CONSTITUTION o f COMMERCIAL & ASSET FINANCE BROKERS ASSOCIATION OF AUSTRALIA LIMITED (ACN ) [Consolidated October 2017]

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1 CONSTITUTION o f COMMERCIAL & ASSET FINANCE BROKERS ASSOCIATION OF AUSTRALIA LIMITED (ACN ) [Consolidated October 2017] 1 Consolidated October 2017

2 Index CLAUSE HEADING 1 Objects of Company 2 Preliminary 3 Membership 3.1 General 3.2 Admission of Voting Members 3.3 Associate Members 3.4 Entrance Fee and Annual Subscription 3.5 Register of Members 3.6 Classes of Members 3.7 Directors are members 3.8 Affiliate Members 3.8A Honorary Life Members 3.9 Admission and Transfer of Members 3.10 Variation of Member Classes 3.11 Member Requirements and Rights 3.12 Ceasing to be a Member 3.13 Professional Standards 3.14 Annual Confirmation 4 General Meetings 5 Proceedings at General Meetings 6 Votes of Members 7 Board of Directors 8 Vacation of Office and Conflict of Interest 9 Rotation of Directors (including number and terms of directors) 10 Powers of Directors 11 Proceedings of Directors 12 Chief Executive Officer 13 Alternate Directors 14 Officebearers 15 Authentication of Documents 16 Custody and Inspection of Books and Records 17 Notices 18 Indemnity 19 Liability Limited 20 Auditor 21 Funds and Application of Income and Property 22 Winding Up 23 Constitution Objects and Replaceable Rules 24 Indemnity Insurance and Access to Books or Information Endnote #1 Endnote #2 Dates of Constitution Amendments Directors Rotation and Term Rules 2 Consolidated October 2017

3 Corporations Act 2001 A Company Limited by Guarantee CONSTITUTION of COMMERCIAL & ASSET FINANCE BROKERS ASSOCIATION OF AUSTRALIA LIMITED 1.OBJECTS OF THE COMPANY 1.1 The Objects for which the Company is established are: a. presenting a united voice of all Voting Members and Associate Members engaged in activities within and peripheral to Commercial and Asset Finance Broking; b. promoting Commercial and Asset Finance Broking as an integral part of the finance industry; c. assisting Voting Members and Associate Members collectively in liaison with government and statutory bodies; d. co-operating with, and support other bodies in matters affecting the Voting Members and Associate Members of the Company; e. developing, promoting and maintaining professional standards conduct for the benefit of the Commercial and Asset Finance Broking Industry and the general public in respect to Commercial and Asset Finance Broking; f. assisting Voting Members and Associate Members collectively in attaining professional standards; g. keeping Voting Members and Associate Members informed on matters pertaining to the Commercial and Asset Finance Broking industry. 1.2 The objects of the Company referred to in this Article do not restrict or prohibit the exercise of any power or capacity available to the Company at law. 2. PRELIMINARY 2.1 Definitions The following words have these meanings in this Constitution unless the contrary intention appears: AAFA means Australian Asset Finance Association Inc. (Reg. No. A C), an incorporated association registered in Victoria AEFA means Australian Equipment Finance Association Inc. (Reg. No. Y ), an incorporated association registered in New South Wales Act means the Corporations Act 2001 as amended from time to time Affiliate Member means any organisation, individual, or company, with whom the Company shall determine to formally affiliate pursuant to Article 3.8 Annual Subscription means the amount(s) payable by Members to the Company as 3 Consolidated October 2017

4 determined by the Board from time to time ASIC means Australian Securities and Investments Commission "Associate Member" means any employee, consultant, agent, director or principal of a Voting Member approved for membership of the Company pursuant to Article 3.3 "Auditor" means the auditor for the time being of the Company Board or Board of Directors means the Board of Directors of the Company from time to time "Chairman" means the chairman of the Board of the Company and "Deputy Chairman" means the deputy chairman of the Board of the Company Chief Executive Officer means a person appointed as the Chief Executive Officer under Article 12 Code of Conduct means any code of conduct promulgated by the Members of the Company by Special Resolution from time to time Commercial and Asset Finance Broking means the business of negotiating and obtaining commercial credit. Commercial and Asset Finance Broker means a person in the business of negotiating and obtaining commercial credit. "Company" or CAFBA means this Company - Commercial & Asset Finance Brokers Association of Australia Limited "Constitution" means this Constitution as originally adopted or as from time to time duly added to or amended and a reference to a provision of this Constitution is a reference to that provision as added to or amended from time to time Corporation is defined in section 57A of the Act "Director" means a person appointed or elected from time to time to the office of Director of the Company in accordance with this Constitution and where appropriate includes an Alternate Director "Directors" means all or some of the Directors acting as a board Eligible Alternate Directors means only those alternate Directors who an appointor has notified the Company in writing must receive, either generally or in particular circumstances, notification of the meetings of Directors and/or the Members Entrance Fee means the amount (if any) determined by the Board from time to time which is payable by a Member upon his admittance to Membership "Financial Year" means the year beginning on 1 July and ending on 30 June of the subsequent year 4 Consolidated October 2017

