Notice of Annual General Meeting 2015

Transcription

1 Notice of Annual General Meeting 2015

2 Annual General Meeting Wednesday 18 November 2015 at 4:30pm (CDT) Dear Member, On behalf of the Board of the SMSF Professionals Association of Australia trading as the SMSF Association ( SMSF Association ), I am pleased to invite you to the 2015 Annual General Meeting of members. The Annual General Meeting is to be held in the Boardroom at SMSF House, Level 1, 366 King William Street in Adelaide on Wednesday, 18 November 2015 at 4.30pm (CDT). You are encouraged to attend the meeting to meet the directors and other members, and hear about the significant developments of the SMSF Association during and since the end of the 2015 financial year. The SMSF Association invites attending members to stay following the meeting for some refreshments in the Boardroom. Please find attached the following documents in relation to the Annual General Meeting: a) Notice of Annual General Meeting together with Explanatory Memorandum; b) Proxy Form for the Annual General Meeting together with instructions. A copy of the Company s 2015 Annual Report is enclosed and is also available on the SMSF Association s website If, as a Specialist Member, you are unable to attend the Annual General Meeting in person, I encourage you to complete and lodge the enclosed Proxy Form as soon as possible and, in any event, by no later than 4:30pm (CDT) on Monday, 16 November Instructions on how to vote by proxy are set out on the Proxy Form. Your Directors hope that you will find the time to attend the Annual General Meeting and commend the resolutions for your support. Yours sincerely, Peter Crump Chairman Page 1

3 Notice of Annual General Meeting Notice of Meeting Notice is hereby given that the Annual General Meeting of the SMSF Association ( the company ) will be held at SMSF House, Level 1, 366 King William Street, Adelaide in the Boardroom, on Wednesday, 18 November 2015 at 4.30pm (CDT). Ordinary Business 1. Welcome and Apologies 2. Confirmation of Quorum and approval of Minutes 3. Consideration of the Annual Financial Reports for the financial year ended 30 June Appointment of Auditor Special Business To consider and, if thought fit, pass the following Resolutions: Special Resolution 1 Company Name: Change of Company Name. THAT with immediate effect, the proposed amendment to change the Company Name as set out in the Explanatory Statement be approved and adopted. Special Resolution 2 Company Name changes to Constitution: Upon the passing of Resolution 1, amendment of Company Constitution with new Company Name. THAT with immediate effect on registration of the change of name with the Australian Securities and Investments Commission, the proposed amendment to change the Company Name throughout the Constitution as set out in the Explanatory Statement be approved and adopted. Special Resolution 3 Board Remuneration: Amendment of Company Constitution clause (Remuneration of Directors). THAT with immediate effect, the proposed amendment to clause (Remuneration of Directors) of the Constitution as set out in the Explanatory Statement be approved and adopted. Special Resolution 4 Appointment of Proxy: Amendment of Company Constitution clause 12.1 (Notices of General Meeting) and clause 17.1 (Entitlement to Appoint a Proxy). THAT with immediate effect, the proposed amendments to clause 12.1 (Notices of General Meeting) and clause 17.1 (Entitlement to Appoint a Proxy) of the Constitution as set out in the Explanatory Statement be approved and adopted. Page 2

4 Resolution 5 Board Directors: Re-election of Andrew Hamilton THAT the re-election of Andrew Hamilton, Non-Executive Director to the Board be approved in accordance with clause 18.3 of the Constitution. Resolution 6 Board Directors: Re-election of Brett Kenny THAT the re-election of Brett Kenny, Non-Executive Director to the Board be approved in accordance with clause 18.3 of the Constitution. Resolution 7 Board Directors: Appointment of Cath Mulcare THAT the appointment of Cath Mulcare, Non-Executive Director to the Board be confirmed in accordance with clause 19.1 of the Constitution. A detailed explanation of the background to and the reasons for these proposed resolutions is set out in the attached Explanatory Statement (which forms part of this notice). *Note: for each special resolution to be passed, at least 75% of the votes cast for that resolution must be in favour. 6. Other Business By order of the Board ANDREA SLATTERY Managing Director / CEO 23 October 2015 Page 3

5 Voting Voting Entitlement 1. The Company (as convener of the Meeting) has determined that a person s entitlement to vote at the Meeting will be the entitlement of that person set out in the register of the SMSF Association s Specialist Members ( Member ) as at 5.00pm CDT on Friday, 23 of October This means that any Member registered at 5.00pm Adelaide time on the 23 rd day of October 2015 is entitled to vote at the Meeting and all Members are entitled to attend the Meeting. Proxies 1. A Member entitled to attend and vote at this Meeting is entitled to appoint a proxy to attend and vote for the Member at the Meeting. A proxy need not be a Member of the Company. A form of proxy accompanies this Notice. In accordance with Section 250BA of the Corporations Act, the Company specifies the following information for the purposes of receipt of proxy appointments: SMSF Association PO Box 6540 Halifax Street ADELAIDE SA 5000 Facsimile Number: (08) Page 4

