GENERAL. 1.1 The name of the company is Australian Marketing Institute Limited hereinafter called The Institute.

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1 Corporations Act 2001 Company Limited by Guarantee CONSTITUTION OF AUSTRALIAN MARKETING INSTITUTE LIMITED ACN Effective Date Conclusion of 2014 Annual General Meeting 1. Name of Company GENERAL 1.1 The name of the company is Australian Marketing Institute Limited hereinafter called The Institute. 2. Company Limited by Guarantee 3. Objects 2.1 The Institute is a company limited by guarantee. 2.2 Each member undertakes to contribute to the property of the Institute if the Institute is wound up while he, she or it is a member or within one year after he, she or it ceases to be a member, for payment of the Institute s debts and liabilities contracted before he, she or it ceases to be a member and of the costs, charges and expenses of winding up and for the adjustment of the rights of the contributories among themselves, such amount as may be required, but not exceeding $ The objects of the Institute are: (1) to formulate the requirements and standards of knowledge, training, conduct and experience, and promote the highest standards of effectiveness, in marketing in Australia; (2) to encourage the maintenance of appropriate professional standards of members of the Institute and support and protect the status and interests of members of the Institute; (3) to develop the science and technique of marketing; and (4) to provide professional development for members of the profession and others.

2 3.2 The Institute must pursue charitable purposes only and must apply its income in promoting those purposes. 4. Income and Property of the Institute 4.1 The income and property of the Institute, from wherever it is derived, must be applied solely towards the promotion of the objects of the Institute set out in rule No distribution to Members 6. Powers 5.1 No portion of the income or property of the Institute may be paid directly or indirectly, by way of dividend, bonus or otherwise to the members of the Institute. 5.2 Rule5.1 does not prevent: (1) the payment in good faith of remuneration to any officer, employee or member of the Institute in return for any services actually rendered to the Institute or for goods supplied in the ordinary and usual way of business; (2) the payment of interest at a rate not exceeding 12% per annum on money borrowed from any member of the Institute; (3) the payment of reasonable and proper rent by the Institute to a member of the Institute for premises leased by the member to the Institute; or (4) the reimbursement of expenses incurred by any member on behalf of the Institute. 6.1 The Institute has all the powers of an individual and a body corporate but does not have the power to issue shares. 6.2 Despite rule 6.1 the powers of the Institute are ancillary to and exercisable only to pursue the objects of the Institute set out in rule Replaceable Rules Excluded 7.1 The replaceable rules contained in the Act do not apply to the Institute. 8. Definitions 8.1 In this constitution: DEFINITIONS AND INTERPRETATION (1) Act means the Corporations Act 2001 (Cth) and includes any amendment or re-enactment of it or any legislation passed in substitution for it; (2) Adoption Date means the conclusion of the 2014 Annual General Meeting; (3) Board means the whole or any number of the Directors for the time being assembled as a board not being less than a quorum;

3 9. Interpretation (4) Business day means a day that is not a Saturday, a Sunday or a public holiday or bank holiday in the place where the Institute has its registered office; (5) By-laws means by-laws made by the Board under rule 28.1; (6) Chair means the Chair of the Board and of the Institute; (7) Code of Conduct for Members means the code of professional conduct for members adopted by the Board from time to time under rule 28.2; (8) Code of Conduct for Directors means the code of professional conduct adopted by the Board for the Directors of the Institute under rule 73; (9) Co-opted Director means a Director who has been appointed to the Board by the Directors of the Institute under rule 63; (10) Directors means the Directors for the time being of the Institute or the Directors; (11) Institute means Australian Marketing Institute Limited ACN ; (12) Member Director means a Director who has been elected to the Board by the members of the Institute under rules 61 and 62; (13) Secretary means the person appointed to perform the duties of a secretary of the Institute; and (14) State means each State of Australia and includes the Australian Capital Territory and the Northern Territory. 9.1 Reference to: (1) one gender includes the others; (2) the singular includes the plural and the plural includes the singular; and (3) a person includes a body corporate. 9.2 Except so far as the contrary intention appears in this constitution: (1) an expression has in this constitution the same meaning as in the Act; and (2) if an expression is given different meanings for the purposes of different provisions of the Act, the expression has, in a provision of this constitution that deals with a matter dealt with by a particular provision of the Act, the same meaning as in that provision of the Act. 9.3 "Including" and similar expressions are not words of limitation. 9.4 Headings are for convenience only and do not form part of this constitution or affect its interpretation.

