Constitution Young Women's Christian Association of Canberra ABN 48 008 389 151 As adopted on 11 October 2004, amended on 27 April 2005, 9 October 2012 and 20 October 2014 Prepared by MINTER ELLISON Laywers MINTER ELLISON BUILDING, 25 NATIONAL CIRCUIT, FORREST ACT 2603, DX 5601 CANBERRA TEL: +61 2 6225 3000 FAX: +61 2 6225 1000 www.minterellison.com their contact: CBR3_382744_3 (W97) Amended by MEYER VANDENBERG Laywers LEVEL 3, 1 FARRELL PLACE, CANBERRA CITY ACT 2601, DX 5647 CANBERRA TEL: +61 2 6279 4444 FAX: +61 2 6279 4455 www.meyervandenberg.com.au
Constitution of Young Women's Christian Association of Canberra 1. Defined terms & interpretation 4 2. Objects 5 3. Income and property of Organisation 6 4. Admission 6 5. Subscriptions / Renewal 7 6. Ceasing to be a Member 7 7. Calling general meeting 8 8. Notice of general meeting 8 9. Member 9 10. Quorum 9 11. Chairperson 9 12. Adjournment 10 13. Decision on questions 10 14. Taking a poll 11 15. Casting vote of chairperson 11 16. Entitlement to vote 11 17. Objections 11 18. Votes by proxy 12 19. Document appointing proxy 12 20. Lodgement of proxy 13 21. Validity 13 22. Number of Directors 13 23. Election and removal of Directors 13 24. Young Women Directors 14 25. Casual Vacancies 15 26. Retirement 15 27. Office-Bearers 15 2
28. Member of the National Board 15 29. Nomination 16 30. Vacation of Office 17 31. Powers and duties of Directors 17 32. Directors' meetings 18 33. Decision on questions 18 34. Payments to Directors 18 35. Directors' interests 19 36. Alternate Directors 20 37. Remaining Directors 20 38. Chairperson 20 39. Delegation 20 40. Written resolutions 21 41. Validity of acts of Directors 21 42. Minutes and Registers 21 43. Operational management 22 44. Appointment of attorneys and agents 22 45. Company Secretary 23 46. Common Seal 23 47. Duplicate Seal 23 48. Inspection of records 23 49. Service of notices 24 50. Persons entitled to notice 24 51. Audit and accounts 25 52. Winding up 25 53. Indemnity 27 3
Preliminary 1. Defined terms & interpretation 1.1 In this Constitution unless the contrary intention appears: Affiliate Member means, subject to clause 6: men and women of any age; and an organisation; admitted to membership as an Affiliate Member under clause 4. Final Version Passed at Special General Meeting of 11 October 2004, Alternate Director means a person appointed as an alternate director under clause 36. Auditor means the Organisation's auditor. Casual Vacancy means a vacant Director s position in accordance with clause 30. Committee means a committee of Directors. Company Secretary means any person appointed by the Directors to perform any of the duties of a secretary of the Organisation and if there are joint secretaries, any one or more of such joint secretaries. Constitution means the constitution of the Organisation as amended from time to time. Director includes any person occupying the position of director of the Organisation. Directors means all or some of the Directors acting as a board in accordance with clause 32. Executive Director means the person appointed as Executive Director of the Organisation by the Directors. Full Member means, subject to clause 6, a woman aged 12 years or above admitted to membership as a Full Member under clause 4. Honorary Life Member means, subject to clause 6, a woman who has given distinguished and conspicuous service to the Organisation and has been nominated by ordinary resolution of the Members to become an Honorary Life Member on the nomination of the Directors. Honorary Treasurer means the Member elected as Honorary Treasurer under clause 23.1. Member means a member of the Organisation under clause 4. Member of the National Board means the Member elected as Member of the National Board under clause 28. National Board means the board constituted under the National Constitution. National Constitution means the constitution of the Young Women's Christian Associations of Australia as amended from time to time. National Convention means the meeting of members of the Young Women's Christian Associations of Australia and designated as the National Convention by the National Board. Office means the Organisation's registered office. Office-Bearer means the President, two Vice-Presidents and the Honorary Treasurer. Organisation means Young Women's Christian Association of Canberra ABN 48 008 389 151. 4
President means the Member elected as President under clause 23.1. Register means the register of Members. Registered Address means the last known address of a Member as noted in the Register. Seal means the Organisation's common seal (if any). Vice-President means either of the two Members elected as Vice-Presidents under clause 23.1 or both. Young Woman means a female who is not more than 30 years old. 1.2 In this Constitution, unless the contrary intention appears: (d) the singular includes the plural and vice versa and words importing a gender include other genders; words importing natural persons include corporations; words and expressions defined in the Corporations Act 2001 (Cth) have the same meaning in this Constitution; headings are for ease of reference only and do not affect the construction of this Constitution; and (e) a reference to the Corporations Act 2001 (Cth) is a reference to the Corporations Act 2001 (Cth) as modified or amended from time to time. 1.3 Unless the contrary intention appears in this Constitution, an expression in a clause of this Constitution has the same meaning as in a provision of the Corporations Act 2001 (Cth) that deals with the same matter as the clause. 