6 Proxy Form 1. Your details (Please print your name and address) Name: Address: City: State: Postcode: Membership Number: Telephone: 2. Appoints (Please print name and address) Name: Address: Membership Number (if applicable): Or failing the person so named, or if no person is named, the Chairman of the Meeting c/- SMSF Association, Level 1, 366 King William Street Adelaide SA 5000, to vote in accordance with the following directions or, if no directions have been given, as the proxy or the Chairman sees fit at the Annual General Meeting of the SMSF Association to be held on Wednesday, 18 November 2015 commencing at 4.30pm (CDT) and at any adjournment thereof. 3. Special Business 1. To pass the Special Resolution to adopt the change of company name. For Against Abstain 2. To pass the Special Resolution to adopt the change of company name throughout the Constitution. For Against Abstain 3. To pass the Special Resolution to adopt the change to clause (Remuneration of Directors) in the Constitution. For Against Abstain 4. To pass the Special Resolution to adopt the change to clause 12.1 (Notices of General Meeting) and clause 17.1 (Entitlement to Appoint a Proxy) in the Constitution. For Against Abstain 5. To pass the Resolution for Re-election of Andrew Hamilton to the Board: For Against Abstain 6. To pass the Resolution for Re-election of Brett Kenny to the Board: For Against Abstain 7. To pass the Resolution for Appointment of Cath Mulcare to the Board: For Against Abstain 4. Signature: 5. Date: Page 5

7 Proxy Directions Your Vote is Important Guide to completion of Proxy Form overleaf Follow the numbers on the Proxy Form corresponding to the numbers mentioned below. 1. Insert your personal details and your membership number. Your membership number is included as part of your notice of AGM. 2. Insert the name of the person you wish to appoint as your proxy; members cannot appoint themselves. The Chairman of the meeting will act as your proxy if you do not appoint someone. You can vote by proxy even if you plan to attend the meeting. 3. If you wish to direct your proxy how to vote, place a mark in the appropriate box. The vote will be invalid if a mark is made in more than one box for each resolution. 4. Members must sign here. This proxy must be signed by the member or under the hand of an attorney. If this proxy is signed by a person who is not the member then the relevant authority must either have been exhibited previously with the company or be enclosed with this proxy. 5. Members must insert the date here. 1. If you are entitled to cast two or more votes you may appoint two proxies and you may specify the proportion or number of votes each proxy is appointed to exercise. 2. No member shall be entitled to vote either personally or by proxy if his/her subscription has not been paid as at the date of the notice of the general meeting, or if he/she is a Specialist Member unless he/she was a Specialist by 23 October Any previous instrument appointing a proxy must be submitted to the Chairman, Mr Peter Crump or to the Chief Executive Officer, Mrs Andrea Slattery who shall, if such be the case, endorse on the instrument a certificate that the appointer is a Member qualified to vote at meetings to which such instrument relates. 4. The previous instrument appointing a proxy, duly completed with the certificate, must then be deposited at the registered office of the SMSF Association (by way of hand delivery, prepaid post, electronic mail or facsimile) not less than 24 hours before the time of the holding of the meeting at which the person named in such instrument proposed to vote. Certificate of Chairman or Chief Executive Officer I hereby certify that the appointer named above is a member qualified to vote, in accordance with the Constitution, at the meeting to be held on the date mentioned herein. Chairman / Chief Executive Officer day of November 2015 If you require any further information on how to complete the Proxy Form, telephone Mr Brett Kenny, Company Secretary, on (03) Page 6

8 Further Information Copies of Constitution Copies of the current and proposed Constitution and associated Explanatory Statement are available for inspection at the SMSF Association, SMSF House, Level 1, 366 King William Street, Adelaide, or on the website Copies can also be obtained by contacting the SMSF Association on (08) Contacts SMSF Association SMSF House, Level King William Street ADELAIDE SA 5000 PO Box 6540 Halifax Street ADELAIDE SA 5000 Phone: (08) Fax: (08) Web: ea@smsfassociation.com Page 7

9 Explanatory Notes The Explanatory Notes describe the Resolutions and provide an explanation of the proposed changes. The Constitution may only be amended or altered by Special Resolution passed at a general meeting held in accordance with clause 11 of the Constitution. Special Resolution has the meaning set out in the Corporations Act 2001 (Cth) and requires a vote in favour of the proposed resolution by at least 75% of the votes cast of those Members entitled to vote in respect of the resolution. Amendments to the existing Constitution will be considered for adoption at the Annual General Meeting of the SMSF Association on Wednesday, 18 November 2015 in Adelaide. Special Resolution 1. Change of Company Name Purpose In February of this year, the Company undertook a re-branding on the basis of feedback provided by trustees and advisors that the use of the existing name SPAA created confusion within the industry. The Company sought to remove this confusion and ensure that the Company s branding reflected the importance of the industry sector, the breadth of its membership and at the same time was simple and intuitive. To achieve this the Company s branding was changed from SPAA to SMSF Association. The Directors propose to change the Company s name from SMSF Professionals Association of Australia Limited to SMSF Association Limited to reflect this new branding. Special Resolution 2. Company Name changes to Constitution Purpose Subject to the passing of Resolution 1, the Directors propose to make a number of consequential amendments throughout the Constitution to reflect the change of the Company s name from SMSF Professionals Association of Australia Limited to SMSF Association Limited. Proposed amendments to the Constitution The Covering Page and page 3 of the Constitution to be amended as follows: All references to SMSF Professionals Association of Australia Limited to be replaced with SMSF Association Limited. Clause of the Constitution to be amended by replacing it with the following: SMSF Association means SMSF Association Limited ACN , the company constituted by this Constitution; The whole of the Constitution to be amended as follows: All references to SPAA to be replaced with the SMSF Association. Page 8

