entitled to notice Written notice of a general meeting must be given to: each Member entitled to attend or vote at the meeting; 9

12 each Director; and the Auditor. Except as provided in the Act, no other person is entitled to receive notice of general meetings. 8.8 Contents of notice A notice of a general meeting must: (e) (f) (g) set out the place, date and time of the meeting; if the meeting is to be held in 2 or more places, state the technology that will be used to facilitate this, and any details required to enable a Member to attend that meeting; the general nature of the business of the meeting; if a special resolution is to be proposed at the meeting, set out an intention to propose the special resolution and state the resolution; include such statements about the appointments of proxies as required by the Corporations Act; specify a place and electronic address for the purposes of proxy appointments; and comply with any other requirements of the Act. 8.9 Annual general meetings The business of an annual general meeting may include any of the following matters, even if not referred to in the notice of meeting: (iii) consideration of the annual financial report, directors report and auditor s report; appointment of the Auditor; and fixing the Auditor s remuneration. The business of an annual general meeting may also include: any business which under this Constitution or the Act is required to be transacted at an annual general meeting; and any other business which may be lawfully transacted at a general meeting. The Chair of an annual general meeting must allow a reasonable opportunity for the Members as a whole at the meeting to: ask questions about or make comments on the management of the Company; and ask the Auditor or its representative questions relevant to the conduct of the audit and preparation and content of the auditor s report for the Company Technology The Company may hold a general meeting at two or more venues using any technology that gives the Members as a whole a reasonable opportunity to participate Omission to give notice The accidental omission to give notice of a general meeting to or the non-receipt of notice of the general meeting by a person entitled to receive notice, shall not invalidate the meeting or any resolution passed at that meeting. 10

13 Failure to give notice to any Member or non-receipt of notice by any Member of cancellation does not affect the validity of the cancellation of a proposed general meeting. Failure to give notice to any Member or the non-receipt of notice by any Member does not affect the validity of the postponement or variation of venue of a proposed general meeting Cancellation or postponement of general meeting The Board may cancel or postpone any meeting convened by them by notice in writing to all persons who are entitled to receive notice of that meeting, except where the cancellation or postponement would be contrary to the Corporations Act. Any failure to give notice of cancellation or postponement does not invalidate the cancellation or postponement or any resolution passed at a postponed meeting Adjournment of meetings The Chair of a general meeting at which a quorum is present: In his or her discretion may adjourn the general meeting; and Must adjourn the general meeting if so directed by the meeting by Ordinary Resolution, 8.14 Adjourned meeting An adjourned general meeting may only deal with the business that was left unfinished from the adjourned general meeting. Notice of an adjourned general meeting must only be given if a general meeting has been adjourned for 30 days or more. 9. PROCEEDINGS AT GENERAL MEETINGS 9.1 Representation of Members A Member may attend a general meeting at which it is entitled to be present in any of the following ways: in person; or by a duly appointed Representative. 9.2 Quorum The quorum for a meeting is either 20% of the number of Full Members, or 40 Full Members present in person or by Representative or proxy, whichever is the lesser. 9.3 Failure of quorum If a quorum is not present within 30 minutes from the time appointed for a general meeting: where the meeting was convened upon the requisition of Full Members, the meeting is dissolved; or in any other case: the meeting stands adjourned to the day, time and place, that the Directors may determine and notify to the Members or, if no determination is made, the same day in the next week at the same time and place; and at the adjourned meeting, if a quorum is not present within 30 minutes from the time notified for the meeting, the meeting is dissolved. 11