1.4 To the extent permitted by law, the replaceable rules in the Corporations Act 2001 (Cth) do not apply to the Organisation. Objects 2. Objects 2.1 The objects for which the Organisation is established are, strengthened by the Christian faith and enriched by world wide membership of women and girls through membership in the World Young Women's Christian Association, to: (d) (e) (f) provide opportunities for women to develop their full potential; express concern for the whole community in responsible action; strive to achieve peace, justice and freedom for all people; encourage mutual understanding and concern for human rights; cooperate with and participate in the work and contribute to the funds of the Young Women's Christian Association of Australia; and promote purposes beneficial to the community through the provision and management of affordable, social and community housing and associated services. 5
2.2 The Organisation may only exercise the powers in section 124(1) of the Corporations Act 2001 (Cth) to: carry out the objects in this clause 2 including, without limitation, by providing programs and services which help to alleviate disadvantaged, poverty, distress and suffering in the community; and do all things incidental or convenient in relation to the exercise of power under clause 2.2. Income and Property of Organisation 3. Income and property of Organisation 3.1 The income and property of the Organisation will only be applied towards the promotion of the objects of the Organisation set out in clause 2. 3.2 No income or property will be paid or transferred directly or indirectly to any Member of the Organisation except for payments to a Member: Membership 4. Admission in return for any services rendered or goods supplied in the ordinary and usual course of business to the Organisation; or of interest at a rate not exceeding current bank overdraft rates of interest for moneys lent. 4.1 The number of Members is unlimited. 4.2 Subject to clause 6, the Members will be: the Honorary Life Members; the Full Members; and the Affiliate Members. 4.3 Applications for membership as a Full Member or an Affiliate Member, of the Organisation must be : in writing, signed by the applicant, in a form approved by the Directors in their absolute discretion; and accompanied by: (i) (ii) payment of the applicant's entrance fee and first annual subscription; or if a Member applies for membership of a different category any increase in the annual subscription fee for the new category of membership pro rated over the balance of the annual subscription period. 6
4.4 At the next meeting of Directors after the receipt of an application for membership, the application will be considered by the Directors. The Directors will: 4.5 If the Directors: determine the admission or rejection of the applicant; or decide to call on the applicant to supply any evidence of eligibility that they consider reasonably necessary. require further evidence under clause 4.4, determination of the application will be deferred until this evidence has been supplied; reject an application for membership, they will not be required to give reasons for the rejection. 4.6 As soon as practicable following acceptance of an application, the Company Secretary will send the applicant written notice of the acceptance. 4.7 A woman is an Honorary Life Member if, after being nominated by the Directors for such membership, she is then appointed by Members at an annual general meeting. The Directors may only nominate a woman to be appointed as an Honorary Life Member if they believe that the woman has made a significant contribution to the women's membership movement and the work and actions of the Organisation throughout Canberra. 4.8 The rights and privileges of every Member will be personal to each Member and will not be transferable by the Member's own act or by operation of law. 5. Subscriptions / Renewal 5.1 Subject to clauses 5.2 and 5.3, the Directors may from time to time determine the entrance fee and annual subscription payable by each Member or each category of Membership. 5.2 There is no annual subscription fee payable for an Honorary Life Member. 5.3 Directors may waive the entrance fee or subscription payable by an applicant for Membership or a category of Membership. 5.4 The annual subscription period will commence on 1 July of each year, and the annual subscription will be due in advance within 30 days of this date or as otherwise determined by the Directors. 5.5 The Directors may determine that any Member admitted to membership between 1 January and 30 June will pay only one-half of the annual subscription until the next annual subscription falls due. 5.6 If a Member does not pay a subscription within 30 days after it becomes due the Directors: will give the Member notice of that fact; and if the subscription remains unpaid 21 days from the date of that notice, may declare that Member's membership forfeited. 6. Ceasing to be a Member 6.1 A Member's membership of the Organisation will cease: if the Member gives the Company Secretary written notice of resignation, from the date of receipt of that notice by the Company Secretary; 7