10 Explanatory Notes Special Resolution 3. Proposed amendment to the Company Constitution (Director Remuneration) as follows: Purpose Clause of the Constitution currently provides that the Directors of the Company will not be remunerated by the Company in respect of their role as a Director unless such remuneration has been approved by the Members in general meeting. Clause does not prevent an Executive Director from receiving remuneration in respect of their role as an employee of the Company. The Directors propose to amend clause to allow the Board to determine the remuneration payable to any Director in respect of that person s role as Director of the Company. The Board is of the view that to operate in a competitive marketplace the SMSF Association needs the ability to attract Directors of the highest calibre. With the increasing level of risk, liability and responsibility on individual directors and boards as a whole, the SMSF Association recognises that Directors are individuals and will be held to account in their governance roles, responsibilities and performance. The increasing level of intellectual capacity and capability to deal with a complex business needs to be acknowledged through strategic leadership. The Board believes each of these factors requires an adequate remuneration structure for Directors. If Special Resolution 3 is passed, it is proposed that the Chairman is to be remunerated the sum of $35,000 per annum for their role and duties as a Chairman and as a Director and that all other Directors, including the Managing Director, will each be remunerated the sum of $25,000 per annum for their roles and duties as a Director. Proposed amendments to the Constitution Clause of the Constitution to be amended by replacing it with the following: Unless otherwise resolved by the Members at an Annual General Meeting, the Directors may be paid remuneration in respect of their role as a Director of the SMSF Association as determined by the Board. Nothing in this clause prevents a Director from being separately remunerated for his or her role as an employee of the SMSF Association. Special Resolution 4. Proposed amendment to the Company Constitution (Proxies) as follows: Purpose Clauses 12.1 and 17.1 of the Constitution currently provide that a Specialist Member can appoint only another Specialist Member, the Chairman or a Director to be their proxy to vote on the appointing Specialist Member s behalf at a general meeting. The Company wishes to remove the requirement for a Specialist Member to be appointed as a proxy. The Directors propose to amend clauses 12.1 and 17.1 to allow a Specialist Member to appoint any person to be a proxy. Page 9

11 Explanatory Notes Proposed amendment to the Constitution Clause 12.1 of the Constitution to be amended by replacing it with the following: 12.1 Contents of notice A notice of a general meeting must: be in writing; set out the place, date and time for the meeting (and, if the meeting is to be held in two (2) or more places, the technology that will be used to facilitate this); state the general nature of the business to be conducted at the meeting; if a Special Resolution is to be proposed at the meeting, set out an intention to propose a Special Resolution and state the Special Resolution; and contain a statement setting out that a Specialist Member has the right to appoint a proxy. Clause 17.1 of the Constitution to be amended by replacing it with the following: 17.1 Entitlement to appoint a proxy A Specialist Member can appoint, by written instrument, the Chairman, Director, Chief Executive Officer, or any other person as the appointing Specialist Member s proxy to vote on the appointing Specialist Member s behalf at a general meeting For the proxy to be valid, it must comply with the requirements set out in clause and clause A proxy is invalid, and no proxy will be taken to be in effect, where these requirements are not complied with. NOTE: A full copy of the Constitution with the proposed amendments set out above in track changes has been provided in the Notice of 2015 Annual General Meeting (Annexure A) and is also available on the company website and at the head office in Adelaide. Page 10

12 Explanatory Notes Resolution 5. Resolutions 5, 6 and 7 for the appointments to the Board are ordinary resolutions. The re-election to the Board of Directors of: Andrew Hamilton Non-Executive Director Andrew Hamilton brings to the SMSF Association a wealth of knowledge and experience, gained from more than 25 years of working within the selfmanaged superannuation fund (SMSF) industry. In February 2014, Andrew stepped down as the Chair of the SMSF Association, after completing two years in the role, and now holds the role of Director of the Board. Andrew s involvement within the SMSF industry commenced in 1992 with the establishment of Cavendish Superannuation Pty Ltd. It was here that Andrew took a small start-up business to an establishment employing over 120 people and managing in excess of 5000 self-managed superannuation funds. Cavendish quickly developed a reputation as being Australia s leading SMSF provider. In June 2012, AMP acquired Cavendish s SMSF Administration and Investment Portfolio Administration operations and Andrew was appointed the role of Managing Director AMP SMSF Administration, which he maintained until mid It is Andrew s broad knowledge of all aspects of superannuation, his experience in running a business, understanding the SMSF Association s membership, as well as his ability to think strategically that position him to offer invaluable insights and advice to the SMSF Association. Andrew has served as a Non-Executive Director to the Board as well as fulfilling Vice Chairman and Chairman terms since In accordance with clause 18.3 of the Constitution, Andrew retires by rotation and being eligible, seeks re-election. The other Board members endorse Andrew s re-election. Page 11