4 MEMBERS 10. Membership 10.1 The members of the Institute are: (1) the Existing Members; and (2) any other persons the Institute admits to membership in accordance with this constitution. 11. Rights of Existing Members 11.1 The individual rights of Existing Members, as at the Adoption Date, which they have by virtue of being a member of a particular class of membership, are not affected by any restatement of the classes of membership of the Institute and the rights are preserved for so long as the member remains a member of that class. 12. Categories of Membership 12.1 The categories of membership are: (1) Honorary Fellows; (2) Fellows; (3) Associate Fellows; (4) Associate Members; (5) Affiliates; and (6) Students Additional categories of members, if recommended by the Directors, may be created from time to time by the members in general meeting The qualifying criteria for the various categories of membership will be determined by the Board. 13. Life Membership 13.1 If, in the opinion of the Board, a member has made over a period of years a significant contribution to the Institute, the Board may grant to the member life membership of the Institute A Life Member is subject to this constitution and otherwise has all the rights and privileges of membership of the class of membership of which he or she is a Life Member. 14. Form of Application 14.1 An application for membership must be: (1) in writing in a form approved by the Board from time to time;

5 (2) signed by the applicant, who thereby agrees to be bound by this constitution and the Code; (3) accompanied by any other documents or evidence as to qualification for the type of membership applied for which the Board requires from time to time; and (4) delivered to the Board The Board may delegate the responsibility under Rule 14.1 to the Chief Executive Officer or another officer of the institute An application form must be accompanied by: (1) an admission fee, if any, determined in accordance with rule 20.1; and (2) the annual subscription, determined in accordance with rule Admission to Membership 15.1 The Board must consider an application for membership as soon as practicable after its receipt and determine, in its discretion, the admission or rejection of the applicant The Board is not required to give reasons for the rejection of an application If an application for membership is rejected by the Board the admission fee, if any, and the annual subscription must be refunded to the applicant If an applicant is accepted for membership: (1) the Board must notify the applicant of admission in the form of a receipt for the admission fee, if any, and annual subscription or in any other form the Board determines; (2) the Secretary must notify the member; and (3) the name and details of the member must be entered in the register of members If an application for membership is rejected by the Board, the Secretary must notify the applicant in writing. 16. Certificates of Membership 16.1 The Institute must issue a certificate, in the form prescribed from time to time by the Board to each member, denoting the membership status of the member The Institute must keep or cause to be kept a record of all Certificates issued to members Every Certificate remains the property of the Institute and the Institute is at liberty at any time to call for and compel its production and delivery.

6 16.4 Every person ceasing to be a member of the Institute must return his or her Certificate forthwith to the Institute for cancellation If any member neglects or refuses to deliver up his or her Certificate the Board may institute legal or other proceedings for its recovery and for the purpose of such legal proceedings and without prejudice to any other remedy the Institute may have the value of each Certificate is the determined by the Board from time to time. 17. Notification by Members 17.1 Each member must promptly notify the Institute in writing of any change in their qualification to be a member of the Institute Without limiting rule 17.1, each member must notify the Secretary if: 18. Register of Members (1) the member changes employment or retires; (2) the duties of the member within his or her current employment have changed substantially; or (3) the member changes his or her place of employment; (4) within 3 months after the relevant change occurs A register of members of the Institute must be kept in accordance with the Act The following must be entered in the register of members in respect of each member: (1) the full name of the member; (2) the residential address and electronic mail address, if any, of the member; (3) the business address and electronic mail address, if any, of the member; (4) the postal address to which notices must be sent, if sent by post; (5) the category of membership; (6) the date of admission to and cessation of membership; (7) the date of last payment of the member's annual subscription; and (8) such other information as the Board requires Each member must notify the Secretary in writing of any change in that member s name, addresses or electronic mail addresses, and the postal address, within 1 month after the change. 19. Rights of Members 19.1 Fellows, Associate Fellows and Associate Members have the same rights Unless otherwise provided in this Constitution, the rights of the members at Rule 19.2 include the right:

7 (1) to receive notices of, attend, speak at and vote at general meetings of members; (2) to participate in a call for a poll; (3) to approve appointments to the Board; (4) to propose an amendment to this constitution; and (5) to vote on amendments to this constitution. 20. Admission Fee ADMISSION FEE AND ANNUAL SUBSCRIPTION 20.1 The admission fee payable by each applicant for membership is the sum the Board determines from time to time for each category of membership No admission fee is payable by any Honorary Fellow The Board may waive payment of any admission fee, either in part or in whole. 21. Annual Subscription 21.1 The annual subscription payable by a member of the Institute is the sum the Board determines from time to time All annual subscriptions are due and payable in advance on each anniversary date of membership No annual subscription is payable by any Life Member or Honorary Fellow Where special circumstances exist, the Board may reduce or waive the annual subscription payable by a member in its discretion. 22. Unpaid Annual Subscriptions 22.1 If: (1) the annual subscription of a member remains unpaid for 2 months after it becomes payable; and (2) a notice of default is given to the member following a resolution of the Board to do this; the member ceases to be entitled to any of the rights or privileges of membership but these may be reinstated on payment of all arrears if the Board sees fit.