5 General Meeting means a meeting of Members duly called and constituted in accordance with this Constitution and any adjourned holding of it Law means the Corporations Act 2001 (Act) as it applies to the Company for the time being "Member" means any person entered in the Register as a member of the Company namely a Voting Member, or a Non Voting Member (Associate Member or Affiliate Member) or such other category of member established under Article 3.10 for the time being of the Company Membership means membership of the Company Nominated Representative means a natural person appointed by a Voting Member which is a firm, or corporation to be that body s representative in accordance with section 250D of the Act and such representative must be an Associate Member of the Company Non Voting Member means a person which is a member of the Company and not entitled to vote at general meetings of the Company namely an Associate Member pursuant to Article 3.3 and an Affiliate Member pursuant to Article 3.8 Objects of the Association means the objects set out in Article 1 Officer is defined in section 9 of the Act; Officebearers means the officebearers of the Company namely the President Vice President Treasurer and Secretary of the Company Ordinary Resolution means a resolution of a meeting where more than one half of the total votes cast on the resolution are in favour of the resolution President means the President of the Company from time to time Professional standards mean professional standards under Article 3.13, whether described as a code of ethics, code of conduct, code of practice, professional standards or other description Register means the Register of Members of the Company kept under the Law "Registered Office" means the registered office for the time being of the Company. remuneration includes, without limitation, salaries, wages, commissions, fees, rewards, allowances, bonuses, incentive schemes or profit sharing schemes "Secretary" means a person appointed as a secretary of the Company, and where appropriate includes an acting secretary and a person appointed by the Directors to perform all or any of the duties of a secretary of the Company Special Resolution means a resolution of a general meeting where at least 75% of the votes cast on the resolution are in favour of the resolution and which is passed in accordance with sections 9, 249L(c) and 252J(c) of the Law Voting Member means a member of the Company entered into the Register and 5 Consolidated October 2017

6 entitled to vote at general meetings of the Company and, where applicable, includes a Nominated Representative of a Voting Member for the time being and who has not ceased to be a Member under Article Interpretation In this Constitution unless the contrary intention appears: (a) (b) (c) (d) (e) (f) (h) the word person includes a firm, a body corporate, body politic, partnership, joint venture, association, board, group or other body (whether or not the body is incorporated); and a reference to a person includes that person s successors and legal personal representatives; the singular includes the plural and vice versa and words importing a gender include every other gender where a word or phrase is given a particular meaning, other parts of speech and grammatical forms of that word or phrase have corresponding meanings; a reference to writing includes typewriting, printing, facsimile and other modes of representing or reproducing words in a visible form, including, without limitation, other forms of electronic communication; a reference to a section is a reference to a section of the Act; and a reference to the Act or to a provision of the Act, means the Corporations Act 2001 or that provision as amended from time to time, or any statute, code or provision enacted in its place, whether by the State of Victoria or the Commonwealth of Australia, and includes regulations and other instruments under it. A reference in an Article in general terms to a person holding or occupying a particular office or position includes a reference to any person who occupies or performs the duties of that office or position for the time being. 2.3 Headings for Convenience Headings are inserted for convenience and do not affect the interpretation of this Constitution. 2.4 Powers exercised at any time Powers conferred on the Company, the Directors, a Committee of Directors, a Director or a Member may be exercised in any manner permitted by the Law at any time and from time to time. 2.5 The Company may exercise any power; take any action; or engage in any conduct or procedure, which under the Law a company limited by guarantee may exercise, take or engage in if authorised by its Constitution. 2.6 Where this Constitution confers a power or imposes a duty then, unless the contrary intention appears, the power may be exercised and the duty must be performed from time to time as the occasion requires. 6 Consolidated October 2017