13 Explanatory Notes Resolution 6. Resolutions 5, 6 and 7 for the appointments to the Board are ordinary resolutions. The re-election to the Board of Directors of: Brett Kenny Non-Executive Director Brett is a Director with the accounting firm Rogerson Kenny based in Melbourne. He graduated from Monash University in 1980 with a Bachelor of Economics degree, majoring in Accounting and commenced work with a firm of Melbourne based Chartered Accountants, Touche Ross & Co, that merged to become part of the Big 4 Accounting firm KPMG. In his time at Touche Ross he worked in their Melbourne and Papua New Guinea offices and later also worked in London. Brett joined one of the antecedent firms of Rogerson Kenny in 1984, and was admitted to partnership of the current firm in His role at Rogerson Kenny is providing taxation services to the firm s business and SMSF clients. His firm acts for over 500 businesses and includes clients in manufacturing, wholesale, retail and services based both locally and overseas. The firm s services include SMSF taxation advice, business taxation and accounting, forecasting, benchmarking and general business consultancy. Brett is an SMSF Specialist Advisor, a Fellow of the Chartered Accountants Australia and New Zealand, a Tax Agent and a CPA. Outside office hours Brett s interests include learning to play the guitar (badly), watching his son play football as well supporting his wife and daughter with their basketball obsession. He is also an avid landscape photographer. Brett has served as a Non-Executive Director to the Board since In accordance with clause 18.3 of the Constitution, Brett retires by rotation and being eligible, seeks re-election. The other Board members endorse Brett s re-election. Page 12

14 Explanatory Notes Resolution 7. Resolutions 5, 6 and 7 for the appointments to the Board are ordinary resolutions. The appointment to the Board of Directors of: Cath Mulcare Non-Executive Director Specialising in regulatory affairs, governance and risk management, over the past decade, at KPMG and previously CPA Australia, Cath moved into the role of Chief Financial and Operations Officer at Melbourne Storm to restore credibility and confidence after the salary cap scandal. After the finalisation of the various investigations and improvements to governance and risk systems Cath has moved to a more traditional CFO role at Defence Health bringing together her audit, financial reporting, governance and regulatory experience. Cath was also a Director on the Accounting Professional and Ethical Standards Board and is currently a Director of Make a Wish Foundation of Australia. As Cath was appointed to the Board prior to the 2015 AGM, that appointment must be confirmed by the members of the SMSF Association at the 2015 AGM in accordance with clause 19 of the Constitution. The other Board members endorse Cath s appointment Page 13

15 Explanatory Annexure Notes A (Note the following does not form part of the resolution to amend the Constitution and is for information purposes only). For information purposes only, the following sets out the specific changes to the Company Constitution. Page 14

16 CONSTITUTION OF SMSF PROFESSIONALS ASSOCIATION OF AUSTRALIA LIMITED ACN Dated: [insert] November 2014

17 I N D E X 1. Definitions and interpretation Objects of the SMSF Association Powers Members and the SMSF Association Membership Application for Membership Change of Category of Membership Membership Fees Cessation of Membership Suspension or Cancellation of Membership General meetings Notices of general meetings Quorum for general meetings Conduct of general meetings Voting at general meetings Voting entitlement Proxies The Board Directors Resignation and removal of Directors Proceedings of the Board Powers of the Board Committees Secretary Executive Officers Chief Executive Officer Administrative matters Inspection of records Accounts Notices Indemnity and insurance Application of Income and Property Liability of Members Winding up

18 35. Confidentiality Amendments to this Constitution SCHEDULE Definitions and interpretation Objects of SMSFASMSF Association Powers Members and SMSFASMSF Association Membership Application for Membership Change of Category of Membership Membership Fees Cessation of Membership Suspension or Cancellation of Membership General meetings Notices of general meetings Quorum for general meetings Conduct of general meetings Voting at general meetings Voting entitlement Proxies The Board Directors Resignation and removal of Directors Proceedings of the Board Powers of the Board Committees Secretary Executive Officers Chief Executive Officer Administrative matters Inspection of records Accounts Notices Indemnity and insurance Application of Income and Property Liability of Members Winding up... 29

