Australia - New Zealand Marine Biotechnology Society Incorporated

ANNEXURE A Australia - New Zealand Marine Biotechnology Society Incorporated RULES August 2014 This is the annexure marked A referred to in the statutory declaration of Wei Zhang made on the day of 2014 before me (Justice of the Peace signature) X Justice of the Peace

Contents 1. Name...3 2. Definitions... 3 3. History and Object of the Society... 3 4. Powers of the Society... 5 5. Membership... 5 5.1 Membership Values... 5 5.2 Types... 6 5.3 Subscriptions... 7 5.4 Resignations... 8 5.5 Expulsion of a member... 8 5.6 Register of members... 9 6. The committee... 9 6.1 Powers and duties... 9 6.2 Appointment... 10 6.3 Proceedings of Committee... 11 6.4 Roles of Committee....10 6.5 Disqualification of Committee members... 13 7. The seal, brand and logo... 13 8. General meetings... 14 8.1 Annual general meetings... 14 8.2 Special general meeting... 15 8.3 Notice of general meetings... 16 8.4 Proceedings at general meetings... 16 8.5 Voting at general meetings... 16 8.6 Poll at general meetings... 17 8.7 Special and ordinary resolutions... 17 8.8 Proxies... 18 9. Minutes... 18 10. Organisation of Conferences and Events... 18 10.1 International conferences of the Society... 18 10.2 National and local symposia, forums and other events... 19 11. Dispute resolution... 20 1

12. Financial reporting... 20 12.1 Financial year... 20 12.2 Accounts to be kept... 20 13. Prohibition against securing profits for members... 21 14. Winding up... 21 15. Application of surplus assets... 21 16. About these Rules... 22 2

1. Name The name of the incorporated association is Australia - New Zealand Marine Biotechnology Society Inc referred to herein as the Society. 2. Definitions committee means the committee of management of the Society general meeting means a general meeting of members of the Society convened in accordance with these rules member means a member of the Society the Act means the South Australia Associations Incorporation Act 1985 The version at the time of the incorporation of this Society is Version 1.2.2010 (http://www.legislation.sa.gov.au/lz/c/a/associations incorporation act 1985.aspx) special resolution means a special resolution defined in the Act month shall mean a calendar month. 3. History and Object of the Society 3.1 History The Australia New Zealand Marine Biotechnology Network (ANZMBN) was launched in July 2012 at the AMSA- NZMSS conference in Hobart as an informal interest group. It was initiated by Prof Wei Zhang, and headed by Prof Wei Zhang, Prof Joseph Baker, Prof Chris Battershill, and the Network manager Ms Shirley Sorokin. Since then the Network has operated out of the Centre for Marine Bioproducts Development, Flinders University. The Network has a webpage, produces bimonthly newsletters, and operates a LinkedIn Group, and periodically organises forums and seminars to promote marine biotechnology to researchers, industry and government, and to enable interaction leading to research and/or industry activity. With over 150 informal members in 2014 the decision was made by the above team to formalise the Network into a society to: Advance Australia and New Zealand s capacity in developing a marine biotechnology economy Stimulate and encourage strategic national and international collaborations in marine biotechnology 3

Provide a respected voice of advocacy in Australia and New Zealand To be in keeping with marine biotechnology associations around the globe that have been established for some time, in order to improve Australian and New Zealand representation and interaction with these associations o Japanese Society for Marine Biotechnology (1989 - ) o International Marine Biotechnology Association (1989 - ) o European Society for Marine Biotechnology (1994 - ) o Asian-Pacific Marine Biotechnology Society (1995 - ) o Pan American Marine Biotechnology Association (1999 - ) 3.2 Object of the Society The object of the Society is the advancement of marine biotechnology in Australia and New Zealand by the following means: i. Developing, and engaging in, collaborations between researchers, technologists, industry and government. ii. Promoting the study and research of marine biotechnology by means of publications, meetings and symposia or conferences and other means to provide for the exchange of ideas. iii. Influencing policy through advocacy, strategic advice, position papers and scientific data, news and media, government and public engagement. iv. Promoting the benefits of the activities, outputs and products of marine biotechnology to the general community especially in terms of science, education and the economy. v. Engaging in collaborations with institutes and industry in other countries. vi. Promoting marine biotechnology as a discipline of study at undergraduate and graduate coursework, and graduate research levels, and industry training and/or upskilling. vii. The eventual production/editorial of a new journal focusing on marine biotechnology in Australia and New Zealand. 4

