CONSTITUTION Australian Podiatry Association Limited ACN 008 488 748 ABN 24 008 488 748 APodA Ltd Constitution 13 JUNE 2017 Page 1 of 38
TABLE OF CONTENTS Part A The Company... 4 1. Name and type of company... 4 2. Definitions and interpretation... 4 3. Objects... 6 4. Powers... 7 5. Application of income and property... 7 Part B Membership... 8 6. Scope of Membership... 8 7. Becoming a Member... 8 8. Membership rights... 9 9. Legal effect of Constitution... 10 10. Cessation of membership... 10 11. Membership fees... 10 12. Conduct of Members... 11 13. Expulsion of Member... 11 14. Rights not transferable... 12 Part C - General Meetings... 12 15. Calling of general meeting... 12 16. General meetings called by Members... 13 17. Annual general meetings... 13 18. Notice of general meetings... 14 19. Cancellation or postponement of general meeting... 15 20. Technology... 15 21. Quorum... 15 22. Chair for general meetings... 16 23. Conduct of general meetings... 16 24. Adjournment of general meeting... 16 25. Entitlement to vote at general meetings... 17 26. Objections to right to vote... 17 27. How voting is carried out... 17 28. Polls... 18 29. Member appointment of proxy or attorney... 18 30. Rights of proxies and attorneys of Members... 19 31. Representatives... 20 32. Members' resolutions... 20 33. Direct voting... 20 34. Non-Members attending a general meeting... 21 Part D - Board of Directors... 21 35. Number of Directors... 21 36. Director eligibility... 21 37. Appointment and retirement of Directors... 21 38. Appointed Directors... 22 39. Vacation of office of Directors... 22 40. Casual vacancies... 22 41. Election of Directors by Members... 23 42. Term limit for Directors... 24 43. Alternate Directors... 25 44. Removal of Director... 25 45. Office Bearers... 25 46. Powers of the Board... 26 47. Delegation by the Board... 26 48. Regional Committees... 26 49. Other Committees... 27 50. All Committees... 28 51. Duties of Directors... 28 52. Payments to Directors... 28 Part E - Board meetings... 29 53. Calling of Board meetings... 29 APodA Ltd Constitution 13 JUNE 2017 Page 2 of 38
54. Notice... 29 55. Quorum... 29 56. Chair... 29 57. Voting and decisions... 30 58. Use of technology... 30 59. Resolutions made outside of Board meetings... 30 60. Directors interests... 31 61. Validity of acts... 31 Part F - Records... 31 62. Minutes... 31 63. Registers... 32 64. Financial records... 32 65. Inspection of records... 32 Part G - Administration... 32 66. Company Secretary... 32 67. Financial year... 32 68. Auditor... 32 69. Alteration of Constitution... 32 70. Notices... 32 71. Indemnity and insurance... 33 72. Insurance... 34 73. Contracts with officers... 34 74. Execution of documents... 34 75. Winding Up... 35 76. Patron... 35 Schedule of transitional arrangements... 36 APodA Ltd Constitution 13 JUNE 2017 Page 3 of 38
Australian Podiatry Association Limited Constitution Part A The Company 1. Name and type of company 1.1. The name of the company is Australian Podiatry Association. 1.2. The Company is a not-for-profit public company limited by guarantee. 1.3. The liability of Members is limited to the guarantee amount in clause 1.4. 1.4. Each Member must contribute an amount of $10.00 (the guarantee) to the property of the Company if the Company is wound up while the Member is a Member, or within 12 months after they stop being a Member, and this contribution is required to pay for the: a. debts and liabilities of the Company incurred before the Member stopped being a Member, or b. costs of winding up. 2. Definitions and interpretation 2.1. In this Constitution unless contrary intention appears: "ACNC Act" means the Australian Charities and Not-for-profits Commission Act 2012 (Cth). Ad Hoc Committee means a committee referred to in clause 47.1.c. AHPRA means the Australian Health Practitioner Regulation Agency. Appointed Director means an individual appointed as a Director in accordance with clause 38.1. "Board" means the Directors meeting as the board of the Company that is constituted by the individuals who hold office as Directors, from time to time. Chair means the relevant individual appointed to chair: a. a general meeting under clause 22 ; or b. a Board meeting under clause 56.1. Committee means a Regional Committee, Ad Hoc Committee or a Standing Committee as the case may be. Company means Australian Podiatry Association ACN 008 488 748. APodA Ltd Constitution 13 JUNE 2017 Page 4 of 38
Company Secretary means any individual appointed by the Board in accordance with clause 66 to perform the duties of company secretary of the Company. "Constitution" means this Constitution as amended or supplemented from time to time. "Corporations Act" means the Corporations Act 2001 (Cth). Director means any individual holding a position of director of the Company, including the Office Bearers, as appointed or elected pursuant to this Constitution and if the Company is registered under the ACNC Act the Directors would be responsible entities in accordance with the ACNC Act. Elected Director means an individual elected as a Director by the Members in accordance with clause 35.1. Member means a Member of the Company pursuant to Part B Membership. Non-voting Member means a person that is a Non-voting Member in accordance with clause 6.4. Objects means the purpose for which the Company is established as set out in clause 3. Office Bearer means a Director holding the position of President or Vice-President of the Company in accordance with clause 45. Patron means an individual appointed to the position of Patron of the Company in accordance with clause 76. Podiatrist means an individual who is nationally registered as an allied health professional to assess, diagnose and treat diseases and other conditions of the foot and related lower limb or who is recognised by the Board as having appropriate qualifications in podiatry. President means the Elected Director appointed as President of the Company in accordance with clause 45. Region means a geographic area as determined from time to time by the Board where that geographic area may be based on postcodes within: i. the boundaries of the Australian States and/or Territories; ii. partial Australian States and/or Territories; or iii. combined areas of Australian States and/or Territories. Regional Committee means a committee referred to in clause 48. Representative means a person appointed under the Corporations Act by a body corporate that is a Member to act as its representative. APodA Ltd Constitution 13 JUNE 2017 Page 5 of 38