19 35. Confidentiality Amendments to this Constitution SCHEDULE... 30

20 THE CORPORATIONS ACT 2001 (CTH) COMPANY LIMITED BY GUARANTEE CONSTITUTION of SMSF PROFESSIONALS ASSOCIATION OF AUSTRALIA LIMITED PART A INTRODUCTION 1. Definitions and interpretation 1.1 Definitions ACN In this Constitution, unless a contrary intention appears: Act means the Corporations Act 2001 (Cth) as amended, varied, re-enacted or substituted from time to time; ADI means an authorised deposit taking institution as defined in section 5 of the Banking Act 1959 (Cth) for which an authority under section 9(3) of the Banking Act 1959 (Cth) is in force; Associate Member means a Member classified as an Associate Member under clause 6 who has not ceased to be so classified; Board means the board of Directors of SPAAthe SMSF Association for the time being; Board-Appointed Member means a Member classified as a Board-Appointed Member under clause 6 who has not ceased to be so classified; Business Day means a day on which banks are open for retail banking business in South Australia, other than a Saturday or Sunday; Chairman means the chairman of SPAAthe SMSF Association for the time being appointed pursuant to clause 14.1; Chief Executive Officer means the Chief Executive Officer of SPAAthe SMSF Association for the time being appointed under clause 26; Constitution means this Constitution as modified, varied or replaced from time to time; Director means a director of SPAAthe SMSF Association for the time being and, where relevant, includes an alternate director of a director; Employee means a full-time, part-time or casual employee of SPAAthe SMSF Association and any other person resolved by the

21 - 2 - Board to be an employee of SPAAthe SMSF Association for the purpose of this Constitution; Executive Officer means an Executive Officer of SPAAthe SMSF Association for the time being appointed under clause 25.1; General Member means a Member classified as a General Member under clause 6 who has not ceased to be so classified; Insolvency Event means, in relation to a Member, that Member: committing any act of bankruptcy; calling or threatening to call any meeting with a view to entering into a compromise or arrangement with their creditors; being unable to pay their debts as and when they fall due or otherwise becoming incapable of managing their own affairs for any reason; or experiencing any analogous event Life Member means a Member classified as a Life Member under clause 6 and who has not ceased to be so classified; Managing Director means the Managing Director of SPAAthe SMSF Association for the time being appointed under clause 26.2; Member means any person who is entered in SPAAthe SMSF Association s register of Members for the time being; Membership means membership of SPAAthe SMSF Association; Membership Fee means any fee payable by a Member to SPAAthe SMSF Association; Membership Year means a year ending on 31 March or another period approved at the Board s discretion; month means a calendar month; Objects means the objects of SPAAthe SMSF Association set out in the Schedule; Officer means a Director, Managing Director, agent, Secretary, Chairman, Vice Chairman, Chief Executive Officer, Executive Officer or, where the context permits, other officer as defined in section 9 of the Act for the time being of SPAAthe SMSF Association; Other Rules means any rule, code, condition or obligation imposed by SPAAthe SMSF Association in connection with a person s Membership or category of Membership;

22 Related Body Corporate has the meaning given to that term in the Act; Schedule means the schedule attached to and forming part of this Constitution; Secretary means the secretary of SPAAthe SMSF Association for the time being as appointed under clause 24.1; SPAA SMSF Association means SMSF Professionals Association of Australia Limited ACN , the company constituted by this Constitution; Specialist Member means a Member classified as a Specialist Member under clause 6 who has not ceased to be so classified; Special Resolution has the meaning set out in the Act; Vice Chairman means the Vice Chairman of SPAAthe SMSF Association for the time being appointed pursuant to clause 14.2; and year means twelve (12) months. 1.2 Interpretation In this Constitution, unless the context requires otherwise: the singular includes the plural and vice versa; a gender includes the other genders; headings are used for convenience only and do not affect the interpretation of the Constitution; a reference to a document includes that document as modified from time to time and any document replacing it; if something is to be done on a day which is not a Business Day, then that thing must be done on the next or following Business Day; a reference to a person includes a natural person and any body or entity, whether incorporated or not; a reference to in writing or written includes any communication sent by letter, fax or ; a reference to a specific clause is a reference to a specific clause of this Constitution; a reference to any statute, proclamation, rule, regulation or ordinance includes any amendment, consolidation, modification, reenactment or reprint of it or any statute, proclamation, rule, regulation or ordinance replacing it;

23 a reference to a specified section, clause, paragraph, schedule or item of any statute, proclamation, rule, regulation or ordinance is a reference to the equivalent section of the statute, proclamation, rule, regulation or ordinance which is for the time being in force; including and similar expressions are not words of limitation; monetary amounts are taken to be in Australian currency; a reference to any agency or body, if that agency or body ceases to exist or is reconstituted, renamed or replaced or has its powers or functions removed ( defunct body ), means the agency or body which performs most closely the functions of the defunct body; and subject to the Act, a reference to SPAAthe SMSF Association s financial year is to the period from 1 July (inclusive) of one year to 30 June (inclusive) of the next year. 1.3 Replaceable Rules The replaceable rules are displaced by this Constitution under section 135(2) of the Act and will not apply to SPAAthe SMSF Association. 1.4 Previous Constitution This Constitution replaces all previous constitutions previously adopted by SPAAthe SMSF Association on and from the date the Constitution is adopted. 2. Objects of SPAAthe SMSF Association SPAAThe SMSF Association has been incorporated by its Member(s) to pursue the Objects. 3. Powers 3.1 Powers SPAAThe SMSF Association can: do any thing which it considers will help achieve the Objects; and do any thing ancillary, incidental or consistent with the Objects. 4. Members and SPAAthe SMSF Association 4.1 Association The Members agree to associate with each other as Members of SPAAthe SMSF Association and on the terms and conditions of this Constitution and Other Rules. The Members agree that the rights of Membership in SPAAthe SMSF Association are not transferrable.