7 2.7 Where this Constitution confers a power or imposes a duty on the holder of an office as such then, unless the contrary intention appears, the power may be exercised and the duty must be performed by the holder for the time being of the office. 2.8 Delegation Where this Constitution confers power on a person or body to delegate a function or power: (a) the delegation may be concurrent with, or to the exclusion of, the performance or exercise of that function or power by the person or body; (b) the delegation may be either general or limited in any manner provided in the terms of delegation; (c) the delegation need not be to a specified person but may be to any person from time to time holding, occupying or performing the duties of, a specified office or position; (d) (e) (f) 3. M E M B E R S H I P 3. 1 G e n e r a l the delegation may include the power to delegate; where the performance or exercise of that function or power is dependent upon the opinion, belief or state of mind of that person or body in relation to a matter, that function or power may be performed or exercised by the delegate upon the opinion, belief or state of mind of the delegate in relation to that matter; and the function or power so delegated, when performed or exercised by the delegate, is to be taken to have been performed or exercised by the person or body The Members consist of: (a) the persons who have specified with their consent as members in the application for registration of the Company are the first Members; and (b) all other persons admitted to Membership in accordance with this Constitution Subject to the provisions of this Constitution, the Directors may admit any person as a Member on the person agreeing to be bound by this Constitution. 3.2 Admission of Voting Members Voting Member A person substantially engaged in the business of Commercial and Asset Finance Broking may be admitted as a Voting Member if it:- (a) has signified its willingness to become a Voting Member of the Company by submitting a signed application containing such particulars, information and undertakings as the Directors may from time to time determine; and (b) is duly elected a Voting Member by two thirds of the Board of Directors who vote for the purpose of determining whether the proposed Voting Member shall be admitted to membership A Voting Member which is not a natural person shall appoint a Nominated Representative, who is a director or principal of the Voting Member in writing in such a form as the Board of Directors may from time to time prescribe to be its Nominated Representative and such Nominated Representative shall also be an Associate Member of the Company. A Voting Member shall be at liberty from time to time to change its Nominated Representative by notice in writing to the Secretary. 7 Consolidated October 2017

8 3.2.3 Deemed Members (a) A person who is a Member of AAFA or AEFA at the time of the incorporation of the Company and who was a fully paid up member of AAFA or AEFA as to 30 June 2007 will be deemed eligible and entitled to be admitted to membership of the Company (for this purpose called a deemed member ) as follows: (i) Voting Members (i.e. Ordinary Members and Represented Member Companies) of AAFA and Voting Members (i.e. Ordinary Members) of AEFA will upon written application be admitted as Voting Members of the Company by the Board of Directors; (ii) Associate Members of AAFA will upon written application be admitted as Associate Members of the Company by the Board of Directors; (iii) Affiliate Members of AAFA and Affiliate Members of AEFA will upon written application be admitted as an Affiliate Members of the Company. (b) A deemed member will be admitted to membership of the Company upon application in the form prescribed by the Board of Directors and payment of any Entrance Fee (if any) and Annual Subscription (if any) set by the Board of the Company. Upon receipt of the deemed member s application form and any other documents as directed by the Board of Directors from time to time, the Secretary will within a period of seven (7) days from the conclusion of the next Board of Directors meeting confirm with the deemed member in writing that it is a member of the Company and enter the deemed member's name in the Register and, upon the deemed member s name being so entered, the deemed member becomes a Member of the Company. (c) A person who is not a Voting Member of the Company at the time of the incorporation of the Company (or who was a Voting Member at that time but has ceased to be a member) will not be admitted to membership of the Company unless- (i) he or she applies for membership in accordance with Article 3.2.1; and (ii) the admission as a member is approved by the Board of Directors An application for membership as a Voting Member of the Company:- (a) shall be made in writing as prescribed by the Board of Directors from time to time; and (b) shall be lodged with the Secretary of the Company As soon as practicable after the receipt of an application under Article 3.2.4, the Secretary shall refer the nomination to the Board of Directors The Board of Directors will determine whether to approve or to reject the application Upon such application being approved by the Board of Directors, the Company will, with as little delay as possible, notify the applicant in writing that the Board has approved the application for membership of the Company (a) The Company will within a period of 28 days after receipt of the amounts referred to in Articles and from an approved applicant enter the applicant's name in the Register and, upon the name being so entered, the applicant becomes a Member of the Company. (b) An applicant for membership becomes a member and is entitled to exercise the rights of membership when its name is entered in the register of Members. (c) If the Company rejects an application, the Board of Directors must ensure that, as soon as practicable, it notifies the applicant in writing that the application has 8 Consolidated October 2017

9 been rejected A right, privilege, or obligation of a Voting Member, by reason of their membership of the Company:- (a) is not capable of being transferred or transmitted to another person; (b) terminates upon the cessation of its membership whether by death resignation or otherwise. 3.3 Associate Members (a) Each Voting Member shall nominate its associates for membership of the Company as Associate Members and appoint an Associate Member as its Nominated Representative. Nomination of Associate Members shall be in writing in the form as prescribed by the Board of Directors from time to time and signed by the Voting Member and the Nominated Representative. Upon receipt of all information required by the Board of Directors from time to time in respect to an Associate Member that Associate Member shall be accepted as an Associate Member of the Company and the Company will include details of the Associate Member as an Associate Member of the Company in the Register. (b) Voting Members shall promptly (and where practicable within 30 days) advise the Company in writing of any changes (additions, removals or name changes) in its Associate Members and its Nominated Representative. (c) All rights, privileges, or obligations of an Associate Member, by reason of their membership of the Company terminate upon: (i) the cessation of the membership of their nominating Voting Member (ii) whether by resignation or otherwise. the Associate Member ceasing to be an employee, consultant, agent, director or principal of a Voting Member. (d) Associate Members are entitled to receive notice of meetings of Members and may attend general meetings of the Company but they are not entitled to exercise voting rights at any general meetings of Members nor to participate in the governance of the Company. 3.4 Entrance Fee And Annual Subscription A person who applies and is approved for membership as provided in this Constitution is eligible to be a member of the Company on payment of the Entrance Fee (if any) and/or Annual Subscription payable under this Constitution The Board of Directors may from time to time set Entrance Fee(s) for entry to membership of the Company. Any entrance fee shall be payable upon a party being accepted for membership of the Company The Annual Subscription for each Member shall be as determined by the Board of Directors from time to time, except that to change the subscription level shall require approval by an ordinary resolution of the Board of Directors The Annual Subscription for each Member shall be payable annually in advance and or as determined by the Board of Directors from time to time including as to time and method of payment If any Member fails to pay that Member s Annual Subscription or any part thereof within two months of the date determined by the Board, that Member may at the Board s discretion and upon 14 days written notice having been given to the Member of their default, not be entitled, while the Annual Subscription remains due and unpaid, to: (a) nominate a Member as a candidate for election to the office of Director; 9 Consolidated October 2017