Returning Officer means a person appointed by the Board as returning officer for the election of Directors. Special Resolution has the same meaning as in the Corporations Act. Standing Committee means a committee referred to in clause 47.1.d. Vice President means the Elected Director appointed as Vice President of the Company in accordance with clause 45. Voting Member means an individual who is a Voting Member in accordance with clause 6.3. 2.2. Reading this constitution with the Corporations Act: a. The replaceable rules set out in the Corporations Act do not apply to the Company except to the extent that they are repeated in this Constitution. b. If the Company is a charity registered under the ACNC Act, the ACNC Act and the Corporations Act override any clauses in this Constitution which are inconsistent with those Acts to the extent that the Acts apply. c. If the Company is not a charity registered under the ACNC Act, the Corporations Act overrides any clause in this Constitution which is inconsistent with that Act to the extent that the Act applies. d. A word or expression that is defined in the Corporations Act, or used in that Act and covering the same subject, has the same meaning in this Constitution as in that Act. 2.3. The following rules of interpretation apply unless contrary intention appears: a. a reference to any legislation or to any provision of any legislation includes any regulations made under it and any statutory modification or replacements thereto for the time being in force; b. a reference to a clause is a reference to a clause of this Constitution and includes any further embedded content; c. the words writing and written means printing, typewriting and all other means of representing or reproducing words in visible form; d. the word person means a natural person or any company, corporation, association, body or entity whether incorporated or not; e. singular includes plural and vice versa; f. where a word or phrase is defined, its other grammatical forms have corresponding meaning; g. headings, bold type and italics are for convenience only and do not affect the interpretation of this Constitution. 3. Objects 3.1. The Objects of the Company are to promote the improvement of foot and lower limb health of the community by advancing and encouraging an understanding APodA Ltd Constitution 13 JUNE 2017 Page 6 of 38
and awareness of the diseases and other conditions of the human foot and lower limb, of the treatments for and preventions of those diseases and other conditions and the contribution that can be made by Podiatrists and other health professionals. 3.2. To support the Objects the Company will: a. educate and guide in the education and continuing development of Podiatrists, the profession of podiatry and other health professionals in the diseases and other conditions of the foot and lower limb and the treatment and prevention of those diseases and other conditions; b. educate the community in the diseases and other conditions of the foot and lower limb and the nature of treatment and the means of prevention of those diseases and other conditions that Podiatrists and other health professionals can provide; c. promote research into diseases and other conditions of the foot and lower limb and into the treatment and prevention of those diseases and other conditions by Podiatrists and other health professionals; d. work with relevant health organisations including government organisations on the promotion of foot and lower limb health including promoting the professional care and treatment of foot and lower limb diseases and other conditions by Podiatrists and other health professionals; e. promote good-practice standards of evidence-based care and treatment, including preventative treatment, for diseases and other conditions of the foot and lower limb to Podiatrists and other individuals working in the field of podiatry; f. promote ethical behaviour and standards of professional conduct to Podiatrists and other individuals working in the field of podiatry for the ultimate benefit of individuals being treated for diseases and other conditions of the foot and lower limb; and g. do anything ancillary or incidental to the Objects. 4. Powers 4.1. The Company has the legal capacity and powers of a company limited by guarantee set out under section 124(1) of the Corporations Act and may only exercise such powers to: a. pursue its Objects; and b. do all things incidental or convenient in relation to the exercise of power under sub-clause (a). 5. Application of income and property 5.1. The income and property of the Company will only be applied towards the promotion of the Objects. 5.2. The Company must not distribute any surplus, income or assets directly or indirectly to its Members in the form of dividends or distribution of profits. APodA Ltd Constitution 13 JUNE 2017 Page 7 of 38
5.3. Clause 5.2 does not prevent the Company from paying a Member: a. by way of reimbursement for expenses properly incurred by the Member on behalf of the Company; b. in return for any services rendered or goods supplied in the ordinary course of business to the Company; c. as a Director in accordance with clause 52; or d. for any other bona fide reason or purpose for the attainment of the Objects. Part B Membership 6. Scope of Membership 6.1. Membership shall be open to persons who have an interest in the Objects. The number of Members is unlimited. 6.2. There are two classes of membership of the Company: a. Voting Members; and b. Non-voting Members. 6.3. The Voting Members of the Company comprise individuals who are Podiatrists and whom the Board admits as Voting Members in accordance with this Constitution. Individuals with a current registration with AHPRA through the Podiatry Board of Australia who apply for membership must be admitted as a Voting Member subject to this Constitution. 6.4. The Non-voting Members of the Company comprise such individuals and bodies corporate that are not eligible to be a Voting Member which the Board admits as Non-voting Members in accordance with this Constitution. 6.5. The Board may create categories within a class of membership on such conditions and criteria as the Board may determine, provided the eligibility is in accordance with clauses 6.1, 6.3 & 6.4 and the rights within each class of membership are in accordance with clause 8.2. 7. Becoming a Member 7.1. Membership is open to any person that: a. meets the membership eligibility criteria prescribed from time to time by the Board for the relevant class of membership; and b. demonstrates to the satisfaction of the Board that they are supportive of or has a bone fide interest in the achievement of the Objects of the Company; and c. completes and lodges an application for membership in the form and manner, and providing such supporting information, as may be from time to time prescribed by the Board; and APodA Ltd Constitution 13 JUNE 2017 Page 8 of 38