24 Relationship Each Member must at all times use reasonable endeavours to aid SPAAthe SMSF Association in achieving the Objects. 4.3 Exercise of rights Each Member agrees with all other Members that they will exercise all voting rights and powers of control available to them in relation to SPAAthe SMSF Association so as to give full effect to this Constitution. PART B - MEMBERS AND MEMBERSHIP 5. Membership 5.1 Membership categories The Membership of SPAAthe SMSF Association is divided into the following categories which may be varied, replaced, added to or removed without replacement at any time by the Board as it determines in its sole discretion: General Members; Specialist Members; Life Members; Associate Members; Board-appointed Members; and such additional or alternate categories as are determined by the Board from time to time. 5.2 Eligibility for Membership A natural person is eligible for a particular category of Membership if that person can demonstrate, to the satisfaction of the Board, that he or she: meets the eligibility criteria for that particular category of Membership; is committed to the Objects; is not in breach of the Constitution or Other Rules; and has the ability and capacity to make a meaningful and constructive contribution to SPAAthe SMSF Association The eligibility criteria for Membership in any one or more categories of Membership detailed in clause 5.1 are as prescribed by the Board from time to time, including any criteria set out in the Other Rules. The Board has the discretion to amend or waive any part of

25 5.3 Change in Status the eligibility criteria at any time in relation to the membership category and in relation to any applicant for a particular category of Membership. A Member must promptly notify SPAAthe SMSF Association in writing of any change in the circumstances of that Member which could reasonably affect that Member's eligibility to belong to a certain category of Membership. 5.4 Rights of Members Only Specialist Members have the right to vote at general meetings of SPAAthe SMSF Association All Members have the right to attend general meetings of SPAAthe SMSF Association. 6. Application for Membership 6.1 Application Each person eligible for a particular category of Membership under clause 5.2 can apply for Membership on the condition that they: agree in writing to observe and perform the provisions of this Constitution and Other Rules relevant to their category of Membership; complete an application form prescribed by the Board to the satisfaction of the Board; pay a joining fee to SPAAthe SMSF Association in the amount as determined by the Board from time to time; and agree in writing to provide a guarantee not exceeding ten dollars ($10.00) to defray liabilities and expenses of SPAAthe SMSF Association upon its winding up or dissolution. 6.2 Register Upon acceptance of an application by an eligible person for Membership or a particular category of Membership, the Board will authorise that person's name to be entered on the register of Members and the Member be classified into the particular category of Membership. 6.3 Rejection of application The Board can reject any application for Membership in its discretion without giving reasons for its decision. 7. Change of Category of Membership A Member can apply to the Board, at any time, to have his or her Membership category altered. The Member s application will be considered by the Board or a

26 - 7 - committee or secretariat which has been delegated such powers by the Board. If a Member's application under this clause 7 is approved, SPAAthe SMSF Association will amend the register of Members accordingly. The Board may in its discretion determine to alter a Member s category of Membership if it determines that a Member no longer satisfies the eligibility criteria for that category of Membership under clause Membership Fees 8.1 Liability for Membership Fees Subject to clause 8.2 below, all Members are liable to pay Membership Fees to SPAAthe SMSF Association. 8.2 Waiver and reduction of Membership Fees The Board may, for a particular Membership Year: waive the payment of Membership Fees by a Member; reduce the Membership Fees payable by a Member; or elect whether or not to provide a refund of any Membership Fees paid or owing by a Member. 8.3 Different rates of Membership Fees Membership Fees may be set at different rates for each category of Membership as determined by SPAAthe SMSF Association in its sole discretion. 8.4 Payment of Membership Fees Members must pay their Membership Fees annually in advance on the date determined by the Board or by such other means determined by the Board. 8.5 Additional Fees and Levies The Board can determine from time to time the amount and frequency of any fees or levies (in addition to Membership Fees and the joining fee) which are payable by Members All Members will pay additional fees and levies determined under clause in accordance with the Board's direction. 9. Cessation of Membership 9.1 Withdrawal A Member s Membership can be cancelled by the Member by notice in writing, the notice to take effect on the date one (1) month from its receipt at SPAAthe SMSF Association s registered office. In this event, that Member will be removed from the register of Members.