10 (b) (c) (d) vote in any ballot; receive notices of meetings of Members or any other publications or communications to Members; or attend, be counted in forming a quorum for, exercise any vote at, or be a proxy or Nominated Representative for any Member for, any general meeting. 3.5 Register Of Members (a) The Company shall keep and maintain a Register of Members in which shall be entered the full name, address and date of entry of the name of each Member. (b) The Register will identify each member by reference to: I. Whether they are a Voting Member; an Associate Member, Affiliate Member or Life Member; II. III. IV. The persons who are the Nominated Representatives of Voting Members; The address to which notices are to be sent by the Board to the Member; full name or in the case of a corporation, Australian Business Numbers; V. date on which the Member s application was approved; VI. Annual Subscription (if any) payable; VII. payment of Annual Subscription (if required) and when paid; VIII. Such other information as is deemed appropriate by the Board. (c) (d) The Register will constitute the official roll for the purposes of identifying Members eligible to vote at meetings of Members and to nominate for positions on the Board. The Register will be conclusive evidence of the status of each Member. The Register shall be available for inspection by Members at the Registered Office of the Company free of charge upon written request. 3.6 Classes of Members There are four classes of Members: (a) Voting Member; (b) Associate Member; (c) Affiliate Member; and (d) Life Member. 3.7 Directors are Members Every Director shall be a Member in the class of Associate Members. 3.8 Affiliate Members The Board of Directors may from time to time by not less than a two-thirds vote determine to make a person an Affiliate Member of the Company. Such members shall maintain the status of affiliate member only at the pleasure of the Board of Directors and with such conditions, costs, and benefits as may be determined and granted by the Board from time to time. Affiliate membership is an honorary 10 Consolidated October 2017

11 appointment only and such honorary appointment may be revoked by the Board at any time by notice in writing to the Affiliate Member, rendering all other sections of this Constitution inapplicable to this class of membership and specifically Affiliate Members shall have no voting rights; no role in the governance of the Company; no rights in respect to dispute resolution procedures under this Constitution and no rights to call special general meetings of the Company. An Affiliate Member may upon written invitation of the Board to attend and if so invited may attend any general meeting of the Company. 3.8A Life Members The Board of Directors may from time to time confer Honorary Life Membership on any person who, in its opinion, has rendered distinguished service to the Company or in relation to the objects of the Company. An Honorary Life Member is not obliged to pay any subscriptions. A person who, immediately before being conferred with Honorary Life Membership, was a Voting Member or an Associate Member, will continue to have the rights, privileges and obligations (other than payment of subscriptions) relating to that type of Member. Any other person on whom Honorary Life Membership is conferred has no vote at any general meeting but may attend any general meeting and speak on any issue being considered at that meeting. 3.9 Admission and transfer of Members Subject to this Constitution, the Directors may: (i) admit any person to membership in any class of Members; and (ii) transfer a Member, with the Member's consent, from membership in one class to membership in another class Variation of Member classes Subject to this Constitution, the Directors may. (a) establish any new class of Members and prescribe the qualifications, rights, restrictions and obligations of Members in that class; and (b) vary or abrogate the qualifications, rights, restrictions or obligations of Members in any new or existing class, with the consent in writing of three quarters of those Members, or with the sanction of a Special Resolution passed at a separate meeting of those Members, and the provisions of this Constitution relating to general meetings apply so far as they are capable of application and with the necessary changes to every such separate meeting Member Requirements and Rights (a) Members shall be: (i) (ii) (iii) (iv) admitted to membership in accordance with criteria established by the Board from time to time; must apply to become a Member in the form and manner prescribed by the Board from time to time; if an individual, over 18 years of age and not a bankrupt or subject to control under the Bankruptcy Act 1966; if a firm, every individual who is a principal of the firm is not a bankrupt or subject to control under the Bankruptcy Act 1966, and every corporation that is a member of the firm is not an externally-administered 11 Consolidated October 2017