4. Powers of the Society The Society shall have all the powers conferred by section 25 of the Act, to: a. acquire, hold, deal with, and dispose of, any real or personal property; and b. administer any property on trust; and c. open and operate Authorised Deposit-taking Institutions (ADI) accounts; and d. invest its moneys; e. borrow money upon such terms and conditions as the association thinks fit from an ADI; and f. give such security for the discharge of liabilities incurred by the association as the association thinks fit; and g. appoint agents to transact any business of the association on its behalf, such as event managers for the organisation of Society events; and h. enter into any other contract it considers necessary or desirable, including contracts with insurers. 5. Membership 5.1 Membership Values By being a member of this Society, the member agrees to: i. Support and contribute to the object of the Society as stated in 3.2 (above). ii. Communicate a positive message about research activities and outcomes for industry and society. iii. Respect copyright a. Where communications are marked confidential, not disseminate information (in whole or in part) to third parties without written permission by the Committee or the member author of the communication. b. Properly cite or attribute information provided by the Society and/or its members, respecting sources, copyright, moral rights and other restrictions on the information, including funding agencies. iv. Respect moral rights and privacy of members. v. Use information about the Society and/or disseminated by the Society only in a manner that is beneficial to the reputation, brand, objects, business and Networks of the Society. vi. Not make unauthorised representation of the Society; 5

vii. a. Where/when authorised, to ensure representation and communication is respectful to the public or other party. b. Consult the Committee before publishing / airing any article or granting interview to the media using information provided by the Society. c. Provide any audience with the contact information of the Society for further enquiries. Respect the Rules of this Society. 5.2 Types Any person who supports the objects of the Society and agrees to be bound by its rules and who applies for membership of the Society shall be proposed by a member, unless not permitted to be a member by the Act, or new legislation of South Australia. The application for membership shall be made in writing, signed by the applicant and the proposer, for the discretion of the Committee. Upon the acceptance of the application by the Committee and upon payment of the first annual subscription, the applicant shall be a member of the Society. Membership types: 1. Individual professional member (academic, research, industry, government) An individual professional member shall be an academic or professional staff in a registered research institution, registered institution of higher learning, or registered education provider in their country of operation; Or, a research or professional staff in a registered business or company that has an interest in marine biotechnology. 2. Individual student member An individual student member shall be a student in a registered research institution in Australia or New Zealand. 3. Corporate member A corporate member is a registered institution, business or company in Australia or New Zealand with an interest in marine biotechnology. 4. Honorary Life Member 6

An honorary life membership may be bestowed by the Committee on individuals who have made outstanding contributions to the Society and/or the fields of research, development and application of Marine Biotechnology. Nominations for Honorary Life Membership may come from any full Member (not Associate) of the Society, and should be directed to the Secretary of the Society. The Committee will consider nominations and for those supported, will announce the award in an appropriate manner, such as during an event of the Society. An Honorary Life Member may also be awarded the title of "Patron of the Society", where nominations may come from any full Member (not Associate) of the Society, and should be directed to the Secretary of the Society. The Committee will consider nominations and for those supported, will present the nominee for vote at a General Meeting of the Society. If supported by a majority vote of the quorum, the Committee will announce the award in an appropriate manner, such as during an event of the Society. 5. Associate member An associate member does not fit into the above categories, including international participants. An associate member is a non-voting member of the Society. 5.3 Subscriptions a. The subscription fees for membership shall be such sum (if any) as the members shall determine from time to time in general meeting. i. All subscriptions are in Australian or New Zealand dollars, and include GST ii. The inclusion or exclusion of GST and any additional charges may change without notice, depending on requirements by the Government of Australia, or State Governments, or the Australian Taxation Office, and/or the Office of Consumer and Business Affairs. iii. There may be additional charges for the clearance of cheques, or where the mode of transaction incurs a bank or card fee, or where foreign currency exchanges may vary and/or incur fees. These charges may be communicated during invoicing. iv. Membership shall only commence upon satisfactory completion of application form and provision of accurate information, receipt of payment and completion of processing by the Society, whereby a notification will be sent to the applicant. 7