d. pays any membership related fees prescribed by the Board when lodging the application for membership; and e. agrees to be bound by any code of ethics if they are a Voting Member; and f. is accepted to membership by the Board. 7.2. The Board may delegate the authority to consider and determine membership applications. 7.3. The Company must notify the applicant of the Board s decision to accept or reject the application for admission to membership in accordance with the procedures as determined by the Board. The Board does not need to give any reason for rejecting an application. 7.4. An applicant becomes a Member and is entitled to exercise the rights and privileges of that membership when their name is entered in the register of Members. 7.5. Any moneys paid in accordance with clause 7.1d. by a person whose application for membership is rejected must have all such moneys returned to them. 8. Membership rights 8.1. The Members acknowledge that: a. the rights of Members in a particular class may be varied with the written consent of Members in that class where at least 75% of the votes received are in favour, or with approval of a special resolution passed at a meeting of the Members in that class. The provisions of this Constitution relating to general meetings apply, so far as they can and with such changes as are necessary, to each meeting of the Members of that class; and b. the rights of Members of a particular class are not to be taken as being varied by the admission of further Members to that class or the addition of further categories of membership within a class. 8.2. Members are entitled to: a. receive notices of and to attend and be heard at a general meeting; b. except for Non-voting Members, vote at a general meeting; c. except for Non-voting Members, vote in elections for Directors; d. except for Non-voting Members, be elected or appointed as an Elected Director if eligible under this Constitution; and e. be appointed as Appointed Directors. 8.3. The Board may transfer a Member from one class or category of membership to another class or category provided the Member consents to the transfer and satisfies the eligibility criteria for the new category. Where a Member ceases to APodA Ltd Constitution 13 JUNE 2017 Page 9 of 38
be eligible to be a Voting Member in accordance with clause 6.3 they must be transferred to be a Non-voting Member. 9. Legal effect of Constitution 9.1. This Constitution constitutes a contract between: a. the Company and each Member; b. the Company and each Director; and c. each Member and each other Member under which each person referred to above agrees to comply with and be bound by the provisions of this Constitution so far as they apply to that person. 10. Cessation of membership 10.1. A Member may resign from membership of the Company by giving written notice to the Company. The resignation of a Member takes effect on the date of receipt of the notice of resignation or any later date provided in the notice. 10.2. A Member ceases to be a Member: a. if membership lapses under clause 11.4; b. on the death of the Member or if the Member is a body corporate if the Member is wound up or deregistered; c. if the Member is a registered Podiatrist and their registration is revoked by the Podiatry Board of Australia for disciplinary reasons unless the Board resolves otherwise; d. if the Member is expelled under clause 13; e. if the Member is convicted of an indictable offence unless resolved otherwise by the Board; or f. in any other circumstances prescribed in the terms of membership applicable to the Member or in the failure to satisfy any undertaking given by the Member upon the Member s admission to membership on the date that the Board resolves to cease the membership unless the Board resolves otherwise. 10.3. Any Member who ceases to be a Member: a. will not be entitled to any refund or part refund of any membership fee; and b. will not be readmitted as a Member until any unpaid monies outstanding at the time they ceased to be a Member are paid including any interest or other charges levied on any outstanding monies. 11. Membership fees 11.1. The Board may from time to time charge fees to Members including annual membership fees. The Board may determine different amounts of such fees to be charged: APodA Ltd Constitution 13 JUNE 2017 Page 10 of 38
a. to each Member; or b. to each class or category of membership; or c. as between Members within a class or category of membership. 11.2. Fees are payable at such times and in such manner as determined by the Board. 11.3. The Board may at its discretion determine that no fee, in full or in part, is payable by a Member or a particular class or category of membership. 11.4. If any outstanding amount of any membership fee due and payable by a Member is not received by the Company within 30 days after the date that a final demand for payment is sent to the Member, the membership of the Member shall without any further action be terminated. 12. Conduct of Members 12.1. The Board may make policies and by-laws regarding the conduct of Members. This may include establishing a code of ethics. Any such by-law or code of ethics that directly impinges on Members does not take effect until it is approved by the Voting Members by ordinary resolution at a general meeting. 12.2. Subject to clauses 12.1 & 13, the Board may implement policies and procedures relating to the disciplining of Members that in the opinion of the Board: a. have failed to comply with this Constitution; b. have failed to comply with any policies, by-laws or code of ethics referred to in clause 12.1; or c. are guilty of any conduct which, in the opinion of the Board is unbecoming of a Member or prejudicial to the interest of the Company. 12.3. The Board may establish or delegate to a disciplinary Committee that will have the power to investigate such complaints or disciplinary matters about a Member and to make recommendations to the Board. 12.4. Procedural fairness must be applied to any procedures relating to the disciplining of Members. 12.5. Disciplinary action against a Member may include suspension of membership or expulsion. 13. Expulsion of Member 13.1. A Member may only be expelled from membership subject to the following provisions being fulfilled: a. In the opinion of the Board, the Member: i. has failed to comply with this Constitution; ii. has failed to comply with any policies, by-laws or code of ethics referred to in clause 12; or APodA Ltd Constitution 13 JUNE 2017 Page 11 of 38