14 9.4 Chair of general meetings The Chairman is entitled to preside as Chair of any general meeting. Where a general meeting is held and the Chairman is unable to be present or is not present within 15 minutes after the time appointed for the meeting, or if the Chairman is unable or unwilling to act as Chair of the meeting, the following applies (in order of entitlement): (iii) the Deputy Chairman will chair the meeting; the Directors present may choose one of their number to chair the meeting; or in the absence of all Directors or if none of the Directors present wish to act, the Members present may elect one of their number to be Chair of the meeting. 9.5 Method of voting A resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is demanded or required under this Constitution or the Act. On a show of hands, a declaration by the Chair is conclusive evidence of the result. A poll may be demanded on any resolution by the Chair or at least three Members present in person or by proxy. A demand for a poll may be withdrawn. The Chair of the meeting does not have a casting vote. 9.6 Conduct of poll If a poll is properly demanded for a resolution: and the resolution is for the adjournment of the general meeting, the poll must be taken immediately at the place and in the manner that the Chair of the meeting determines and declares; in all other cases, the poll must be taken at the time and place and in the manner that the Chair of the meeting determines and declares; the result of the poll, as disclosed by the Chair of the meeting at which the result is declared, is a resolution of the meeting at which the poll is demanded; and an entry in the book containing the minutes of the meeting at which the result is declared recording that declaration is conclusive evidence of the fact that the declaration was made as so recorded. 9.7 Resolutions determined by majority Whether on a show of hands, on a poll or on a ballot, an ordinary resolution is passed if the number of votes cast in favour of that resolution is greater than one half of the total number of votes cast. 9.8 Written resolutions of Full Members Subject to rule 9.8, the Directors may put a resolution to the Full Members to pass a resolution without a general meeting being held (a written resolution). A resolution approved by the Full Members by written resolution will have the same force and effect as a resolution approved by Full Members at a general meeting of the Company. The Directors must notify the auditor (if any) as soon as possible that a written resolution has been or will be put to Full Members, and set out the wording of that resolution. A written resolution of Full Members cannot be used: for a resolution to remove an auditor, appoint a Director or remove a Director; 12

15 (iii) for passing a special resolution; or where the Act or this Constitution requires a meeting to be held. (e) A written resolution is passed if all the Full Members entitled to vote on the resolution sign or agree to the written resolution in the manner set out in rules 9.8(e) and (f) and takes effect on the last date of agreement to the written resolution by a Full Member. Full Members may sign: a single document setting out the written resolution and containing a statement that they agree to that resolution; or separate copies of that document, as long as the wording is the same in each copy. (f) The Company may send a written resolution by to Full Members, and Full Members may agree by sending an to that effect, including the text of that resolution in their reply. 9.9 Several documents suffice For the purposes of rule 9.8, two or more documents in identical terms, each signed by one or more Full Members are to be treated as one document provided that: each document is delivered to the Company s offices or a legible copy of it is received there by electronic transmission; where more than one Full Member signs a document the date of execution of the document by each Full Member is set out; and the date of the resolution is the last date of execution of any of those documents by a Full Member. 10. ENTITLEMENT TO ATTEND AND VOTE 10.1 Entitlement to Vote No Full Member may vote at any general meeting unless the Membership Fee has been paid. Subject to these rules, each Full Member entitled to vote has one vote, either on a show of hands or a poll Appointment of a proxy A Full Member may appoint a proxy (who, in the case of a Full Member that is a corporate entity or organisation, must be a director, secretary, officer or employee of that Full Member) to attend, speak and vote (as the case may be) at a general meeting in his or her place by executing an instrument of proxy in any form that the Board may prescribe or accept Proxy must vote as directed Where a Full Member s instrument of proxy directs the appointee to vote in a specified way in respect of a particular item of business, the appointee must vote on that item of business in accordance with that direction Corporate representatives Where a body corporate authorises a person to act as its representative pursuant to the Act, that appointment is only effective where the Company receives evidence satisfactory to the Board in accordance with rule