v. Membership subscriptions will not include any additional costs that may result from the member's request for the following. These may incur additional charges: a. Participate in the Annual General Meeting or General Meetings by electronic means; b. Receive documents in printed form, or other physical material, by post; Starting membership subscriptions are below and are priced to encourage memberships taking into account the amount of memberships that individuals are already committed to: 1. Individual professional member $30 2. Individual student member: $20 3. Corporate member $150 (Includes up to 6 individual memberships to be nominated by corporate member) 4. Associate member $35 5. Honorary life member No fees. b. The subscription fees shall be payable annually on 1 July or at a time that the committee determines. c. Any member whose subscription is outstanding for more than three months after the due date for payment shall cease to be a member of the Society, provided always that the committee may reinstate such a person s membership on such terms as it thinks fit. This is with the exception of the Honorary Life Membership which is not subject to annual subscription. 5.4 Resignations A member may resign from membership of the Society by giving written notice to the secretary or public officer of the Society. Any resigning member shall be liable for any outstanding subscriptions, which may be recovered as a debt due to the Society. 5.5 Expulsion of a member a. Subject to giving a member an opportunity to be heard or to make a written submission, the committee may resolve to expel a member upon a charge of misconduct detrimental to the interests of the Society, or where required by the Act or new legislation introduced in the State of South Australia. 8

b. Particulars of the charge shall be communicated to the member at least one month before the meeting of the committee at which the matter will be determined. c. The determination of the committee shall be communicated to the member, and in the event of an adverse determination the member shall, (subject to 5.5d below), cease to be a member 14 days after the committee has communicated its determination to the member. d. It shall be open to a member to appeal the expulsion to the Society at a general meeting. The intention to appeal shall be communicated to the secretary or public officer of the Society within 14 days after the determination of the committee has been communicated to the member. e. In the event of an appeal under 5.5d above, the appellant s membership of the Society shall not be terminated unless the determination of the committee to expel the member is upheld by the majority of the members of the Society in general meeting after the appellant has been heard by the members of the Society, and in such event membership will be terminated at the date of the general meeting at which the determination of the committee is upheld. 5.6 Register of members A register of members must be kept and contain: i) the name and address of each member ii) the date on which each member was admitted to the Society, and iii) if applicable, the date of and reason(s) for termination of membership. 6. The committee 6.1 Powers and duties a. The affairs of the Society shall be managed and controlled by a Committee which, in addition to any powers and authorities conferred by these rules, may exercise all such powers and do all such things as are within the objects of the Society, and are not by the Act or by these rules required to be done by the Society in general meeting. b. The Committee has the management and control of the funds and other property of the Society. 9

c. The Committee shall have authority to interpret the meaning of these rules and any other matter relating to the affairs of the Society on which these rules are silent. d. The Committee shall appoint a public officer as required by the Act. Notice of appointment and any change in the identity or address of the public officer are to be lodged within one month after the change (Form 10) with the Office of Consumer and Business Affairs, Corporate Affairs and Compliance Branch, Level 3, Chesser House, 91-97 Grenfell Street, Adelaide 5000; postal address: GPO Box 1719, Adelaide 5001. 6.2 Appointment a. The Committee will be comprised of the following executives: i. The President elected for up to 3 years, non-renewable. ii. iii. iv. The Immediate Past-President (following the completion of the executive s first term) for the period that he/she remains Immediate past president The Vice-president elected for up to 3 years, non-renewable A secretary elected for up to 3 years, renewable for up to 2 additional terms. v. A treasurer elected for up to 3 years, renewable for up to 2 additional terms; vi. and the following non-executives: 5 to 8 other members, including at least one member from New Zealand, at least one member from Australia and one student member, elected for up to 6 years. NB. The first (Foundation) Committee will continue on to the first term of office (as per 6.2d) b. Additional office holder positions within this Committee, addressing the needs of the Society, may be incorporated at each Annual General Meeting for the term of the year ahead, until such time determined by the Committee, or until such time determined no longer necessary by the Committee or by majority vote of the membership at an AGM or a Special General Meeting: The Society should settle on a workable number of office holders, and various titles may be used to describe them. Changes to the number of Committee members (apart from the executives: president, vice-president, secretary and treasurer) and additional office positions can be nominated and voted upon at AGMs or SGMs. c. A Committee member shall be a natural person. 10