iii. is guilty of any conduct which, in the opinion of the Board is unbecoming of a Member or prejudicial to the interest of the Company. b. The Member is given 28 days written notice of the date when the Board will consider the matter of expulsion. The notice is to outline the grounds for expulsion and how the Member may address the Board or provide a written submission in response to the allegations. c. If the resolution to expel the Member is passed by the Board, the Member is notified within 14 days of the date of the resolution. The notice must state that the Member has 21 days from the date of the notice (or such later time as the Board may decide) to advise the Board in writing that the Member wishes to appeal the resolution of the Board by referring the matter to a general meeting of the Members. 13.2. In the event of an appeal against the expulsion: a. the Member must be given an opportunity to put their case to the meeting of Members by giving the Company a written statement for circulation to the Members (providing that the statement is under 1,000 words and in the opinion of the Secretary is not defamatory) and/or speaking to the motion at the meeting; b. the appellant's Membership is terminated only if the meeting of Members upholds by ordinary resolution the determination of the Board, and in that event, Membership is terminated at the date of the meeting of Members. 14. Rights not transferable 14.1. A right, privilege or obligation which a person has by reason of being a Member: a. is not capable of being transferred or transmitted to another person; and b. terminates upon the person ceasing to be a Member. Part C - General Meetings 15. Calling of general meeting 15.1. The Board may call a general meeting whenever it sees fit. 15.2. A written request to the Company for a general meeting to be held for a proper purpose may be made by Voting Members with at least 5% of the votes that may be cast at a general meeting, provided the Board may accept a lesser percentage. 15.3. The Board must: a. within 21 days of the Members request in clause 15.2 give all Members notice of a general meeting, and b. hold the general meeting within 2 months of the Members request. APodA Ltd Constitution 13 JUNE 2017 Page 12 of 38
15.4. The percentage of votes that Members have (in clause 15.2) is to be worked out as at midnight (Australian Eastern Time) on the day before the Company receives the Members request for the meeting. 15.5. The Members who make the request for a general meeting must: a. state in the request the resolution to be proposed at the meeting which must be for a proper purpose; b. sign the request; and c. give the request to the Company. 15.6. Separate copies of a document setting out the request may be signed by the Members if the wording of the request is the same in each copy. 16. General meetings called by Members 16.1. If the Board does not call the meeting within 21 days of being requested under clause 15.2, provided the meeting is for a proper purpose, 50% or more of the Members who made the request may call and arrange to hold a general meeting. 16.2. To call and hold a meeting under clause 16.1, the Members must: a. as far as possible, follow the procedures for general meetings set out in this Constitution; b. call the meeting using the list of Members on the Company s Member register, which the Company must provide to the Members making the request at no cost; and c. hold the general meeting within 3 months after the request was given to the Company. 16.3. The Company must reimburse the Members who request the general meeting any reasonable expenses they incur because the Board did not call and hold the meeting. 17. Annual general meetings 17.1. A general meeting called the annual general meeting must be held within 5 months at the end of the Company s financial year. 17.2. The business of the annual general meeting may include the following matters even if not referred to in the notice of meeting: a. consideration of any annual financial report, Directors report and any auditor s report; b. election or announcement of Directors; and c. appointment of the auditor, if any. 17.3. All other business transacted at an annual general meeting and all business transacted at any other general meeting is special business. APodA Ltd Constitution 13 JUNE 2017 Page 13 of 38
17.4. The business of the annual general meeting also includes any other business which under this Constitution or the Corporations Act ought to be transacted at an annual general meeting but for any such business to be considered it must be included in the notice calling the meeting. 17.5. If the Company's auditor or the auditor's representative is at the meeting, the Chair of an annual general meeting must allow a reasonable opportunity for the Members as a whole at the meeting to ask the auditor or their representative questions relevant to the conduct of the audit and the preparation and content of the auditor's report, if any. 18. Notice of general meetings 18.1. At least 28 days' notice of a general meeting must be given in writing to those persons who are entitled to receive notice of a general meeting. 18.2. Subject to clause 18.3, notice of a meeting may be provided less than 28 days before the meeting if: a. for an annual general meeting, all the Members entitled to attend and vote at the annual general meeting agree beforehand, or b. for any other general meeting, Members with at least 95% of the votes that may be cast at the meeting agree beforehand. 18.3. Notice of a meeting cannot be provided less than 28 days before the meeting if a resolution will be moved to: a. remove a Director; b. appoint a Director in order to replace a Director who was removed; c. remove an auditor; or d. consider a Special Resolution. 18.4. Notice of a general meeting must be given to: a. each Member; b. each Director; and c. the Company's auditor, if any. 18.5. No other person is entitled to receive notice of general meetings. 18.6. A notice of a general meeting must: a. set out the place, date and time for the meeting (and, if the meeting is to be held in 2 or more places, the technology that will be used); b. subject to clause 17.2, state the general nature of the meeting's business; c. if a Special Resolution is to be proposed at the meeting, set out an intention to propose the Special Resolution and state the resolution; and d. a statement that Voting Members have the right to appoint proxies and the relevant proxy form. APodA Ltd Constitution 13 JUNE 2017 Page 14 of 38