16 10.5 Deposit of instruments Any appointment of a representative is effective in respect of a particular general meeting if, and only if, the following instruments are actually received (which includes receipt of a copy of those instruments by legible electronic transmission) by the Company at its registered office (or another place notified by the Board) at least 48 hours (or any shorter time that the Board determines) before the time notified for that meeting: in the case of a proxy, the instrument of proxy and, if it is executed pursuant to a power of attorney, the relevant power of attorney or an office copy or certified copy of the power of attorney; in the case of a person appointed pursuant to a power of attorney, the power of attorney or an office copy or certified copy of the power of attorney; and in the case of a representative of a corporate entity, evidence satisfactory to the Board Multiple Appointments Where the Company has received an instrument of proxy from a Full Member the appointment made by that instrument is and remains valid until the Company receives: a power of attorney entitling the nominated person to attend and vote at the meeting; written notification of either the revocation of the appointment of the proxy or of the death of the Full Member; or another instrument of proxy from the Full Member bearing a later date Objections to Right to Vote An objection may be raised with the Chair of a general meeting as to the qualification of a purported voter or the admission or rejection of a vote by any person present and entitled (or claiming to be entitled) to vote. That objection may be made only at the general meeting or adjourned meeting at which the purported voter wishes to vote or the vote objected to is given or tendered. In relation to that objection: the decision of the Chair is final and conclusive; and a vote that is not disallowed is valid and effective for all purposes. 11. DIRECT VOTING The Board may determine that at any general meeting, a Full Member who is entitled to attend and vote on a resolution at that meeting is entitled to a direct vote in respect of that resolution. A direct vote includes a vote delivered to the Company by post or any electronic means approved by the Board. The Board may prescribe regulations in relation to Direct Voting, including specifying the form, method and timing of giving a Direct Vote at a meeting in order for the vote to be valid. 12. ELECTION OF DIRECTORS No later than 9 weeks before the proposed date for an Annual General Meeting at which a Director is due to retire, the Secretary must send a notice to Full Members calling for nominations of candidates for election as a Director. Nominations of candidates for election as a Director must be received by the Secretary no later than 6 weeks prior to the proposed date of the Annual General Meeting. 14

17 (e) (f) (g) (h) A nomination of a candidate for election as a Director is valid if it is signed by the Full Member and the Nominee, and includes a consent to act for the purposes of section 201D of the Act signed by the Nominee. A Full Member may only nominate one candidate for election as a Director. A Nominee must be a Representative, owner, director or employee of the relevant Full Member. A person may only be nominated as a candidate for one of the vacancies on the Board. An election of Directors shall be conducted by postal or electronic ballot in accordance with regulations set by the Board from time to time. Votes must be received by the Secretary no later than 1 week prior to the proposed date of the Annual General Meeting. If the number of nominations for election as a Director is: (iii) equal to the number of Board vacancies, the Secretary shall declare the Nominees elected as Directors; less than the number of Board vacancies, the Secretary shall declare the Nominees elected as Directors and the Board may appoint a Director or Directors to fill any vacancies in accordance with rule 13.6; more than the number of Board vacancies, the Secretary shall conduct a ballot and shall declare the persons elected by that ballot to be elected as Directors. (j) If two or more Nominees receive an equal number of votes in a ballot for election as Director, the person to be elected as a Director will be determined by lot. An election of a Director takes effect at the conclusion of the relevant annual general meeting. 13. DIRECTORS 13.1 Composition of Board Subject to the Corporations Act, the Company may by resolution passed at a general meeting increase the minimum number of Directors or increase or reduce the maximum number of Directors. Until the Company resolves otherwise in accordance with rule 13.1, the Company shall have a minimum of three Directors and a maximum of ten Directors. Subject to clause 13.1 and any resolution of Members determining the minimum and maximum number of Directors, the Board may from time to time determine the respective numbers of Directors Office Bearers At the first Board meeting following an annual general meeting where an office bearer s position becomes vacant, the Board shall elect the following office bearers who hold office until the conclusion of the second annual general meeting following their election. (iii) Chairman; Deputy Chairman; and Treasurer. A Director is eligible for election as an office bearer where they have held office as a Director for two years. 15