d. The eligibility of a person to be a Committee member must comply with the regulations of the Act, the non-compliance of which carries heavy financial penalties. e. The first (Foundation) Committee of the Society shall be appointed from the promoters of the Society, or be comprised of such persons as hold office prior to incorporation. The Foundation Committee shall hold office until the first annual general meeting after incorporation. At this time, the members of the executive will continue into a new term unless a motion of no-confidence is raised, and by majority vote of the quorum. At each subsequent annual general meeting one half of the non-executive members of the Committee, being the longest serving members, shall retire. f. A retiring (incumbent) executive or Committee member shall be eligible to stand for reelection without nomination, within the terms of appointment (6.2d). No other person shall be eligible to stand for election unless a member of the Society has nominated that person at least 28 days before the meeting by delivering the nomination of that person to the secretary of the Society. The nomination shall be signed by the proposer and by the nominee. g. Notice of all persons seeking election to the Committee shall be given to all members of the Society with the notice calling the meeting at which the election is to take place. h. The Committee may appoint a person to fill a casual vacancy, and such a Committee member shall hold office until the next annual general meeting of the Society and shall be eligible for election to the Committee without nomination. 6.3 Roles of Committee Members a. The Chair/President is responsible for: i. Ensuring that the Rules are followed; ii. Convening Meetings and establishing whether or not a quorum (half of the Committee) is present; iii. Chairing Meetings, deciding who may speak and when (in a democratic manner); iv. Overseeing the operation of the Society; v. Providing a report on the operations of the Society at each Annual General Meeting. b. The Secretary is responsible for: i. Recording the minutes of Meetings; 11

ii. Keeping the Register of Members; iii. Holding the Society's records, documents, and books except those required for the Treasurer s function; iv. Receiving and replying to correspondence as required by the Committee; v. Forwarding the annual financial statements for the relevant registrar authority upon their approval by the Members at an Annual General Meeting. vi. vii. Advising the relevant registrar authority of any rule changes; Keeping the Committee aware of any changes in the Act on which this Rules is based, and that may impact the Rules and operation of the Society. c. The Treasurer is responsible for: i. Keeping proper accounting records of the Society s financial transactions to allow the Society s financial position to be readily ascertained; ii. Preparing annual financial statements for presentation at each Annual General Meeting. These statements should be prepared in accordance with the Act. iii. Providing a financial report at each Annual General Meeting; iv. Providing financial information to the Committee as the Committee determines. 6.4 Proceedings of Committee a. The Committee shall meet together, by electronic or physical means, for the dispatch of business at least three monthly. The Society can otherwise determine how often meetings are to be held, at General Meetings. b. Matters arising at any meeting of the Committee shall be decided by a majority of votes, and in the event of equality of votes the chairperson shall have a casting vote in addition to a deliberative vote. c. A quorum for a meeting of the Committee shall be one more than one half of the number of members of the committee. d. In the absence of the President, the Vice-President will assume the responsibilities of the President, at all times. e. A member of the Committee having a direct or indirect pecuniary interest in a contract or proposed contract with the Society must disclose the nature and extent of that interest to the committee as required by the Act, and shall not vote with respect to that 12