18.7. The accidental omission to give notice of any general meeting to or the nonreceipt of the notice by any person entitled to receive notice of a general meeting under this Constitution does not invalidate the proceedings at or any resolution passed at the meeting. 19. Cancellation or postponement of general meeting 19.1. The Board may cancel or postpone or change the venue of a general meeting (other than a meeting requisitioned by Members) at any time prior to the meeting. 19.2. The Board must endeavour to notify each person entitled to receive notice of the meeting of the cancellation, postponement or change of venue. Any failure to notify any person entitled to receive notice of the meeting or failure of a person to receive a notice will not affect the validity of the cancellation, the change of venue or the postponement of the meeting. 19.3. If a general meeting is convened pursuant to a request by Members, the Board may not postpone or cancel the general meeting without the consent of a majority of the requesting Members. 20. Technology 20.1. The Company may hold a general meeting at 2 or more venues using any technology that gives the Members as a whole a reasonable opportunity to participate. 20.2. Anyone using this technology is taken to be present in person at the meeting and may vote if entitled to do so under this Constitution. 21. Quorum 21.1. No business shall be transacted at a general meeting unless a quorum is present. The quorum for a general meeting is the number of Voting Members entitled to vote and present that is equal to the number of Directors in office at the time plus 2. 21.2. A Member is taken to be present at a general meeting if the Member is present in person or by proxy or attorney. For the purposes of determining the quorum, each individual present will be counted only once. 21.3. If within half an hour after the appointed time for the commencement of a general meeting a quorum is not present: a. the meeting if convened upon the requisition of Members shall be dissolved; b. in any other case the meeting shall stand adjourned to such other day and at such other time and place as the Chair or President may determine, provided that if the Chair is appointed in accordance with clause 22.2.c the determination is in consultation with the Company Secretary. APodA Ltd Constitution 13 JUNE 2017 Page 15 of 38
21.4. If at the adjourned meeting the quorum is not present within half an hour after the appointed time for the commencement of the meeting, then the meeting will lapse. 22. Chair for general meetings 22.1. The President will be the Chair for each general meeting. 22.2. If the President is not present within 15 minutes after the time appointed for the commencement, or is unable or unwilling to act, the following may chair the meeting (in order of precedence): a. the Vice-President; b. if the Vice-President is not present or is unable or unwilling to act, any other Director present shall be Chair and if there are 2 or more Directors present then the Director who has been appointed as Chair by those other Directors present; c. if none of the Directors is present or is able or willing to act, then a Voting Member present chosen by a majority of the Voting Members present. 23. Conduct of general meetings 23.1. The Chair is responsible for the conduct of the meeting. Any question arising at a general meeting relating to the order of business, procedure or conduct of the meeting must be referred to the Chair whose decision is final. 23.2. The Chair may at any time they consider it necessary or desirable for the proper and orderly conduct of the meeting, subject to the law: a. impose a limit on the time that a person may speak on a motion or other item of business, question, motion or resolution being considered by the meeting; b. terminate debate or discussion; c. adopt any procedures for casting or recording votes at the meeting whether on a show of hands or a poll. 23.3. The Chair may take any action they consider appropriate for the safety of individuals attending the meeting or the orderly conduct of the meeting and may refuse admission to, or require to leave and remain out of, the meeting any individual who the Chair considers to be disruptive to the meeting. 23.4. The Chair may delegate powers conferred by this clause 23 to any individual they think fit. 23.5. Nothing in this clause limits the powers conferred on the Chair by law. 24. Adjournment of general meeting 24.1. The Chair may at any time during the course of a general meeting, and must if so directed by the meeting, adjourn the meeting from time to time and from place to place, but no business may be transacted at any adjourned meeting APodA Ltd Constitution 13 JUNE 2017 Page 16 of 38