8 CESSATION OF MEMBERSHIP 23. Resignation 23.1 A member may resign from membership of the Institute by giving written notice to the Secretary and returning the member s Certificate The resignation of a member takes effect on the later of the date of: 24. Failure to pay (1) receipt of the notice of resignation or any later date provided in the notice; and (2) receipt of the member s Certificate If a member has not paid all arrears of annual subscriptions under rule 21 or, if paid, the member's rights and privileges are not reinstated: (1) the member remains liable for all the obligations and liabilities of membership until the expiration of 6 months after the date of notification under rule 22.1(2); and (2) the member ceases to be a member and member's name must be removed from the register of members at the expiration of the 6 month period. 25. Cessation of Membership 25.1 A member ceases to be a member if the member: (1) is convicted of an indictable offence; (2) is adjudged bankrupt; (3) becomes of unsound mind or the member or his or her estate becomes liable to be dealt with under the law relating to mental health; (4) dies; 26. Disciplining Members (5) ceases to be a member under rule 24.1; or (6) is expelled under rule If any member: (1) wilfully refuses or neglects to comply with the provisions of this constitution; (2) breaches the Code; or (3) is guilty of any conduct which, in the opinion of the Directors, is unbecoming of a member or prejudicial to the interest of the Institute; the Board may resolve to censure, fine, suspend or expel the member from the Institute and, in the case of expulsion, to remove the member's name from the register of members.

9 26.2 In exercising its powers under rule 26.1 the Board must not fine a member an amount exceeding the annual subscription of a Fellow (whether or not the member is a Fellow, or is liable to pay an annual subscription) At least 1 week before the meeting of the Board at which a resolution of the nature referred to in rule 26.1 is passed the Board must give to the member notice of: (1) the meeting; (2) what is alleged against the member; and (3) the intended resolution At the meeting and before the passing of the resolution, the member must have an opportunity of giving orally or in writing any explanation or defence the member sees fit A member may, by notice in writing lodged with the Secretary at least 24 hours before the time for holding the meeting at which the resolution is to be considered by the Board, elect to have the question dealt with by the Institute in general meeting and in that event, a general meeting of the Institute must be called for that purpose If at the meeting a resolution to the same effect as the resolution which was to be considered by the Board is passed by a majority of those present and voting (and the vote must be taken by secret ballot), the member concerned will be disciplined in the manner resolved and in the case of a resolution for expulsion the member is expelled and the member's name must be removed from the register of members If any member ceases to be a member under rule 26.6, the Board may reinstate the member and restore the name of that member to the register of members upon and subject to any terms and conditions it sees fit. 27. Effect of Cessation of Membership 27.1 If any member ceases to be a member under this constitution, the member remains liable to pay to the Institute any money which, at the time of the member ceasing to be a member, the member owes to the Institute on any account and for any sum not exceeding $20 for which the member is liable under rule Where the member resigns under rule 23 or the membership of the member is terminated other than under rule 26, membership fees will be reimbursed on a pro rata basis If any member ceases to be a member of the Institute for any reason, the member must forthwith discontinue: (1) the use of any postnominals; (2) the exhibition, display or use of any Certificates; and

10 (3) to do or suffer to be done any other act which may lead persons to believe that the person is still a member of the Institute; (4) and must not omit to do any act which may be required to remove the impression that the person is still a member of the Institute In the event of a breach of rule 27.3, the person agrees to submit to an injunction or other appropriate equitable remedy in addition to any other rights for damages or otherwise which the Institute may have. BY-LAWS AND CODE OF CONDUCT FOR MEMBERS 28. By-laws and Code of Conduct for Members 28.1 The Board may from time to time make, amend or repeal such by-laws for the proper conduct and management of the Institute and the regulation of its activities and affairs, subject only to any express restriction in this constitution The Board may from time to time make, amend or repeal a code of professional conduct to be adhered to by members as its sees fit. 29 Calling General Meeting GENERAL MEETINGS 29.1 A majority of Directors may call a general meeting Except as permitted by law, a general meeting, to be called the "annual general meeting", must be held at least once in every calendar year Except as provided in the Act, no member or members may call a general meeting. 30. Notice of Meetings 30.1 Subject to the provisions of the Act as to short notice, at least 21 days' notice of a general meeting must be given in writing to those persons who are entitled to receive notices under Rule Persons entitled to Notice of General Meeting 31.1 Written notice of a meeting of the Institute's members must be given individually to: (1) each member other than a Student Member; (2) each Director; and (3) the Institute's auditor.