contract or proposed contract. The member of the Committee must disclose the nature and extent of his or her interest in the contract at the next annual general meeting of the Society. 6.5 Disqualification of Committee members The office of a Committee member shall become vacant if a Committee member is: i. disqualified from being a Committee member by the Act ii. iii. iv. expelled as a member under these rules permanently incapacitated by ill health; or death absent without apology from more than four consecutive meetings in a financial year v. not responding to minutes of Committee meetings for more than four consecutive vi. meetings without apology no longer the duly appointed representative of a corporate member. 7. The seal, brand and logo 7.1 Seal The Society shall have a common seal upon which its corporate name shall appear in legible characters. The seal shall not be used without the express authorisation of the Committee, and every use of the seal shall be recorded in the minute document of the Society. The affixing of the seal shall be witnessed by any member of the committee as authorised by the president and the secretary. 7.2 Brand and Logo a. A logo representing the Society shall be developed by the Committee, and may be presented to the members for endorsement at a General Meeting. b. The brand and/or logo (with or without the name of the Society) shall not be used without the expressed authorisation of the Committee and/or president and/or communication officer(s) appointed by the Committee. c. Use of the logo (with or without the name of the Society) shall be of sufficient resolution and size, and appropriate position according to the branding instructions from the Committee. d. The Committee through the secretary can demand the removal of the use of the logo (and name of Society ('brand') where it is also used) of the Society where it is unauthorised, inappropriate, misleading, contrary to branding instructions, and/or against the object of the Society, including the removal of the brand, images, internet images and/or destruction of printed media. 13

8. General meetings 8.1 Annual General Meetings 8.1.2 Calling a General Meeting: a. The Committee shall call an annual general meeting in accordance with the Act and these rules. b. The first annual general meeting shall be held within 18 months after the incorporation of the Society, and thereafter within five months after the end of its financial year. c. Electronic communications: Participation in meetings by video and voice telecommunications may be permitted at the discretion of the Committee, or where supported by 2 or more members of the Society. 8.1.2 The business (or 'Agenda') of an Annual General Meeting: i. attendance and apologies; ii. tabling and acceptance of the Agenda; iii. the confirmation of the minutes of the previous annual general meeting and of any special general meeting held since that meeting; iv. the consideration of the accounts and reports of the Committee and the auditor s report (if auditor s report is required): a. The Chair/President s report on the business of the Society; b. The Treasurer s report on the finances of the Society, and the Annual Financial Statements; c. The Secretary's report on administrative matters and events of the Society; v. the resignation and/or election of Committee members; vi. the appointment of auditors (if required - see Act); vii. any other business requiring consideration by the Society in general meeting, including Member's Motion; viii. general business; ix. a summary of the meeting including an action list; x. information, including dates, on the next meeting(s). 8.1.3 Changes to the Agenda or additions of Motions at a General Meeting 14

a. Any Member may request that an Agenda be added and/or a motion be voted on ( Member s Motion ) at a particular Society Meeting, by giving written notice to the Secretary at least 28 days before that meeting. The Member may also provide information in support of the motion ( Member s Information ). The Committee may in its absolute discretion decide whether or not the Society will discuss the Agenda and/or vote on the Motion. However, if the Member s Agenda or Motion is signed by at least 50% of eligible Members: i. It must be voted on at the Society Meeting chosen by the Member; and ii. The Secretary must give the Member s Information to all Members at least 14 days before the Society Meeting chosen by the Member; or b. If the Secretary fails to do this, the Member has the right to raise the Agenda or Motion at the following Society Meeting. c. The Committee may also decide to put forward motions for the Society to vote on ( Committee Motions ) which shall be suitably notified. 8.2 Special general meeting a. The committee may call a special general meeting of the Society at any time. b. Upon a requisition in writing of not less than 5%, (in some cases a lesser or greater percent may be appropriate or it may be on requisition of a specific number of members) of the total number of members of the Society, the Committee shall, within one month of the receipt of the requisition, convene a special general meeting for the purpose specified in the requisition. c. Every requisition for a special general meeting shall be signed by the relevant members and shall state the purpose of the meeting. d. If a special general meeting is not convened within one month, as required by 8.2b above, the requisitionists, or at least 50% of their number, may convene a special general meeting. Such a meeting shall be convened in the same manner as nearly as practical as a meeting convened by the Committee, and for this purpose the committee shall ensure that the requisitionists are supplied free of charge with particulars of the members entitled to receive a notice of meeting. The reasonable expenses of convening and conducting such a meeting shall be borne by the Society. 15