other than the business left unfinished at the meeting from which the adjournment took place. 24.2. When a meeting is adjourned for 28 days or more, notice of the adjourned meeting must be given as in the case of an original meeting. 24.3. Except as provided by clause 24.2, it is not necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting. 25. Entitlement to vote at general meetings 25.1. Subject to clauses 25.4 & 25.2 at a general meeting of Members, each Voting Member present (in person or by proxy or attorney) has one vote (on a show of hands or on a poll). 25.2. A Voting Member will not be entitled to exercise their right to vote if at the time of the meeting, their membership fee is overdue and unpaid and a final demand in accordance with clause 11.4 has been issued. 25.3. A proxy or attorney must not vote while the Member is present at the meeting. 25.4. A person, who represents more than one Voting Member at the meeting (in their own right or as proxy, attorney or Representative), has only one vote on a show of hands at the meeting. 25.5. On a poll, each Voting Member has one vote exercisable by the Member or their proxy or attorney. 25.6. A vote prohibited by the Corporations Act is not counted. 26. Objections to right to vote 26.1. A challenge to a right to vote at a general meeting: a. may only be made at the meeting; and b. must be determined by the Chair, whose decision is final. 26.2. A vote not disallowed following the challenge is valid for all purposes. 27. How voting is carried out 27.1. A resolution put to the vote at a general meeting must be decided on a show of hands unless a poll is demanded. 27.2. On a show of hands, a declaration by the Chair is conclusive evidence of the result. Neither the Chair nor the minutes need to state the number or proportion of the votes recorded in favour or against. 27.3. Unless otherwise required by this Constitution or the law, all resolutions arising at a general meeting of the Company are to be decided by at least a majority of votes cast by Members entitled to vote on the resolutions. 27.4. If the votes are equal, the motion is not carried. APodA Ltd Constitution 13 JUNE 2017 Page 17 of 38
27.5. A Member attending a general meeting by technology may vote on a show of hands by voting by voice or other indication acceptable to the Chair. 28. Polls 28.1. A poll may be demanded on any resolution. 28.2. A demand for a poll may be withdrawn. 28.3. At a general meeting, a poll may be demanded by: a. the lesser of at least 3 Voting Members entitled to vote on the resolution or Voting Members with at least 5% of the votes that may be cast on the resolution on a poll; or b. the Chair. 28.4. A poll may be demanded: a. before a vote is taken; b. before the voting results on a show of hands are declared; or c. immediately after the voting results on a show of hands are declared. 28.5. A poll demanded on a matter other than the election of a Chair or the question of an adjournment must be taken when and in the manner the Chair directs including in relation to how votes of Members attending by technology are to be collected. 28.6. A poll on the election of a Chair or on the question of an adjournment must be taken immediately. 28.7. The demand for a poll does not prevent the continuance of a meeting for the transaction of any business other than the question on which a poll has been demanded. 28.8. The demand for a poll may be withdrawn. 28.9. The result of the poll is the resolution of the meeting at which the poll was demanded. 29. Member appointment of proxy or attorney 29.1. A Member may appoint a proxy or attorney to act for the Member for all or specified purposes. 29.2. The proxy or attorney need not be a Member. The proxy or attorney may be an individual or body corporate. 29.3. An appointment of a proxy is valid if it is signed or authenticated in accordance with regulation 2G.2.01 of the Corporations Regulations 2001 (Cth) by the Member making the appointment and contains the information required by section 250A of the Corporations Act. The Board may determine that the proxy is valid even if it contains only some of that information. APodA Ltd Constitution 13 JUNE 2017 Page 18 of 38
29.4. An appointment of a proxy and a power of attorney must be in a form approved by the Board. 29.5. A later appointment of a proxy or attorney revokes an earlier one if both appointments could not be validly exercised at the meeting. 29.6. An appointment may specify the way a proxy or attorney is to vote on a particular resolution. 29.7. If an appointment of a proxy does not name the proxy, the Chair may act as proxy or complete the appointment by inserting the name of a Director as proxy. 29.8. The appointment of a proxy or attorney (and any authority under which the appointment was signed or authenticated or a certified copy of the authority or other evidence required by the Board) must be given to the Secretary at least 48 hours before the general meeting or resumed meeting, or any shorter period allowed by the Board. 29.9. An undated appointment of a proxy or attorney is taken to have been dated on the day it is given to the Company. 30. Rights of proxies and attorneys of Members 30.1. If an appointment specifies the way a proxy or attorney is to vote on a particular resolution, the following provisions apply (with the necessary changes in the case of an attorney): a. the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote that way; b. if the proxy has 2 or more appointments that specify different ways to vote on the resolution, the proxy must not vote on a show of hands; c. if the proxy is the Chair, the proxy must vote on a poll, and must vote that way; and d. if the proxy is not the Chair, the proxy need not vote on a poll, but if the proxy does so, the proxy must vote that way; e. if the proxy is not the Chair and the proxy does not vote on a poll the Chair is taken, before voting on the resolution closes, to have been appointed as the proxy for the purposes of voting on the resolution at that meeting. 30.2. Unless otherwise specified in the appointment, the proxy or attorney may: a. agree to a meeting being convened by shorter notice than is required by the Corporations Act or this Constitution; b. even if the appointment specifies how the proxy or attorney must vote on a particular resolution: i. vote on an amendment to the resolution, a motion not to put the resolution or similar motion; ii. vote on a procedural motion, including a motion to elect the Chair, vacate the chair or adjourn the meeting; APodA Ltd Constitution 13 JUNE 2017 Page 19 of 38