11 32. How Notice is Given 32.1 The Institute may give the notice of meeting to a member: 33. When Notice is Given (1) by sending it by post to the address for the member in the register of members or the alternative address (if any) nominated by the member; or (2) by sending it to the electronic address (if any) nominated by the member A notice of meeting sent by post is taken to be given 2 days after it is posted Except as provided by rule 33.3, a notice of meeting sent by electronic means, is taken to be given on the business day after it is sent Service by electronic mail is not effective if the Institute's computer reports that delivery has failed. 34. Contents of Notice 34.1 A notice of a general meeting must: (1) set out the place, date and time for the meeting (and, if the meeting is to be held in 2 or more places, the technology that will be used to facilitate this); (2) state the general nature of the meeting's business; (3) if a special resolution is to be proposed at the meeting, set out an intention to propose the special resolution and state the resolution; and (4) contain a statement setting out the following information: (5) that the member has a right to appoint a proxy; and (6) that the proxy need not be a member of the Institute. 35. Accidental omission The accidental omission to give notice to, or the non-receipt of notice by, any of those entitled to it does not invalidate any resolution passed at a meeting of members. 36. Notice of an Adjourned Meeting 36.1 When a meeting is adjourned, new notice of the resumed meeting must be given if the meeting is adjourned for 1 month or more.

12 37. Postponement of General Meeting 37.1 The Directors may postpone the holding of any general meeting (other than a meeting requisitioned by members as provided by the Act) for not more than 42 days after the date for which it was originally called Whenever any meeting is postponed (as distinct from being adjourned under rule 38.3) the same period of notice of the meeting must be given to persons entitled to receive notice of a meeting as if a new meeting were being called for the date to which the original meeting is postponed. 38. Quorum 39. Chair PROCEEDINGS AT GENERAL MEETINGS 38.1 The quorum for a meeting of the Institute's members is 20 persons entitled to vote and the quorum must be present at all times during the meeting In determining whether a quorum is present, individuals attending as proxies are counted. If an individual is attending both as a member and as a proxy, the individual is counted only once If a quorum is not present within 30 minutes after the time for the meeting set out in the notice of meeting: (1) where the meeting was called by the members or upon the requisition of members, the meeting is dissolved; or (2) in any other case, the meeting is adjourned to the date, time and place the Board specifies. If the Board does not specify 1 or more of those things, the meeting is adjourned to: a. if the date is not specified the same day in the next week; b. if the time is not specified the same time; and c. if the place is not specified the same place If no quorum is present at the resumed meeting within 30 minutes after the time for the meeting, the meeting is dissolved The Chair, if present, presides as Chair at every general meeting Where a general meeting is held and: (1) there is no Chair; or (2) the Chair is not present within 30 minutes after the time appointed for the holding of the meeting or is unwilling to act; the Directors present may appoint any one of their number to be chair of the meeting.

13 39.3 The Chair must adjourn a meeting of the Institute s members if the members present with a majority of votes at the meeting agree or direct that the chair must do so. 40. Technology 40.1 The Institute may hold a meeting of its members at 2 or more venues using any technology that gives the members as a whole a reasonable opportunity to participate. 41. Who can Appoint a Proxy PROXIES 41.1 A member who is entitled to attend and cast a vote at a meeting of the Institute's members may appoint a person as the member's proxy to attend and vote for the member at the meeting. The proxy need not be a member. 42. Rights of Proxies 42.1 A proxy appointed to attend and vote for a member has the same rights as the member: (1) to speak at the meeting; (2) to vote (but only to the extent allowed by the appointment); and (3) to join in a demand for a poll If a proxy is only for a single meeting it may be used at any postponement or adjournment of that meeting, unless the proxy states otherwise A proxy's authority to speak and vote for a member at a meeting is suspended while the member is present at the meeting. 43. When Proxy Forms must be sent to All Members 43.1 If the Institute sends a member a proxy appointment form for a meeting or a list of persons willing to act as proxies at a meeting: 44. Appointing a Proxy (1) if the member requested the form or list the Institute must send the form or list to all members who ask for it and who are entitled to appoint a proxy to attend and vote at the meeting; or (2) otherwise the Institute must send the form or list to all its members entitled to appoint a proxy to attend and vote at the meeting An appointment of a proxy is valid if it is signed by the member making the appointment and contains the following information:

14 (1) the member's name and address; (2) the Institute's name; (3) the proxy's name or the name of the office held by the proxy; and (4) the meetings at which the appointment may be used An appointment may be a standing one An undated appointment is taken to have been dated on the day it is given to the Institute An appointment may specify the way the proxy is to vote on a particular resolution. If it does: (1) the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way; (2) if the proxy has 2 or more appointments that specify different ways to vote on the resolution the proxy must not vote on a show of hands; (3) if the proxy is the Chair the proxy must vote on a poll, and must vote that way; (4) if the proxy is not the Chair the proxy need not vote on a poll, but if the proxy does so, the proxy must vote that way If a proxy is also a member, this rule 44.4 does not affect the way that the person can cast any votes the person holds as a member An appointment does not have to be witnessed A later appointment revokes an earlier one if both appointments could not be validly exercised at the meeting. 45. Form of Proxy Sent Out by Institute 45.1 A form of proxy sent out by the Institute may be in a form determined by the Board but must: (1) enable the member to specify the manner in which the proxy must vote in respect of a particular transaction; and (2) leave a blank for the member to fill in the name of the person primarily appointed as proxy The form may provide that if the member leaves it blank as to the person primarily appointed as proxy or if the person or persons named as proxy fails or fail to attend, the Chair of the meeting is appointed proxy Despite rule 45.1 an instrument appointing a proxy may be in the following form or in a form that is as similar to the following form as the circumstances allow: AUSTRALIAN MARKETING INSTITUTE LIMITED ACN