12 body corporate as that expression is defined in the Law; (v) (vii) if a corporation, not an externally-administered body corporate as that expression is defined in the Law; if a corporation, every director is not a bankrupt or subject to control under the Bankruptcy Act 1966; and (b) Company Logos and Trade Marks Members may use any logos and trade marks of the Company in the course of their business in accordance with the Board s policy as to the use of any logos and trade marks from time to time. The Board may at its discretion prevent a Member from using any logos and trade marks of the Company or from using any logos and trade marks of the Company in a particular manner Ceasing to be a Member (a) Resignation A Member who has paid all moneys due and payable by a Member to the Company may by one month s notice in writing to the Company resign membership with effect from a specified date occurring not less than three months and not more than six months after the service of the notice. Any amounts payable to the Company upon the Member s resignation, remain due as a debt to the Company. (b) Termination (i) The Board may by Ordinary Resolution terminate the membership of any Member, if: (a) the Board is reasonably satisfied the Member has provided confirmation under Article 3.14 about compliance with applicable professional standards which is false or misleading; or (b) the Member has been convicted of an offence involving fraud or dishonesty. (ii) The Board must give the Member written notice of the basis on which it is considering termination of the membership and allow at least 21 days for the Member to respond to the notice. The Board must take into account any response from the Member in determining whether to terminate the Membership. (c) A Member ceases to be a Member on: (i) resignation pursuant to Article 3.12 (a); (ii) if an individual, death; (iii) if an individual, becoming bankrupt or insolvent or making an arrangement or composition with creditors of the person's joint or separate estate generally; (iv) if an individual, becoming 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; (v) if a corporation, being an externally-administered body corporate as that expression is defined in the Law, or dissolved or otherwise ceasing to exist; (vi) failing to pay its Annual Subscription or any part 12 Consolidated October 2017

13 (vii) thereof within 3 months of the due date for payment thereof and after having received a minimum of 21 days written notice of failing to pay to its Annual Subscription or any part thereof; failing to provide the Secretary with confirmation under Article 3.14 of compliance with applicable professional standards within 3 months of the due date and after having received a minimum of 21 days written notice of failing to provide the confirmation; (viii) the Board of Directors terminating the person's membership pursuant to Article 3.12.b; (ix) the terms of Article 3.3(c) (Associate Members); or (x) the Board of Directors terminating the person's membership pursuant to 3.8 (Affiliate Members). (d) In the event that there is a material change in the beneficial ownership or control of a Voting Member, the Board of Directors may in its discretion to: (i) terminate the Membership of the Voting Member; and/or (ii) require the Voting Member to submit a new application for membership for consideration by the Board of Directors in the manner contemplated by Article 3.2. For the purposes of Article 3.12(d) material change in beneficial ownership or control shall be and be deemed to mean where 50% or more of the shares or interests in the Voting Member are transferred or altered. (e) After the expiry of any period referred to in Article 3.12 and or upon the happening of any event specified in Article (i) the member ceases to be a member; and (ii) the Company must record in the Register the date on which the member ceased to be a member Professional Standards (a) The Board may, after consultation with Members, establish professional standards to apply to: i. Voting Members; or ii. Associate Members; or iii. both Voting Members and Associate Members. (b) Professional standards bind the Members to whom they are expressed to apply. (c) The Board may, after consultation with Members, amend, replace or repeal professional standards (d) Without limiting the manner of consultation with Members, the Board must cause Members to be made aware of proposals concerning professional standards and for those proposals to be accessible on the Company s website, allowing at least one month for Members to consider the proposals. (e) When professional standards established by the Board under this Article for the first time come into effect, the following immediately cease to bind Members: i. the code of conduct published by the Board and to which applicants for Voting Membership prior to establishment of the professional standards have undertaken to comply with under Article 3.2.1; and ii. the special resolutions passed by the annual general meeting on 19 October 2011 in relation to professional indemnity insurance, education requirements, continuing professional development, external dispute resolution membership, internal dispute resolution procedures, police and 13 Consolidated October 2017