iii. speak at the meeting; iv. vote (but only to the extent allowed by the appointment or the Corporations Act or this Constitution); and v. demand or join in a demand for a poll. 30.3. A proxy s or attorney s authority to speak and vote for a Member at a meeting is suspended while the Member is present at the meeting. 30.4. If the proxy or attorney is a body corporate, it may appoint a Representative under the following clause. 31. Representatives 31.1. A Member (or a Member s proxy or attorney) which is a body corporate may appoint an individual as its Representative. 31.2. The Representative need not be a Member. 31.3. Unless otherwise specified in the appointment, the Representative may exercise all the powers that the body corporate could exercise if it were a natural person at a general meeting or in voting on a resolution. 32. Members' resolutions 32.1. A general meeting must not consider any resolution relating to special business, other than resolutions incidental to the business of the meeting, unless a. the resolution has been approved by the Board; or b. at least 100 Voting Members or Voting Members with at least 5% of the votes that may be cast on the resolution, which is for a proper purpose, have given the Company written notice of the resolution or notice consistent with the requirements of section 249N of the Corporations Act, as it applies to a company limited by guarantee that is subject to the Act, has otherwise been given, and at least 2 months has elapsed since the notice was given and c. the resolution has been included in the notice of meeting. 33. Direct voting 33.1. The Board may determine that at any general meeting, a Voting Member who is entitled to vote at that meeting is entitled to a direct vote. A direct vote includes a vote delivered to the Company by post, fax or other electronic means approved by the Board. The Board may specify the form, method and timing of giving a direct vote at a meeting in order for the vote to be valid. 33.2. Where a Voting Member, who has submitted a valid direct vote, attends a general meeting at which the matter that the Voting Member has submitted a valid direct vote for is considered, the Voting Member is not entitled to vote in person on a show of hands or a poll on the matter for which the Voting Member has submitted a valid direct vote. APodA Ltd Constitution 13 JUNE 2017 Page 20 of 38
33.3. Where a Voting Member, who has submitted a valid direct vote, appoints a proxy to a general meeting at which the matter the Voting Member has submitted a valid direct vote for is considered, the proxy must not vote for the Voting Member on the matter for which the Voting Member has submitted a valid direct vote. 34. Non-Members attending a general meeting 34.1. Any Director or auditor of the Company is entitled to attend and address a general meeting. 34.2. Any other person that is a not a Member may attend and address a general meeting if invited to do so by the Chair of the meeting. Part D - Board of Directors 35. Number of Directors 35.1. The Board will comprise: a. up to 6 Elected Directors; and b. up to 2 Appointed Directors appointed in accordance with clause 38.1 35.2. The minimum number of Elected Directors is 3. 35.3. There shall be no more than 2 Elected Directors from any single state or territory at any one time. 35.4. A Director shall be deemed to come from the state or territory of their address in the register of Members at the time of nomination and for the duration of their term. 36. Director eligibility 36.1. An Elected Director must be a Voting Member. 36.2. Having regard to the skills and perspectives required to achieve the Objects and strategic goals of the Company, the Board may outline criteria to give guidance to encourage the nomination for the position as an Elected Director of individuals with appropriate skills and perspectives. 36.3. A person is not eligible to be a Director if they are: a. ineligible to be a director under the Corporations Act or, if the Company is registered with ACNC, a responsible person under the ACNC Act; or b. an employee of the Company. 37. Appointment and retirement of Directors 37.1. Subject to clause 37.3 and excluding Directors appointed to fill a casual vacancy, at the conclusion of the second and each subsequent annual general meeting following the adoption of this constitution, half the Elected Directors must retire with effect from the conclusion of the meeting. APodA Ltd Constitution 13 JUNE 2017 Page 21 of 38
37.2. The Elected Directors to retire under clause 37.1 are those who have been longest in office since their last appointment, and as between Elected Directors who became directors on the same day, those to retire are (unless otherwise agreed amongst themselves) to be determined by lot. 37.3. If at the time of the retirement of any Elected Directors from office under clause 37.1 the number of Elected Directors is not a multiple of 2, then the number of Elected Directors to retire shall be rounded down to the nearest multiple of 2. 37.4. A Director retiring under this clause is eligible for reappointment or re-election under this Constitution subject to clause 42. 38. Appointed Directors 38.1. In appointing or re appointing an Appointed Director, the Board must have proper regard to: a. the qualifications, skills, expertise and experience of the incumbent Directors; b. the desired mix of qualifications, skills, expertise and experience amongst Directors as determined by the Directors in light of the Company s activities; and c. any other criteria or matter the Board determines relevant. 38.2. An Appointed Director may be but does not need to be a Member. 38.3. An Appointed Director will hold office for a term determined by the Board not exceeding 2 years from the date of appointment, but may be re-appointed up to a maximum of 8 consecutive years. 39. Vacation of office of Directors 39.1. The office of a Director becomes vacant if the Director: a. reaches the end of their term of office; b. becomes disqualified from being appointed or elected a Director under clause 36; c. dies or is a person whose estate or property has had a personal representative or trustee appointed to administer it; d. is absent from all meetings of the Directors in a 6 months period or from more than half of all meetings of the Directors during a 12 months period, both with or without leave of the Directors unless at the next Board meeting the Directors resolve otherwise e. resigns by notice in writing to the Company; or f. is removed by a resolution of a meeting of Members. 40. Casual vacancies 40.1. The Board may appoint a person as an Elected Director to fill a casual vacancy if that person is an eligible Voting Member. APodA Ltd Constitution 13 JUNE 2017 Page 22 of 38