8.3 Notice of general meetings a. Subject to 8.3b, at least 14 days notice of any general meeting shall be given to members. The notice shall set out where and when the meeting will be held, and particulars of the nature and order of the business to be transacted at the meeting. b. Notice of a meeting at which a special resolution is to be proposed shall be given at least 21 days prior to the date of the meeting. c. A notice may be given by the Society to any member by serving the member with the notice personally, or by sending it by post to the address, or by email, appearing in the register of members. d. Where a notice is sent by post: i) the service is effected by properly addressing, prepaying and posting a letter or packet containing the notice, and ii) unless the contrary is proved, service will be taken to have been effected at the time at which the letter or packet would be delivered in the ordinary course of post. 8.5 Proceedings at general meetings a. A majority (one more than half of the Committee) present personally or by proxy shall constitute a quorum for the transaction of business at any general meeting. b. If within 30 minutes after the time appointed for the meeting a quorum of members is not present, a meeting convened upon the requisition of members shall lapse. In any other case, the meeting shall stand adjourned to the same day in the next week, at the same time and place and if at such adjourned meeting a quorum is not present within 30 minutes of the time appointed for the meeting the members present shall form a quorum. c. Subject to 8.4d, the president shall preside as chairperson at a general meeting of the Society. d. If the president or nominee is not present within five minutes after the time appointed for holding the meeting, or he or she is present but declines to take or retires from the chair, the members may choose a Committee member or one of their own number to be the chairperson of that meeting. 8.6 Voting at general meetings a. Subject to these rules, every member of the Society has only one vote at a meeting of the Society. 16

b. Subject to these rules, a question for decision (a motion) at a general meeting, other than a special resolution, must be determined by a majority of members who vote in person or, where proxies are allowed, by proxy, at that meeting, and where the agenda and/or motion has been accepted as part of the meeting's Agenda by the due procedure; c. Unless a poll is demanded by at least five members, a question for decision at a general meeting must be determined by a show of hands. d. A member being a body corporate shall be entitled to appoint one person, who shall not be a member of the Society, to represent it at a particular general meeting or at all general meetings of the Society. That person shall be appointed by the corporate member by a resolution of its board, which may be authenticated under its seal. Such a person shall be deemed to be a member of the Society for all purposes until the authority to represent the corporate member is revoked. 8.7 Poll at general meetings a. If a poll is demanded by at least five members, it must be conducted in a manner specified by the person presiding and the result of the poll is the resolution of the meeting on that question. b. A poll demanded for the election of a person presiding or on a question of adjournment must be taken immediately, but any other poll may be conducted at any time before the close of the meeting. 8.8 Special and ordinary resolutions a. A special resolution will be as defined in Section 3 of the Act. A special resolution and poll shall be required for the following Rules of the Society, and shall require a majority vote by the minimum quorum of a General Meeting to thereafter present to the matter/motion to vote by all members of the Society (for majority vote), and carried out according to requirements listed in the Act: I. Rule 3: Objects or purposes of the Society II. III. IV. Rule 5.1: Membership values Rule 6.1, 6.2a, 6.4, 6.5: Committee Rule 8: General Meetings V. Rule 16: About these Rules b. An ordinary resolution is a resolution passed by a simple majority at a general meeting. 17