14 credit checks and client financial hardship Annual Confirmation (a) When a Member pays the Annual Subscription under Article 3.4, the Member must provide to the Secretary confirmation of compliance with applicable professional standards. (b) Professional standards in respect of which confirmation, as applicable, is required are: i. professional standards established under Article 3.13; and ii. the code of conduct published by the Board and to which applicants for Voting Membership undertake to comply with under Article 3.2.1; and iii. the special resolutions passed by the annual general meeting on 19 October 2011 in relation to professional indemnity insurance, education requirements, continuing professional development, external dispute resolution membership, internal dispute resolution procedures, police and credit checks and client financial hardship. (c) The Board may, from time to time, determine the form and content of the confirmation required of a Voting Member or an Associate Member and the manner in which confirmation may or must be given. (d) The Board may determine to accept alternative methods of confirmation for Members who hold an Australian Credit Licence under the National Consumer Credit Protection Act GENERAL MEETINGS 4.1 Power to convene general meeting (a) Under section 249F of the Act, a general meeting of members may be called by members with at least 5% of the votes that may be cast at a general meeting of the company. (b) (c) (d) The requisition for a special general meeting shall state the objects of the meeting and shall be signed by the Voting Members making the requisition and be sent to the address of the Secretary and may consist of several documents in a like form, each signed by one or more of the Voting Members making the requisition. If the Board of Directors does not cause a special general meeting to be held within one month after the date on which the requisition is sent to the address of the Secretary, the Voting Members making the requisition, or any of them, may convene a special general meeting to be held not later than 3 months after the date. A special general meeting convened by Voting Members in pursuance of this Constitution shall be convened in the same manner as nearly as possible as that in which those meetings are convened by the Board of Directors and all reasonable expenses incurred in convening the meeting shall be refunded by the Company to the persons incurring the expenses. 4.2 Directors right to convene The Directors may whenever they think fit convene a general meeting. 4.3 Notice of general meeting (a) Subject to the provisions of the Act as to short notice, not less 21 days' notice of a general meeting, or in the case of a general meeting convened to consider a special resolution not less than 21 days' notice, must be given in writing to each Member and the Auditor of the Company. 14 Consolidated October 2017

15 (b) (c) The accidental omission to give notice of a general meeting to, or the non-receipt of any such notice by, a person entitled to receive it, or the accidental omission to advertise (if necessary) such meeting, does not invalidate the proceedings at, or any resolution passed at, any such meeting. With the consent in writing of all the Voting Members, any general meeting may be called on short notice and in any manner they think fit and all provisions of this Constitution are modified. 4.4 Notice specifications A notice convening a meeting of the Company or of any class of Members must specify the place, day and hour of the meeting and in the case of special business the general nature of the special business to be dealt with at the meeting and there must appear in it with reasonable prominence a statement that: (a) a Member entitled to attend and vote, is entitled to appoint a proxy; and (b) a proxy need not be a Member. [Note: See Article 17 (Notices)] 4.5 Auditor's right to attend general meetings The Auditor or an agent authorised by the Auditor in writing for the purpose is entitled to attend any general meeting, to receive all notices of and other communications relating to any general meeting which a Member is entitled to receive and to be heard at any general meeting on any part of the business of the meeting which concerns the Auditor in that capacity, and is entitled to be heard notwithstanding that the Auditor retires at that meeting or a resolution to remove the Auditor from office is passed at that meeting, 4.6 Cancellation or postponement of general meeting When a general meeting (including an annual general meeting but excluding a meeting convened on a requisition or by requisitionists in accordance with the Act) is convened by the Directors, they may, whenever they think fit, cancel the meeting or postpone the holding of the meeting to a date and time determined by them. 4.7 Notice of cancellation or postponement Written notice of cancellation or postponement of a general meeting must be given to all persons entitled to receive notices of general meetings from the Company at least three days before the date for which the meeting is convened and must specify the reason for cancellation or postponement. 5. PROCEEDINGS AT GENERAL MEETINGS 5.1 Business of annual general meetings I. (a) The annual general meeting shall be held at least once every calendar year and within five months after the end of its financial year. (b) The annual general meeting shall be held at such location on such day as the Board of Directors determines. (c) The annual general meeting shall be specified as such in the notice convening it. (d) The ordinary business of the annual general meeting shall be:- (i) to confirm the minutes of the last preceding annual general meeting and of any general meeting held since that meeting; 15 Consolidated October 2017

16 (ii) (iii) (iv) (v) to receive from the Board of Directors reports upon the transactions of the Company during the last preceding financial year; to elect officers of the Company and members of the Board of Directors; and to receive and consider the accounts and reports required by the Law to be laid before each annual general meeting; and to transact any other business which under this Constitution ought to be transacted at an annual general meeting. II. III. The annual general meeting shall be in addition to any other general meetings that may be held in the same year. The Company may hold a general meeting of Members at two or more venues using technology that gives the Members as a whole a reasonable opportunity to participate in the meeting 5.2 Special business (a) All business other than that referred to in Article 5.1.I, which is transacted at an annual general meeting and all business transacted at any other general meeting, is special business. (b) No special business may be transacted at any general meeting other than that stated in the notice calling the meeting unless it is a matter that is required by this Constitution or the Law to be transacted at the meeting Q u o r u m (a) No item of business shall be transacted at a general meeting unless a quorum of Voting Members entitled under this Constitution to vote is present in person or by proxy during the time when the meeting is considering that item. (b) (c) Seven Voting Members (one of whom must be a Voting Member of which the President or Vice President is the Nominated Representative) (being Members entitled under this Constitution to vote at a general meeting) present personally or by proxy constitute a quorum for the transaction of the business of a general meeting. If at any time the number of Voting Members is less than seven then a quorum shall be 50% of the number of Voting Members at the date of the general meeting. 5.4 Business not to be transacted in the absence of quorum An item of business may not be transacted at a general meeting unless a quorum is present when the meeting proceeds to consider it, but if a quorum is present at the beginning of a meeting it is to be deemed present throughout the meeting unless the chairman of the meeting on the chairman's own motion or at the instance of an Nominated Representative of a Voting Member or attorney or proxy of a Voting Member who is present otherwise declares. 5.5 Meeting dissolved if no quorum Subject to Article 5.13, if a meeting of Members does not have a quorum present within 30 minutes after the time for the meeting set out in the notice of meeting, then if the meeting was convened upon the requisition of Voting Members it shall be dissolved and in any other case it shall stand adjourned to the same day in the next week at the same time and (unless another place is specified by the Chairman at the time of the adjournment or by 16 Consolidated October 2017