18 The Board may elect a Director to fill a vacancy in an office bearer s position at any other Board meeting, and that person holds office until the conclusion of the second annual general meeting following their election Term and retirement of Directors Subject to rule 13.4, Directors are elected for a term of three years. At each annual general meeting, any Director who has held office for three years since last being elected must retire from office but is eligible for re-election. A retiring director holds office until the conclusion of the meeting at which that Director retires Rotation of Directors The following applies in respect of rotation of Directors: At each annual general meeting at least three Directors must retire from office but are eligible for re-election. The Directors who must retire from office in accordance with this clause 13.4 are as follows: each Director who, if they do not retire from office at that annual general meeting, would hold office past the third annual general meeting following the Director s last election or re-election; and those Directors who have been longest in office since their last election. As between persons who were last elected as Directors on the same day, then in default of agreement, those to retire will be determined by lot. The Board may determine that more than three Directors must retire from office and stand for re-election at an annual general meeting, where the Board considers it is necessary to maintain orderly rotation of Directors Qualification to be a Director In addition to the circumstances which disqualify a person from managing a corporation under the Corporations Act, no person who has been an insolvent under administration within the previous five years is eligible to become a Director. The election or appointment of a Director will have no effect unless the person provides the Secretary with a written consent to act for the purposes of section 201D of the Act Power to appoint Directors The Board may appoint a person who is eligible under this Constitution to be a Director to fill: a casual vacancy; or a vacancy on the Board caused by a failure to elect a person as a Director for any reason (Appointed Director). The Board may consult the Full Member who nominated a vacating Director for election in determining the person to appoint to a casual vacancy. The Board must determine that a person appointed to fill a casual vacancy: holds office for the remainder of the term for which the vacating Director would have held office if a casual vacancy had not arisen in the office of that Director, and shall be eligible for election and re-election; or 16

19 automatically retires at the next general meeting of the Company, and is eligible for nomination for election at the next annual general meeting. If the Director is not elected, their retirement takes effect at the conclusion of that general meeting. An Appointed Director holds office until the conclusion of the next annual general meeting, but is eligible for election Alternate Directors Alternate Directors are not permitted Eligibility At all times that he or she is holding office as a Director: a Director elected in accordance with rule 12 must be a Representative, employee or director of the Full Member that nominated the Director for election; and an Appointed Director must be a Representative, employee or director of a Full Member Vacation of Office The office of a Director ends immediately upon any of the following: (e) (f) the Director dies; the Director becomes ineligible to be a Director under the Act; the Director is removed as a Director by a resolution of the Full Members; the Director is absent for three consecutive Board meetings without approval of the Board; the Director resigns either by reason of these rules or by notice in writing to the Company; or the person ceases to be eligible to be a Director (for example, the person is no longer employed by the Full Member who nominated them, the Full Member who nominated the Director for election is no longer a Full Member, the Director is no longer a Representative, employee or director of a Full Member) Removal of Director by Company The Full Members may by ordinary resolution remove a Director before the expiration of the Director s period of office Less than Minimum Number of Directors Where the office of a Director becomes vacant, the continuing Directors may continue to act except where the number of Directors falls below the minimum number set by rule 13.1, in which case the continuing Directors may act only: to appoint Directors up to that minimum number; to convene a general meeting; or in an emergency. 17