8.9 Proxies A member shall be entitled to appoint in writing a natural person who is also a member of the Society to be their proxy, and attend and vote at any general meeting of the Society. 9. Minutes 9.1 Proper minutes of all proceedings of general meetings of the Society and of meetings of the Committee, shall be entered within one month after the relevant meeting in minute documents kept for the purpose. 9.2 The minutes kept pursuant to this rule must be confirmed by the members of the Society or the members of the Committee (as relevant) at a subsequent meeting. 9.3 The minutes kept pursuant to this rule shall be signed by the chairperson of the meeting at which the proceedings took place or by the chairperson of the next succeeding meeting at which the minutes are confirmed. 9.4 Where minutes are entered and signed they shall, until the contrary is proved, be evidence that the meeting was convened and duly held, that all proceedings held at the meeting shall be deemed to have been duly held, and that all appointments made at a meeting shall be deemed to be valid. 10. Organisation of Conferences and Events 10.1 International conferences of the Society a. The Committee of the Society will determine the host country for international (including trans-tasman: Australia and New Zealand) conferences of the Society, and will invite nominations for, and select the Chair and members of the National Organizing Committee (NOC) for each international conference of the Society, and the Chair and members of the International Program Committee (IPC) for each international conference. b. The NOC will report to the Committee of the Society through the Conference Director and the IPC will report to the Committee of the Society through the Chair of the IPC, unless otherwise agreed upon by the Committee of the Society. c. The Committee of the Society is responsible for defining the duties of the NOC with respect to arrangements for the Conference and the duties of the IPC with 18

respect to scientific matters such as to maximize the exchange of information and cooperation. d. The NOC and the IPC will jointly recommend to the Committee of the Society on the details of arrangements for all parts of the Society's international conference, including Speakers. Final approval of the Society's international conference Program lies with the Committee of the Society. e. The underwriting of the Society's international conference and entry into major contracts such as venue and catering, shall be under the jurisdiction of the Committee of the Society; however, the Committee of the Society may delegate this authority to the NOC and/or institutional host (such as a University or Institute) where the Committee of the Society is satisfied with the financial capacity and reputation of the delegate, and where measures such as conference insurance is put in place with a reputable insurer, and risk management assessed and enforced. f. The Committee of the Society may also choose to co-organise or co-brand international conferences of the Society with other international marine biotechnology, or related, association or society, where there are tangible benefits to this Society of combining the events. 10.2 National and local symposia, seminars, forums, workshops and other events a. National and local symposia, seminars, forums, workshops and other events may be organised by members of the Society (or in future where there may be Statebased sub-committees) where at least one member of the organising committee of that event is also a Committee member of the Society (as a 'Representative'), and where approval is obtained from the Committee of the Society to be an event of the Society or to bear the brand and/or logo of the Society (see also Rule 7 on brand and logo). The Representative shall be responsible for keeping the Committee of the Society informed of organisational plans, progress and problems. b. The Committee of the Society may, on majority vote of the Committee, refuse or withdraw support for an event where it is deemed to be not in the interests of the Society and its members, or where it contravenes the objectives of the Society. 10.3 Events of the Society shall be reported upon, including organisers, themes, programs, finances and participation, at the Annual General Meetings of the Society. 19

11. Dispute resolution 11.1. The dispute resolution procedure set out in this rule applies to disputes under these Rules between - (i) a member and another member (ii) a member and the Society 11.2. The parties to the dispute must meet and discuss the matter in dispute and, if possible, resolve the dispute within 14 days after the dispute comes to the attention of all of the parties. 11.3. If the parties are unable to resolve the dispute at the meeting the parties may choose to meet and discuss the dispute before an independent third person agreed to by the parties. 11.4. In this rule member includes any person who was a member not more than six months before the dispute occurred. 12. Financial reporting 12.1 Financial year The first financial year of the Society shall be the period ending on the next 30 June following incorporation, and thereafter a period of 12 months commencing on 1 July and ending on 30 June of each year. Refer to section 3 of the Act for definition of financial year. 12.2 Accounts to be kept The Society shall keep and retain such accounting records as are necessary to correctly record and explain the financial transactions and financial position of the Society in accordance with the Act. 12.3 Types of funds a. Funds, including fees, donations and bequests, may be received from members, affiliated marine biotechnology societies and associations, governments, foundations and other sources. b. Funds may also include income from the organisation of events and sponsorships. c. Where funds are from industry, an industry group, or a lobby group, they should be clearly identified and the Committee should consider any conflict of interest, in which case they should be declared to the members of the Society. 20