17 written notice to Voting Members given before the day to which the meeting is adjourned) at the same place and if at the adjourned meeting the quorum is not present within half an hour after the time appointed for the commencement of the meeting, the Voting Members present (being not less than seven including a Voting Member of which the President or Vice President is the Nominated Representative) shall be a quorum provided that if at any time the number of Voting Members is less than seven then a quorum shall be 50% of the number of Voting Members a the date of the general meeting. 5.6 Chairman The Chairman is entitled to preside at general meetings, but if the Chairman is not present and able and willing to act within 15 minutes after the time appointed for a meeting or has signified an intention not to be present and able and willing to act, the following may preside (in order of entitlement): (a) the Deputy Chairman; (b) a Director chosen by a majority of the Directors present; (c) the only Director present; (d) a Member, proxy, attorney or Nominated Representative chosen by a majority of the Members, proxies, attorneys and Nominated Representatives present Responsibilities of Chairman The chairman of a general meeting is responsible for the general conduct of the meeting and to ascertain the sense of the meeting concerning any item of business which is properly before the meeting. For these purposes the chairman of the meeting may, without limitation: (a) delay the commencement of the meeting if that person determines it is desirable for the better conduct of the meeting; (b) make, vary or rescind rulings; (c) prescribe, vary or revoke procedures; (d) in addition to other powers to adjourn, adjourn the meeting, or any item of business of the meeting, without the consent of the meeting if that person determines it is desirable for the orderly conduct of the meeting or the conduct of a poll; and (e) determine conclusively any dispute concerning the admission, validity or rejection of a vote. 5.7 Chairman s additional vote on deadlock If there is an equality of votes the chairman of the meeting has, both on a show of hands and on a poll, a casting vote in addition to any votes to which the chairman is entitled as a Member. 5.8 How questions are decided Every question submitted to a general meeting is to be decided by a show of hands, unless before or on the declaration of the result of the show of hands a poll is demanded by: (a) (b) the chairman of the meeting; not less than three Members present in person or by proxy or attorney and having the right to vote at the meeting; or 17 Consolidated October 2017

18 (c) a Member or Members so present representing not less than 10% of the total voting rights of all the Members having the right to vote at the meeting and the demand for the poll is not withdrawn. 5.9 Declaration by chairman conclusive evidence Unless a poll is so demanded and the demand is not withdrawn, a declaration by the chairman of the meeting that the motion has been carried or carried unanimously or without dissent or by a particular majority or lost and an entry to that effect in the minutes of the meeting are conclusive evidence of that and it is not necessary to prove the number or proportion of votes cast in favour of or against the motion. The chairman of the meeting is the sole judge of the validity of every vote tendered at the meeting and the determination of the chairman is final and conclusive Poll to be taken immediately If at a meeting a poll on any question is demanded by not less than three Voting Members and the demand is not withdrawn, it shall be taken at that meeting in such manner and at such time and place and at once or after an interval or adjournment or otherwise as the Chairman may direct and the resolution of the poll shall be deemed to be a resolution of the meeting at which the poll was demanded on that question Restrictions on demanding polls A poll that is demanded on the election of a Chairman or on a question of an adjournment shall be taken forthwith and a poll that is demanded on any other question shall be taken at such time before the close of the meeting as the Chairman may direct Business may continue A demand for a poll does not prevent the continuance of the meeting for the transaction of any business other than the question on which the poll has been demanded Adjournment (a) The chairman of a general meeting at which a quorum is present may with the consent of a simple (50%) majority of Voting Members present at the meeting adjourn the meeting from time to time and place to place, but the only business that may be transacted at an adjournment meeting is the business left unfinished at the meeting from which the adjournment took place. (b) Where a meeting is adjourned for 14 days or more, a like notice of the adjourned meeting shall be given as in the case of the general meeting. (c) Except as provided in Articles 5.13.a and 5.13.b, it is not necessary to give notice of an adjournment or of the business to be transacted at an adjourned meeting Notice of Adjournment If a meeting is adjourned for more than 14 days, notice of the adjournment must be given in accordance with Article 5.13.b of the Constitution Equal votes If on a show of hands or on a poll, the votes are equal the resolution will lapse. 6. VOTES OF MEMBERS 6.1 Voting rights 18 Consolidated October 2017