20 14. DIRECTORS REMUNERATION No payment shall be made to any Director other than the payment: of out of pocket expenses incurred by the Director in the performance of any duty as a Director where the amount payable does not exceed an amount previously approved by the Board; and for any service rendered to the Company by the Director in a professional or technical capacity, other than in the capacity as Director, where the provision of the service has the prior approval of the Board and where the amount payable is approved by the Board, and is not more than an amount which commercially would be reasonable for the service. 15. MATERIAL PERSONAL INTEREST 15.1 Director s Duty to Disclose Unless an exception under section 191 of the Act applies, if a Director has a material personal interest in a matter relating to the affairs of the Company, the Director must give the other Directors notice of that interest. The notice required by rule 15.1 must be given at a Board meeting as soon as practicable after the Director becomes aware of their interest in the matter and must include: the nature and extent of the interest; and the relation of the interest to the affairs of the Company Standing Notice of Interest A Director with a material personal interest in a matter relating to the affairs of the Company may give standing notice of that ongoing interest in accordance with the Act Participation and voting where Director has interest A Director who has a material personal interest in a matter that is being considered at a Board meeting shall not: be present while the matter is being considered at the meeting; or vote on the matter. 16. POWERS OF THE BOARD 16.1 The business of the Company is to be managed by or under the direction of the Board who may exercise all powers of the Company that this Constitution and the Corporations Act do not require to be exercised by the Company in general meeting Without limiting the generality of rule 16.1, the Board may exercise all of the powers of the Company to: borrow money; charge any property or business of the Company; issue debentures or give any security for a debt, liability or obligation of the Company or of any other person; and guarantee or become liable for the payment of money or the performance of any obligation by or of any other person. 18

21 16.3 The Board must determine generally how cheques, promissory notes, bankers drafts, bills of exchange or other negotiable instruments must be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, by or on behalf of the Company and may revise or change that determination from time to time The Board may make and from time to time revoke or amend regulations not inconsistent with this Constitution to govern procedures and activities of the Company and its organisation. Those regulations, as they are in effect from time to time, bind the Directors and the Members A regulation made or resolution passed by the Company does not invalidate any prior act of the Directors which would have been valid if that regulation or resolution had not been made or passed. 17. DELEGATION OF POWERS 17.1 Delegation to Committees and others The Directors may delegate any of their powers to: a Committee; a Director; an employee of the Company; or any other person, and may revoke that delegation The delegate must exercise the powers delegated in accordance with any directions of the Directors The exercise of the power by the delegate is as effective as if the Directors had exercised it. 18. PROCEEDINGS OF THE BOARD 18.1 Board Meetings (e) The Board may meet together for the despatch of business and adjourn and otherwise regulate their meetings as they see fit. A Director may at any time, and the Secretary upon the request of a Director, must convene a Board meeting. Reasonable notice must be given to every Director of the place, date and time of every Board meeting. Notice of a Board meeting must be given by such means as have been agreed by all the Directors. Non-receipt of any notice of a Board meeting by a Director does not affect the validity of the convening of the meeting. Unless the Board determines otherwise, the quorum for a Board meeting is a majority (more than 50%) of Directors, and the quorum must be present for the whole Board meeting. For the purposes of the Corporations Act, each Director, by consenting to be a Director consents to the use of each of the following technologies for holding a Board meeting: (iii) video; telephone; any other technology that permits each Director to communicate with every other Director; or 19

22 (iv) any combination of those technologies. A Director may withdraw the consent given under this rule 18.1(e) in accordance with the Corporations Act, any notice of withdrawal to be provided within a reasonable time before the Board meeting Chair of Board meetings The Chairman is entitled to act as Chair at all meetings of the Board. If the Chair is not present or is unable or unwilling to act within 15 minutes after the time appointed for a meeting or has notified an intention not to be present and able and willing to act, the following may act as Chair (in order of entitlement): the Deputy Chairman; or a Director chosen by the majority of Directors present at the meeting, 18.3 Exercise of powers by Board Subject to rule 17, a power of the Board is exercisable only: by resolution at a meeting of the Board at which a quorum of Directors is present; or by a resolution of the Directors under rule Written resolution of Directors If all the Directors entitled to receive notice of a meeting of the Board and to vote on a resolution sign a document to the effect that they support the resolution (the terms of which are set out in the document), a resolution in those terms is for all purposes to be treated as having been passed at a duly convened meeting of the Board held on the date and at the time when the last Director signed the document. For the purposes of rule 18.4: two or more separate documents in identical terms, each of which is signed by one or more Directors, is to be treated as one document; and any form of electronic transmission including an , containing the text of the document expressed to have been signed by a Director and sent to the Company is a document signed by that Director at the time of its receipt by the Company Validity of acts of directors Each resolution passed or act or thing performed or done by, or with the participation of, a person acting as a Director or member of a Committee in respect of whom it is later discovered there was some defect has no bearing, and any actions performed by that person are considered valid and effective. 19. COMPANY ADMINISTRATION 19.1 Minutes The Company must keep minute books in which it records: proceedings and resolutions of General meetings; proceedings and resolutions of Board meetings; proceedings of Committee meetings; resolutions passed by Members without a meeting; and 20