15 I/We, of, being a member/members of Australian Marketing Institute Limited, appoint of or, in his or her absence, of as my/our proxy to vote for me/us on my/our behalf at the *annual general/*general meeting of the Institute to be held on and at any adjournment of that meeting. This form is to be used *in favour of/against the resolution. Signed on. * Strike out whichever is not desired. To be inserted if desired. 46. Receipt of Proxy Documents 46.1 For an appointment of a proxy for a meeting of the Institute's members to be effective, the following documents must be received by the Institute at least 24 hours before the meeting: (1) the proxy's appointment; and (2) if the appointment is signed by the appointer s attorney - the authority under which the appointment was signed or a certified copy of the authority If a meeting of the Institute's members has been adjourned, an appointment and any authority received by the Institute at least 24 hours before the resumption of the meeting are effective for the resumed part of the meeting The Institute receives an appointment or authority when it is received at any of the following: (1) the Institute's registered office; or (2) a place or electronic mail address specified for the purpose in the notice of meeting An appointment of a proxy is ineffective if: 47. Validity of Proxy Vote (1) the Institute receives either or both the appointment or authority at an electronic address; and (2) a requirement (if any) in the notice of meeting: a. that the transmission be verified in a way specified in the notice; or b. that the proxy produce the appointment and authority (if any) at the meeting; is not complied with A proxy who is not entitled to vote on a resolution as a member may vote as a proxy for another member who can vote if the appointment specifies the way the proxy is to vote on the resolution and the proxy votes that way.

16 47.2 Unless the Institute has received written notice of the matter before the start or resumption of the meeting at which a proxy votes, a vote cast by the proxy will be valid even if, before the proxy votes: 48. Attorney of Member (1) the appointing member dies; (2) the member is mentally incapacitated; (3) the member revokes the proxy's appointment; or (4) the member revokes the authority under which the proxy was appointed by a third party An attorney for a member may do whatever the member could do personally as a member, but if the attorney is to vote at a meeting of members or a class of members the instrument conferring the power of attorney or a certified copy of the authority must be produced to the Institute at least 24 hours before the meeting, in the same way as the appointment of a proxy 49. How Vote May Be Exercised VOTING AT MEETINGS OF MEMBERS 49.1 Subject to rules 50 and 51 at any general meeting of members, each Voting Member present has 1 vote on a show of hands and on a poll The vote may be exercised in person or by proxy. 50. Voting Disqualification 50.1 A member is not entitled to vote at a general meeting if the annual subscription of the member is more than 1 month in arrears at the date of the meeting or the postponed or adjourned meeting. 51. Objections to Right to Vote 51.1 A challenge to a right to vote at a meeting of members: (1) may only be made at the meeting; and (2) must be determined by the chair, whose decision is final A vote not disallowed following the challenge is valid for all purposes. 52. How Voting is Carried Out A resolution put to the vote at a meeting of members must be decided on a show of hands unless a poll is demanded under rule Error! Reference source not found.53, either

17 before or on declaration of the result of the vote on a show of hands. Unless a poll is demanded, the chair's declaration of a decision on a show of hands is final. 53. Matters on Which a Poll May Be Demanded 53.1 A poll may be demanded on any resolution A demand for a poll may be withdrawn. 54. When a Poll is Effectively Demanded 54.1 At a meeting of the Institute's members, a poll may be demanded by: (1) at least 3 members entitled to vote on the resolution; or (2) the chair The poll may be demanded: (1) before a vote is taken; (2) before the voting results on a show of hands are declared; or (3) immediately after the voting results on a show of hands are declared. 55. When and How Polls Must Be Taken 55.1 A poll demanded on a matter other than the election of a chair or the question of an adjournment must be taken when and in the manner the chair directs A poll on the election of a chair or on the question of an adjournment must be taken immediately The demand for a poll does not prevent the continuance of a meeting for the transaction of any business other than the question on which a poll has been demanded The result of the poll is the resolution of the meeting at which the poll was demanded 56. Chair s Casting Vote 56.1 In the case of an equality of votes, whether on a show of hands or on a poll, the chair of the meeting has a casting vote in addition to any vote he or she may have in his or her capacity as a member or proxy. 56.2