19 (a) (b) (c) At a general meeting each person present as a Voting Member, proxy, attorney or Nominated Representative has one vote on a resolution. A Voting Member is not entitled to vote at any general meeting unless all monies due and payable by it to the Company have been paid. An Associate Member (other than as an Nominated Representative of a Voting Member) is not entitled to vote at any general meeting in person or by proxy. 6.2 Right to appoint proxy A Member entitled to attend and vote at a meeting of the Company or of any class of Members is entitled to appoint another person (whether a Member or not) as proxy to attend and vote in the Member's place at the meeting and a proxy has the same right as the Member to speak at the meeting. 6.3 Instrument of proxy A instrument appointing a proxy must be in writing under the hand of the appointer or of the appointer's attorney duly authorised in writing or if the appointer is a body corporate by its Nominated Representative, or a director or its attorney so authorised and, if and to the extent that the Directors permit, may be in respect of more than one meeting. 6.4 Form of instrument of proxy (a) An instrument appointing a proxy must in writing (and generally must be in a form approved by the Board from time to time) but it need not be in any particular form provided that it is in writing, legally valid and signed by the appointer or the appointer s attorney and contains the following information: (i) the member s name and address; (ii) the Company s name; (iii) the proxy s name; (iv) the meetings at which the appointment may be used. (b) A proxy or attorney may not vote at a general meeting or adjourned meeting or on a poll unless the instrument appointing the proxy or attorney, and the authority under which the instrument is signed or a certified copy of the authority, are received in the places, by the facsimile numbers, or by the addresses supplied in the notes with respect to the sending of proxies in the notice of the relevant meeting, not later than 48 hours prior to the time specified for commencement of the meeting in the notice by the directors for that purpose in the calling of the meeting. (c) A vote given in accordance with the terms of an instrument appointing a proxy or attorney or Nominated Representative is valid despite the revocation of the instrument or of the authority under which the instrument was executed by death of the principal or otherwise, if no notice in writing of the revocation has been received by the Company at the Registered Office or by the chairman of the meeting before the vote is cast. (d). The appointment of a proxy or attorney is not revoked or suspended by the appointer attending and taking part in the general meeting but, if the appointer votes on any resolution, the proxy or attorney is not entitled to vote, and must not vote, as the appointer s proxy or attorney on the resolution. 6.5 Right to appoint attorney A Member may appoint an attorney to act on the Member's behalf at all or any 19 Consolidated October 2017

20 meetings of the Company or of any class of Members by power of attorney duly executed in the presence of at least one witness. 6.6 Receipt of proxy and other instruments To be effective, an instrument appointing a proxy and any power of attorney under which it is executed or a copy (verified by statutory declaration as a true copy) of the power of attorney under Article 6.5 of the Constitution, in either case together with any evidence of execution and non-revocation of the power of attorney which the Directors require, must be received by the Company at the Registered Office or at any other place which is specified for that purpose in the notice of convening the meeting, not less than 48 hours before the time appointed for the meeting or adjourned or postponed meeting or poll which the appointee proposes to attend or on which the appointee proposes to vote. 7. BOARD OF DIRECTORS 7.1 (a) The affairs of the Company shall be managed by a Board of Directors constituted as provided in this Constitution particularly Article 7. (b) The number of Directors must not be less than 3 nor, until otherwise determined by the Company in general meeting, more than 10. (c) The Board of Directors shall include the Officebearers. 7.2 Not eligible Neither a body corporate nor a natural person who has not attained the age of 18 years is eligible to be appointed or elected as a Director. 7.3 Eligibility A person is eligible to be a Director of the Company if he is an Associate Member of the Company. 7.4 Appointment and election The first Directors are the eligible persons who have specified with their consent as directors in the application for registration of the Company. 7.5 Casual vacancies The Directors may appoint or the Company in general meeting may elect a person as a Director either to fill a casual vacancy or as an additional Director, but so that the total number of Directors does not exceed the maximum fixed by or under Article 7.1 of the Constitution. 7.6 Director s powers when less than minimum If and so long as the number of Directors is reduced below the minimum fixed by Article 7.1, the continuing Directors may act only for the purpose of filling vacancies to the extent necessary to bring their number up to that minimum or convening a general meeting. 7.7 Appointment by company when one or no Directors If there is no Director in office or only one Director in office the Company may appoint eligible persons to be Directors. 7.8 Restriction on reappointment of Directors A person must not be appointed, re-appointed, elected or re-elected as Director if as a result there would not be a majority of Directors who were eligible for their 20 Consolidated October 2017

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