40.2. Any individual so appointed to fill a vacancy of an Elected Director will hold office until the next annual general meeting following their appointment. For clarity, at the next annual general meeting following their appointment, any Elected Director filling a casual vacancy will retire in addition to half of the remaining Elected Directors in accordance with clause 37.1. 40.3. Subject to clauses 35.1 and 36.3 at any meeting of the Board, the Board may appoint a person to fill any vacancy in the office of Appointed Directors, whether arising on the retirement of an Appointed Director or otherwise. 40.4. The Board may act even if there are vacancies on the Board. However, if the number of Elected Directors is reduced below the minimum of 3, the continuing Directors may act only: a. in an emergency; or b. for the purposes of appointing additional eligible Voting Members as Elected Directors up to the minimum number; or c. to convene a general meeting. 41. Election of Directors by Members 41.1. Before each annual general meeting following the adoption of this Constitution (except the first), the Voting Members may, subject to clause 35.1 elect Elected Directors in accordance with this clause. 41.2. The Board must appoint a Returning Officer in respect of each election of Elected Directors. 41.3. A candidate is eligible for election as an Elected Director under this clause only if the candidate is: a. not disqualified from being appointed or elected a Director under clause 36 or clause 35.3; b. a person who is not employed by the Company; and c. nominated by 2 Voting Members (proposers). The nomination must: i. be in the form approved by the Board; ii. be signed by the 2 proposers; iii. state that the candidate is willing to stand for election as a Director and be signed by the candidate; and iv. be provided to the Company. 41.4. The Company must give Voting Members notice calling for Voting Members to nominate candidates for election as an Elected Director not less than 56 days before the annual general meeting. 41.5. Nominations for election as an Elected Director close 35 days before the annual general meeting. 41.6. Subject to clause 42, a retiring Elected Director who is elected under this clause is deemed to nominate for re-election as an Elected Director unless they advise the Returning Officer to the contrary in writing before nominations close. APodA Ltd Constitution 13 JUNE 2017 Page 23 of 38
41.7. The Returning Officer must scrutinise nominations immediately upon receipt and reject a nomination where it appears to the Returning Officer that the nominee is not eligible for election as an Elected Director. Upon rejecting a nomination, the Returning Officer must notify the nominee, the nominee s proposers and the Board. 41.8. Subject to clause 35.3, if the number of candidates for election as Elected Directors is equal to or less than the maximum number of positions which could be filled: a. the annual general meeting may appoint one or more candidates as an Elected Director by passing separate resolutions at the annual general meeting; b. the election process set out in clause 41.9 to 41.13 is discontinued; and c. the Company must include on or with the notice of the annual general meeting a notice: i. stating that the election process is discontinued; ii. setting out the name of each candidate; iii. stating that the annual general meeting will vote on the appointment of each candidate as an Elected Director by separate ordinary resolution. 41.9. Unless clause 41.8 applies, the election of Elected Directors is held by ballot prior to the annual general meeting and the Returning Officer must: a. prepare ballot papers for the election; b. determine the order in which candidates appear on the ballot paper; c. ensure some authenticating mark appears on each ballot paper; d. ensure that a ballot paper is enclosed with the notice of the annual general meeting sent to all Voting Members. 41.10. The ballot closes 14 days before the annual general meeting. 41.11. No later than 10 days before the annual general meeting, candidates in the ballot must be notified in confidence as to whether or not they have been elected. 41.12. Subject to clause 41.9, the Returning Officer is responsible for the conduct of the ballot in accordance with this clause and any requirements for the ballot determined by the Board from time to time. 41.13. The Chair must announce the results of the ballot at the annual general meeting. 42. Term limit for Directors 42.1. A Voting Member may be elected or appointed to serve as an Elected Director in conjunction with up to 4 consecutive biennial annual general meetings. 42.2. A Voting Member who serves the maximum consecutive terms as an Elected Director in accordance with clause 42.1 may then only stand for re-election or APodA Ltd Constitution 13 JUNE 2017 Page 24 of 38
reappointment in conjunction with the second subsequent annual general meeting after they cease to be an Elected Director under clause 42.1. 42.3. The limitation in clause 42.2 also applies to an Elected Director who ceases to be an Elected Director during their final year under clause 42.1. 42.4. No individual can serve more than 8 years consecutively as a Director. 42.5. For clarity, in this clause 42 the word year as it relates to Elected Directors means the period between the end of an annual general meeting to the end of the following annual general meeting. 43. Alternate Directors 43.1. Alternate Directors are not permitted. 44. Removal of Director 44.1. Voting Members may by ordinary resolution in a general meeting remove any Director from office in accordance with the Corporations Act. 45. Office Bearers 45.1. The Office Bearers of the Company are: a. President; and b. Vice President. 45.2. The Board will appoint the Office Bearers from amongst Elected Directors at the first Board meeting after each annual general meeting or at any time after a vacancy arises. 45.3. If an election to the office of President or Vice President results in a tie more than once, then the successful candidate must be determined by lot unless at least 1 candidate withdraws. 45.4. Each Office Bearer while they remain an Elected Director will hold their position: a. for the period from when they are elected or appointed to the relevant position until the commencement of the first Board meeting after the next annual general meeting subject to clause 45.5; b. until they resign from their position as Office Bearer by written notice to the Company in which case they would remain an Elected Director unless they also resign as a Director; or c. until they are removed from their position as Office Bearer by resolution of the Board, in which case they would remain an Elected Director. 45.5. An Elected Director may be appointed President in accordance with clause 45.2 consecutively up to 3 times but may not be appointed for the 4 th consecutive time. APodA Ltd Constitution 13 JUNE 2017 Page 25 of 38