23 (e) resolutions passed by the Board without a meeting. The Company must ensure that the minutes of a meeting are signed by the Chair of the meeting at which the proceedings were held or by the Chair of the next succeeding meeting, within a reasonable time after the meeting Inspection of Records The Board may determine whether and to what extent, at what times and places and under what conditions, the accounting records and other documents of the Company, will be open to the inspection of Members other than Directors. A Member other than a Director does not have the right to inspect any document of the Company except as provided by law or authorised by the Board Execution of Documents The Company may execute a document if the document is signed by either of the following: two Directors; or a Director and the Secretary Common Seal The Company may have a common seal. If the Company has a seal: It may only be used with the authority of the Board; and Every document to which the seal is affixed must be signed by a Director and countersigned by another Director, the Secretary, or a person appointed by the Board to countersign that document or class of documents in which that document is included. 20. CHIEF EXECUTIVE OFFICER 20.1 The Board may appoint a person as a Chief Executive Officer, on such terms, remuneration and conditions determined by the Board The Board may suspend or remove a Chief Executive Officer from that office. 21. SECRETARY The Company must have at least one Secretary who is to be appointed by the Board. A Secretary holds office on the terms and conditions (including as to remuneration) determined by the Board. 22. ACCOUNTS AND AUDIT 22.1 Company to keep accounts The Board must cause: the Company to keep the accounting records and prepare the financial statements required by the Act; and the accounts and any other documents required by the Act to be sent to Members and laid before general meetings as required by the Act Audit The Board must cause: the accounts of the Company to be audited as required by the Act; and 21

24 the auditor s report to be sent to Members and laid before general meetings of the Company as required by the Act. 23. NOTICES 23.1 Service of notices by Company The Company may give notice to a Member: personally; by sending it by post to the address for the Member or alternative address nominated by the Member; or by sending it to an address or other electronic means nominated by the Member. Notices shall be sent to the address of the person to be served as stated in the Register or the address (physical or electronic) last advised to the Company Time of service A document sent by post or electronic transmission is taken to have been received on the day after it has been posted or transmitted Evidence of service A certificate in writing signed by a Director or the Secretary stating that a document was sent to a Member by post or electronic transmission on a particular date is conclusive evidence that the document was sent on that date Notice of general meetings The Company must give notice of every general meeting to: every Member; every Director; and the Auditor (if any), but no other person is entitled to receive notices of general meetings Counting of days In calculating the period of notice for the purposes of rule 8.2, both the day on which the notice is given or taken to be given, and the day of the meeting convened by the relevant notice shall not be counted. 24. INDEMNITY Subject to Part 2D.2 of the Act, a person who is or has been an Officer (as defined in the Act) or auditor of the Company is indemnified (to the maximum extent permitted by law), out of the assets of the Company against any liability incurred by the person as an Officer or auditor: to another person (other than the Company or a related body corporate) unless the liability: is for a pecuniary penalty order made under section 1317G of the Act or a compensation order made under section 1317H of the Act; or arises out of conduct involving a lack of good faith; and 22

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