18 57. Business of an Annual General Meeting ANNUAL GENERAL MEETING 57.1 The business of an annual general meeting may include any of the following; even it not referred to in the notice of meeting: (1) the consideration of the annual financial report, Directors' report and auditor's report; (2) the appointment of the auditor; and (3) the fixing of the auditor's remuneration All other business transacted at an annual general meeting and all other business transacted at any other general meeting is special business The business of the annual general meeting also includes any other business which under this constitution or the Act ought to be transacted at an annual general meeting The chair of the 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 Institute If the Institute's auditor or the auditor's representative is at the meeting, the chair of an annual general meeting must allow a reasonable opportunity for the members as a whole at the meeting to ask the auditor or that representative questions relevant to the conduct of the audit and the preparation and content of the auditor's report. 58. Resolutions Proposed by Members 58.1 No member may at any meeting move any resolution relating to special business unless: (1) the member has given not less than 30 business days' previous notice in writing of the member's intention to move an ordinary resolution or 2 months' notice in writing of the member's intention to move a special resolution at the meeting by leaving the notice and a signed copy of the resolution at the registered office of the Institute; or (2) the resolution has previously been approved by the Board Upon receiving a notice referred to in rule 58.1(1) the Secretary must: (1) if the notice convening the meeting has already been despatched, immediately notify the members of the proposed resolution; or (2) otherwise include notice of the proposed resolution in the notice convening the meeting.

19 59. Number and Composition of the Board DIRECTORS 59.1 The number of Directors must be not less than 6 and no more than 10 consisting of: (1) 6 Member Directors elected by the members; and (2) between 1 and 4 Co-opted Directors appointed by the Board. 60. Period of Office of Directors and maximum number of terms of office 60.1 The period of office of Member Directors and Co-opted Directors will be 2 years except for the initial Board established under this constitution under Rule The maximum number of terms of office either a Member Director or a Co-opted Director may serve is 3 terms except in the case of a Director who has served as Chair during their third term and who may complete a fourth term of office. 61. Initial Directors 61.1 Following the Adoption Date the Initial Board must meet as soon as practicable and its first order of business will be to elect a Chair from the Directors. 62. Election of Member Directors to the Initial Board and Their Terms of Office Member Directors will be elected to the initial Board and their terms of office will be as follows: (1) The 3 candidates who receive the highest, second highest and third highest votes will be elected to the Board as Member Directors for 3 years. (2) The 3 candidates who receive the fourth, fifth and sixth highest votes will be elected to the Board as Member Directors for 2 years. (3) Thereafter, Member Directors will be elected to the Board for a period of 2 years in accordance with Rule Conduct of Elections for Directors This rule 63 applies to elections of Directors subsequent to the election of the initial Board Calling the elections (1) In each election year, the Directors must select the election date which must be at least 14 days before the end of the election period; (2) select the date and time for the closing of the Register; (3) select the date and time by which nominations for election as a Director must be lodged with the Returning Officer which must be at least two months before the election date; (4) appoint the Returning Officer; and

20 (5) decide the election rules which must be made available to members on request within 21 days after the date on which the Directors select the Election Date Election Rules (1) The Directors may make rules that are consistent with this constitution for, or about, the conduct of the elections of Directors that this constitution requires or permits to be prescribed, or that are necessary or convenient to be prescribed including in relation to: 63.3 Validity of elections (a) the nomination of candidates; (b) the terms that may be used in the election material to describe candidates; (c) providing information to members of the Institute concerning candidates; (d) the approved methods of voting which may include voting by electronic means; (e) the manner of indicating the candidate for whom a member votes; (f) the format and content of election forms; (g) validating and counting votes; (h) the requirements for a valid vote; (i) the Returning Officer s duties and functions; and (j) the means of identifying members. (1) The election of Directors remains valid even if any one or more of the following is the case: (a) a member does not receive any election material; (b) the Returning Officer omits to forward any election material to a member; (c) there are errors in the Register; or (d) a member or the Returning Officer does not comply strictly with any of the technicalities this constitution or the election rules require for an election of Directors Declaration of results of election (1) The Secretary must declare in writing the results of the election as set out in the Returning Officer s report. The persons declared elected hold office in accordance with rule Appointment of Co-opted Directors 64.1 The Board may by majority resolution appoint up to 4 Members as Co-opted Directors.

21 64.2 Such Co-opted Directors may or may not be members of the Institute Co-opted Directors shall serve a maximum of 2 years in that capacity, but this does not preclude those persons from subsequently serving either as an elected or Coopted Director The term of appointment of a Co-opted Director shall commence from the date he or she is appointed to the Board A Co-opted director may be removed from the Board before completing his or her 2 year term by majority vote of the Board Co-opted Directors shall have the usual rights and responsibilities of Member Directors. 65. Retirement 65.1 At the close of every annual general meeting (not including the Institute's first annual general meeting), one-half of the Member Directors or, if their number is not a multiple of two, then the number nearest to but not more than one-half of the Directors must retire The Directors to retire by rotation at an annual general meeting are those Directors who have been longest in office since their last appointment. Directors appointed on the same day may agree among themselves or determine by lot which of them must retire A Director (other than the Chair) must retire from office at the conclusion of the second annual general meeting after the Director was last elected, even if his or her retirement results in more than one-half of all Directors retiring from office A retiring Director remains in office until the end of the relevant meeting. 66. Removal of Directors 66.1 The Institute in general meeting may by resolution remove any Director from office in accordance with the Corporations Act The Board may resolve to remove a Director from office if the Director concerned has breached the Code of Conduct for Directors 3 or more times. The vacancy caused by the removal will be addressed by appointing a casual Director in accordance with rule Vacation of Office 67.1 The office of a Director immediately becomes vacant if the Director: (1) is prohibited by the Act or other legislation from holding office or continuing as a Director; (2) is liable to have a person appointed, under a law relating to the administration of estates of persons who through mental or physical incapacity are incapable of managing their affairs, to administer it;