27 9.2 Death A Member whose Membership is withdrawn in accordance with clause must pay to SPAAthe SMSF Association all fees and levies accrued (if any) at the date of the notice. A Member's Membership will be cancelled upon the death of that Member. In this event, that Member will be removed from the register of Members from the date of the death of the Member. 9.3 Cancellation of Membership A Member ceases to be a Member if that Member s Membership is cancelled under clause 10. In this event, that Member will be removed from the register of Members and must pay to SPAAthe SMSF Association all fees and levies accrued (if any) at the date of cancellation. 10. Suspension or Cancellation of Membership 10.1 Suspension of Membership The Membership (in all categories) of a Member is suspended with immediate effect if: the Member has failed to pay his or her Membership Fees for a period of three (3) months from the due date for payment; the Member no longer satisfies any one or more of the conditions of Membership under clause 5.2; the Member has supplied false or misleading information to SPAAthe SMSF Association (including by omission) in connection with their Membership; the Member suffers from an Insolvency Event; the Member is subject to an investigation by the Australian Securities and Investments Commission (ASIC) in respect of conduct that may (in the opinion of the Board in its absolute discretion) give rise to the Member being banned from providing financial services or being disqualified from managing a corporation or like penalty; the Member is charged with an offence involving theft, fraud, deception, forgery, evasion or dishonesty or any other similar offence; a recognised professional body or industry body with whom the Member has held membership acts to suspend or cancel that membership in connection with the alleged misconduct of the Member; or the Board forms a view that the conduct (including alleged conduct) of the Member or of the Member s employer or of an associate of the Member might be

28 - 9 - prejudicial to the interests, Objects or reputation of SPAAthe SMSF Association During any period of suspension of Membership all rights associated with Membership shall cease to be available to the Member and the Member must not represent himself or herself to be a Member of SPAAthe SMSF Association for the duration of the suspension The Board may upon application from a Member determine in its absolute discretion to lift a suspension on a Member s Membership if in all of the circumstances it determines it is appropriate to do so Cancellation of Membership The Membership (in all categories) of a Member is cancelled if: the Member has failed to pay his or her Membership Fees for a period of six (6) months from the due date for payment (or such longer period as the Board may determine in its sole discretion); the Member is declared bankrupt; ASIC bans the Member from providing financial services or the Member is otherwise disqualified or banned from providing financial services or from managing a corporation or is subjected to a like penalty; the Member is convicted of an offence involving theft, fraud, deception, forgery, evasion or dishonesty or any other similar offence; following suspension of the Member the Board determines in all of the circumstances it is appropriate to cancel the Membership of the Member; or the Member s Membership has been suspended for a period of twelve (12) months or such longer period as the Board may determine in its sole discretion and the Board has not determined to lift the suspension pursuant to clause Prior to the Board determining to cancel a Member s Membership under clause the Board shall notify the Member of the proposal to cancel the Member s Membership and provide the Member with a reasonable opportunity to provide information to the Board in connection with the proposed cancellation of his or her Membership The Board may upon application from a person who has had their membership cancelled under clause determine in its absolute discretion to reinstate the person s membership if in all of the circumstances it determines it is appropriate to do so. Such application must be made to the Board within six (6) months of the

29 10.3 Requirements for notice cancellation of membership, or such longer period as the Board may determine in its sole discretion. The notice referred to in clause must: contain particulars of what is alleged against the Member; and inform the Member of his or her right to appear before the Board or secretariat (to whom the Board has delegated its power to hear or review a Member s explanation or defence) to give any explanation or defence the Member thinks fit, either orally or in writing, before the intended cancellation of the Member s Membership Notice of suspension or cancellation If a Membership is suspended or cancelled under this clause 10, SPAAthe SMSF Association must inform the Member in writing within thirty (30) days from the date that SPAAthe SMSF Association determines the suspension or cancellation of that Membership Penalty 10.6 Fines SPAAThe SMSF Association is entitled to impose a fine upon a Member in lieu of suspending that Member s Membership, provided that the Member consents to payment of the fine and makes payment of the fine when due and payable (as stipulated by SPAAthe SMSF Association and notified to the Member). An agreement by SPAAthe SMSF Association to impose a fine in lieu of suspension will not limit SPAAthe SMSF Association s rights to impose a suspension where for whatever reason the Member does not fully comply with the payment terms of the fine. PART C - MEETINGS OF MEMBERS 11. General meetings 11.1 Annual general meetings SPAAThe SMSF Association must hold an annual general meeting once in each calendar year, and no later than five (5) months after the end of SPAAthe SMSF Association s financial year Venue of annual general meeting An annual general meeting may be held at such place as the Board sets for the meeting Business of annual general meeting The business of the annual general meeting must include the following matters:

30 considering SPAAthe SMSF Association s annual financial report, directors report and auditor s report; the election of Directors; and the appointment of SPAAthe SMSF Association s auditor (if applicable) General meetings All general meetings other than annual general meetings are referred to as general meetings Convening general meetings The Board can convene a general meeting whenever it thinks fit at any place it thinks fit Amount of notice The Board, in convening a general meeting, must give not less than twenty one (21) days written notice of the meeting, or such lesser period of time as may be allowed under the Act Use of technology SPAAThe SMSF Association can hold a meeting of its Members at two (2) or more venues, using any technology that gives the Members as a whole a reasonable opportunity to participate. 12. Notices of general meetings 12.1 Contents of notice A notice of a general meeting must: be in writing; set out the place, date and time for the meeting (and, if the meeting is to be held in two (2) or more places, the technology that will be used to facilitate this); state the general nature of the business to be conducted at the meeting; if a Special Resolution is to be proposed at the meeting, set out an intention to propose a Special Resolution and state the Special Resolution; and contain a statement setting out the following information: that a Specialist Member has the right to appoint a proxy; and that the proxy needs to be another Specialist Member.