d. The Society shall not receive funds where the source of funds is of ill repute, is currently under criminal investigation or prosecution, is serving a criminal sentence, or whose stance or activity, person or corporate, works against the object of the Society, or is to the detriment of the reputation or object of the Society. e. The Society shall not receive funds from members' government research funding unless it is an approved use of the funds under the funding rules and agreements. 12.4 Use of money and other assets of the Society a. Use of money and other assets of the Society shall be in accordance with the Act. b. The Committee shall put in place measures to monitor and report the use of money, and enforce due-diligence and transparency, such as the requirement for independent quotes for expenditures above a certain sum, and an approval procedure that demonstrates accountability, but without unnecessary red tape. 13. Prohibition against securing profits for members The income and capital of the Society shall be applied exclusively to the promotion of its objects and no portion shall be paid or distributed directly or indirectly to members or their associates except as bona fide remuneration of a member for services rendered or expenses incurred on behalf of the Society. Section 55 of the Act provides a prohibition against securing profits for members. 14. Winding up The Society may be wound up in the manner provided for in the Act. 15. Application of surplus assets 15.1 If after the winding up of the Society there remains surplus assets as defined in the Act, such surplus assets shall be distributed to any organisation which has similar objects and has rules which prohibit the distribution of its assets and income to its members. The Society may determine to distribute surplus assets to nominated charities. 15.2. Such organisation or organisations shall be identified and determined by a resolution of members in general meeting. Section 43 of the Act prohibits the distribution of surplus assets at the completion of a winding up to members or former members, or associates of those persons. 21

16. About these Rules 16.1 Date of incorporation and versions a. The Rules of the Society were prepared for submission by the Foundation Committee on 1 st September 2014. This shall be considered the ceremonial founding date of the Society. b. The Society shall be deemed incorporated on confirmation of registration by the Office of Consumer and Business Affairs, Corporate Affairs Commission, Government of South Australia. The date of incorporation is:. c. The version of this document is: Version No. Year Title of document or amendment (President / Editors) 1 2014 Inaugural Rules of the Society (Zhang W. / Sorokin, S., Tham, R.) Date of Assent 1 st Sept 2014 Date of Commencement 16.2 Regulations on the Rules according to the Act a. These rules may be altered (including an alteration to the association s name) by special resolution of the members of the association. This includes revision or replacement by substitute rules. b. The alteration shall be registered with the Office of Consumer and Business Affairs, Corporate Affairs Commission, as required by the Act. c. The registered rules shall bind the association and every member to the same extent as if they have respectively signed and sealed them, and agreed to be bound by all of the provisions thereof. d. The Act provides that an alteration to a rule may be made by special resolution of the association unless other provision is made in the rules. e. Subject to any provision in the rules or a resolution to the contrary, an alteration to the rules comes into force at the time that the alteration is passed. This does not apply to an alteration to the name of the association which does not come into force 22

until registered by the Office of Consumer and Business Affairs, Corporate Affairs Commission. f. Contents of rules of an incorporated association required by the Act: 23A (1) The rules of an incorporated association (a) must state the name of the association and set out its objects; and (b) must not contain any provision that is contrary to or inconsistent with this Act; and (c) must contain provisions that, in the opinion of the Commission, deal with the following matters with sufficient particularity and certainty having regard to the nature and objects of the association: (i) membership in the case of an association that has members; (ii) the powers, duties and manner of appointment of the committee of the association; (iii) the appointment of an auditor in the case of an association that is a prescribed association; (v) the calling of and procedure at general meetings; (vi) who has the management and control of the funds and other property of the association; (vii) the powers of the association and by whom and in what manner they may be exercised; (viii) the manner in which the rules of the association may be altered; (ix) any other matter prescribed by regulation. -- End of document -- 23