22 68. Casual Vacancies (3) resigns by notice in writing to the Institute; (4) is removed by a resolution of the Institute in general meeting; (5) is removed by a resolution of the Board for having breached the Code of Conduct for Directors 3 or more times; (6) is directly or indirectly interested in any contract or proposed contract with the Institute and fails to declare the nature of the interest as required by the Act; (7) is an employee or officer of a member that ceases to be a member; (8) was nominated to be elected as a Director by a member that ceases to be a member; or (9) dies The Board may appoint a Member Director to fill a casual vacancy eligible for members. A Director appointed under this clause holds office for the balance of the term of the person in whose stead he or she is appointed. 69. Powers of Directors POWERS AND DUTIES OF DIRECTORS 69.1 The business of the Institute is managed by the Board which may exercise all powers of the Institute that this constitution and the Act do not require to be exercised by the Institute in general meeting Without limiting the generality of rule 69.1, the Board may exercise all the powers of the Institute to: (1) borrow money; (2) charge any property or business of the Institute ; and (3) guarantee or to become liable for the payment of money or the performance of any obligation by or of any other person. 70. Appointment of Attorneys 70.1 The Directors may, by power of attorney, appoint any person to be the attorney of the Institute for the purposes, with the powers, authorities and discretions vested in or exercisable by the Directors for any period and subject to any conditions as they think fit Any appointment under rule 70.1 may be made on terms for the protection and convenience of persons dealing with the attorney as the Directors think fit and may also authorise the attorney to delegate all or any of the powers, authorities and discretions vested in the attorney.

23 71. Negotiable Instruments 71.1 All negotiable instruments of the Institute shall be executed by the persons and in the manner that the Directors decide from time to time. 72. Delegation 72.1 The Directors may, upon any terms and conditions or restrictions, delegate any of their powers, other than those which by law must be dealt with by the Directors as a board, to: (1) a Board Committee; (2) a Director; (3) an employee of the Institute; or (4) any other person A Board Committee to which, or person to whom, any powers have been delegated must exercise their powers in accordance with any directions of the Directors and a power exercised in that way is taken to have been exercised by the Directors A Board Committee to which, or person to whom, any powers have been delegated may be authorised by the Directors to sub-delegate all or any of the powers for the time being vested in it The Directors may at any time revoke any delegation of power. 73. Director Remuneration 73.1 Subject to rules 73.2 and 73.3, no Director is entitled to be paid a fee for service as Director The Directors shall be entitled to be paid or reimbursed for all travelling and other expenses properly incurred by them in attending and returning from any meeting of the Directors, committee of the Directors, general meeting of the Institute or otherwise in connection with the business or affairs of the Institute Subject to rules 73.1 and 73.2, a Director may be engaged by the Institute in any other capacity (other than auditor) and may be appointed on such terms as to remuneration, tenure of office and otherwise as may be agreed by the Directors Any amount paid under paragraph 73.3 must be approved by the Directors. 74. Code of Conduct for Directors 74.1 The Board must: (1) adopt a code of conduct for Directors; and

24 75. Disclosure of Interest (2) periodically review the Code of Conduct in light of the general principles of good corporate governance A Director who has an interest in a matter that is being considered at a meeting of Directors, may, despite that interest, vote, be present and be counted in a quorum at that meeting, unless that is prohibited by the Act No act of the Institute is invalid or voidable by reason only of a failure of the Director to comply with a prohibition on voting, whether imposed by the Act or otherwise, in relation to a matter in which the Director is interested Subject to the Act: (1) any Director may act by himself or herself or the Director's organisation may act in a professional capacity for the Institute; and (2) that Director and that Director's organisation will be entitled to remuneration for professional services as if that Director were not a Director, but nothing in this clause authorises a Director or that Director's organisation to act as an auditor of the Institute A Director who is in any way, whether directly or indirectly, interested in a matter in which the Institute has an interest will declare the nature of the interest at a meeting of the Directors as soon as practicable after the relevant facts have come to the Director's knowledge It is the Secretary's duty to record in the minutes any disclosure given by a Director under this clause. 76. Board Meetings PROCEEDINGS OF DIRECTORS 76.1 A Director may at any time, and the Secretary must on the request of a Director, call a Board meeting A Board meeting must be called on at least 48 hours notice to each Director. The notice must be given either in writing or using any technology consented to by all the Directors Subject to the Act, a Board meeting may be held by the Directors communicating with each other by any technological means by which they are able simultaneously to hear each other and to participate in discussion The Directors need not all be physically present in the same place for a Board meeting to be held.