31 Sending notice of meeting A notice of general meeting must be given to each Member, the Directors and the auditor for SPAAthe SMSF Association The notice of general meeting sent to Specialist Members must also contain a statement in relation to a proxy and provide a written form of proxy that complies with clause Failure of notice Inadvertent or accidental failure to give a notice of a general meeting to one (1) or more Members, or non-receipt of a notice of a meeting by one (1) or more Members, does not invalidate the notice or the meeting. 13. Quorum for general meetings 13.1 Requirement for quorum No business is to be conducted at a general meeting unless a quorum of Members is at the meeting when it proceeds to business Quorum A quorum of Members is eight (8) Members Absence of quorum If a quorum is not present within thirty (30) minutes after the time for the meeting set out in the notice of meeting, the meeting is dissolved Adjourned meeting Notwithstanding clause 13.3, if a quorum is not present for a general meeting within thirty (30) minutes after the time for the meeting set out in the notice of meeting, the meeting is adjourned to the date, time and place the Directors specify. If the Directors do not specify, the meeting is adjourned to the same day in the next week and at the same place and time. If, at the adjourned meeting, a quorum is not present within thirty (30) minutes after the time appointed for the meeting, 50% of Members present in person or by their representative or proxy will constitute a quorum. If this reduced quorum is not present at the adjourned meeting, the meeting is dissolved. 14. Conduct of general meetings 14.1 Chairman The Board must select and appoint one of its number as Chairman for such term as the Board determines Notwithstanding clause , the Board may remove or replace the Chairman at any time as it determines in its sole discretion Vice Chairman The Board may select and appoint one of its number as Vice Chairman for such term as the Board determines.

32 Notwithstanding clause , the Board may remove or replace the Vice Chairman at any time as it determines in its sole discretion General meetings The Chairman will serve as Chairman at general meetings and the Vice Chairman will act as Vice Chairman Alternative chairman At a general meeting where the Chairman is not present within fifteen (15) minutes after the time appointed for the holding of the meeting or is unwilling to act, the Vice Chairman (if any) must act as chairman of the meeting. If there is no such person or that person is absent or unable or unwilling to act, the Directors involved must elect one of their number to be the alternative chairman of the meeting Adjournment of general meeting The chairman of a general meeting can adjourn the meeting (and must do so if directed by a resolution of the Members at a general meeting) provided that: no business is to be done at an adjourned meeting except business left unfinished at the meeting from which the adjournment took place; when a meeting is adjourned for thirty (30) days or more, notice of the adjourned meeting must be given as for an original meeting as set out in clause 12; and except as provided in this clause 14.5, it is not necessary to give notice of an adjournment or of the business to be done at an adjourned meeting. 15. Voting at general meetings 15.1 Member voting Unless the law requires or this Constitution provides otherwise, all resolutions put to Members require approval by ordinary resolution Resolution by show of hands unless poll demanded At a general meeting, a resolution put to the vote of the meeting will be decided on a show of hands unless a poll is demanded (before or on the declaration of the results of the show of hands) by: the chairman of the meeting; or at least three (3) Members present in person or by representative or proxy and entitled to vote on the resolution; or a Member or Members present in person or representative or proxy with at least 5% of the votes that can be cast on the resolution.

33 Withdrawal of demand for poll A demand for a poll can be withdrawn Passing a resolution On a show of hands, a declaration by the chairman of the meeting is conclusive evidence of the result Time for poll If a poll is duly demanded, it must be taken in such manner, either at once or after an interval or adjournment or otherwise, as the chairman of the meeting directs. However, a poll demanded on the election of the chairman of the meeting or on a question of adjournment must be taken immediately Equality of Votes In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting has a casting vote in addition to any vote the chairman of the meeting may have in his or her capacity as a Specialist Member and/or Board Director Result of poll 16. Voting entitlement The result of a poll will be the resolution of the meeting at which the poll was demanded Voting entitlement on a show of hands At a general meeting, on a show of hands or on a poll, every Specialist Member and every Board Director who is not a Specialist Member has one (1) vote Inability to vote A Specialist Member cannot vote at a general meeting unless all money then payable by the Specialist Member to SPAAthe SMSF Association (including Membership Fees) has been paid as at the date of the notice of the general meeting Objections to vote An objection can be made to a voter s qualification only at the meeting or adjourned meeting at which the vote of the voter whose qualification is objected to is given or tendered An objection so made will be referred to and determined by the chairman of the meeting, whose decision is final A vote objected to, but not disallowed, is valid for all purposes.