25 76.5 Subject to rule 75.1, a Director who participates in a Board meeting held in accordance with this constitution is taken to be present and entitled to vote at the meeting Rules 76.3 and 76.4 apply to meetings of Board committees as if all committee members were Directors The Board may meet together, adjourn and regulate their meetings as they think fit. 77. Meetings by Technology 77.1 For the purposes of the Act, each Director, on becoming a Director (or on the adoption of this Constitution), consents to the use of the following technology for calling or holding a Directors meeting: (1) video; (2) telephone; (3) electronic mail; (4) any other technology which permits each Director to communicate with every other Director; or (5) any combination of the technologies described in the above paragraphs Where the Directors are not all in attendance at one place and are holding a meeting using technology and each Director can communicate with the other Directors: 78. Quorum at Meetings 79. Chair (1) the participating Directors shall, for the purpose of every provision of this constitution concerning meetings of the Directors, be taken to be assembled together at a meeting and to be present at that meeting; and (2) all proceedings of those Directors conducted in that manner shall be as valid and effective as if conducted at a meeting at which all of them were present A quorum is at least half of Directors elected and appointed at the time of the meeting Where a quorum cannot be established for the consideration of a particular matter at a Board meeting, the Chair may call a general meeting to deal with the matter The Directors shall elect one of their number as their Chair and shall decide the period for which the Chair is to hold office as chair Where a meeting of Directors is held and the Chair is not present at the time appointed for the holding of the meeting or does not wish to chair the meeting, the Directors present shall elect one of their number to be a Chair of the meeting.

26 80. Decision on Questions 80.1 A resolution of the Directors must be passed by a majority of votes of the Directors present at the meeting who vote on the resolution. A resolution passed by a majority of the votes cast by the Directors will for all purposes be taken to be a determination of the Directors Each Director shall have one vote In the case of equality of votes at a meeting of Directors, the Chair has a casting (second) vote in addition to his or her deliberative vote. 81. Written Resolutions 81.1 The Directors may pass a resolution without a Director's meeting being held if If all the Directors entitled to receive notice of a Board meeting receive notice of the resolution and a majority of the Directors entitled to vote on the resolution sign a document containing a statement that they are in favour of the resolution set out in the document. The resolution is passed when the last Director signs For the purposes of clause rule 80.1, separate copies of a document may be used for signing by Directors if the wording of the resolution and statement is identical in each copy Any document referred to in this clause may be in the form of electronic transmission The minutes of Directors' meetings must record that a meeting was held in accordance with rule Committees 82.1 The Directors may delegate any of their powers to a committee or committees consisting of such number of them and/or other persons as they think fit. A committee may consist of one or more persons A committee to which any powers have been so delegated shall exercise the powers delegated in accordance with any directions of the Directors. A power so exercised shall be taken to have been exercised by the Directors Rules 76, 77, 78 and80 shall apply to any committee as if each reference in those clauses to the Directors was a reference to the members of the committee and each reference to a meeting of Directors was to a meeting of the committee The number of members whose presence at a meeting of the committee is necessary to constitute a quorum is the number determined by the Directors and, if not so determined, is at least half the members of the committee. Unless the Directors determine otherwise, the quorum need only be present at the time when the meeting proceeds to business.

27 82.5 Minutes of all the proceedings and decisions of every committee shall be made, entered and signed in the same manner in all respects as minutes of proceedings of the Directors are required by the Law to be made, entered and signed. 83. Validity of Acts of Directors 83.1 If it is discovered that: (1) there was a defect in the appointment of a person as a Director, or member of a Board committee; or (2) a person appointed to one of those positions was in an office that has become vacant, all acts of that Director, member of a Board committee, the Board or the Board committee before the discovery was made are as valid as if the person had been duly appointed and their office had not been vacated. 84. Minutes to be Kept MINUTES 84.1 The Directors must cause minutes of all proceedings of: 85. Signing of Minutes (1) general meetings; (2) meetings of the Directors; (3) meetings of committees of the Directors; and (4) written resolutions of Directors passed without a meeting, to be entered within one month after the relevant meeting is held, in books kept for that purpose Minutes must be signed within a reasonable time after the meeting by the Chair of the meeting at which the proceedings took place or by the Chair of the next succeeding meeting. 86. Minutes as Evidence 86.1 Any minutes of a meeting purported to be signed by the Chair of the meeting or of the next succeeding meeting and any document entered in the minute book in accordance with rule 84.1 purporting to be signed by a Director, are (in the absence of proof to the contrary) sufficient evidence: (1) of the matters stated in the minutes or document; and (2) in the case of minutes of a meeting: (a) the meeting having been duly convened and held; and

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