(d) Final Version Passed at Special General Meeting of 11 October 2004, if a majority of three-quarters of the Directors present and voting at a meeting of Directors by resolution terminate the membership of a Member: (i) (ii) whose conduct in their opinion renders it undesirable that that Member continue to be a Member of the Organisation; only after the Member has been given at least 21 days' notice of the resolution and has had the opportunity to be heard at the meeting at which the resolution is proposed; if membership is forfeited under clause 5.6; if the Member: (i) (ii) dies; or is convicted of an indictable offence. 6.2 Any person ceasing to be a Member: will not be entitled to any refund (or part refund) of a subscription; and will remain liable for and will pay to the Organisation all subscriptions and moneys which were due at the date of ceasing to be a Member. General Meetings 7. Calling general meeting 7.1 Any 3 Directors may, at any time, call a general meeting by request to the Company Secretary. 7.2 A Member may: only request the Directors to call a general meeting in accordance with section 249D of the Corporations Act 2001 (Cth); and not request or call and arrange to hold a general meeting except under section 249E or 249F of the Corporations Act 2001 (Cth). 7.3 A general meeting must be held at a reasonable time, date and place. 8. Notice of general meeting 8.1 Subject to the provisions of the Corporations Act 2001 (Cth) allowing general meetings to be held with shorter notice, at least 21 days written notice (exclusive of the day on which the notice is served or deemed to be served and of the day for which notice is given) must be given to Members of any general meeting. 8.2 A notice calling a general meeting: must specify a place, date and time of the meeting and if the meeting is to be held in two or more places, the technology that will be used to facilitate this; must state the general nature of the business to be transacted at the meeting; and may specify a place, facsimile number and electronic address for the purposes of proxy appointment. 8
8.3 A notice of an annual general meeting needs to state the business to be transacted at the meeting. It must include: the consideration of the annual financial report, Directors' report and the Auditor's report; the election of directors; or the appointment and fixing of the remuneration of the Auditor. 8.4 The Directors may postpone or cancel any general meeting whenever they think fit (other than a meeting called as the result of a request under clause 7.2). 8.5 The Directors must give notice of the postponement or cancellation to all persons referred to in clause 50.1 entitled to receive notices from the Organisation. 8.6 The failure or accidental omission to send a notice of a general meeting (including a proxy appointment form) to any Member or the non-receipt of a notice (or form) by any Member does not invalidate the proceedings at or any resolution passed at the general meeting. Proceedings at General Meetings 9. Member In clauses 10, 11, 13 and 16, Member includes a Member present in person or by proxy. 10. Quorum 10.1 No business may be transacted at a general meeting unless a quorum of Members is present when the meeting proceeds to business. 10.2 A quorum of Members is 20% of Members (excluding Affiliate Members) present in person or by proxy. 10.3 If a quorum is not present within 30 minutes after the time appointed for a general meeting: if the general meeting was called on the requisition of Members, it is automatically dissolved; or in any other case: (i) (ii) 11. Chairperson it will stand adjourned to the same time and place seven days after the meeting, or to another day, time and place determined by the Directors; and if at the adjourned general meeting a quorum is not present within 30 minutes after the time appointed for the general meeting, the general meeting is automatically dissolved. 11.1 The President will be the chairperson of each general meeting. A Vice President will be the deputy chairperson to act as chairperson in the President's absence. 9
11.2 If: there is no chairperson or deputy chairperson; Final Version Passed at Special General Meeting of 11 October 2004, neither the chairperson nor deputy chairperson is present within 15 minutes after the time appointed for holding the general meeting; or the chairperson and deputy chairperson are unwilling to act as chairperson of the general meeting, the Directors present may elect a chairperson of the general meeting (excluding the Executive Director). 11.3 If no election is made under clause 11.2, then: the Members may elect one of the Directors (excluding the Executive Director) present as chairperson; or if no Director is present or is willing to take the chair, the Members may elect one of the Members present as chairperson. 11.4 If there is a dispute at a general meeting about a question of procedure, the chairperson may determine the question. 11.5 If a person is in possession of any: electronic recording device; placard or banner; or other article; which the chairperson reasonably considers to be dangerous, offensive or liable to cause disruption, the chairperson may: (d) (e) ask that person to leave; and if the disruption continues, adjourn the general meeting. 12. Adjournment 12.1 The chairperson of a general meeting at which a quorum is present: in her discretion may adjourn the general meeting with the meeting's consent; and must adjourn the general meeting if the meeting directs her to do so. 12.2 An adjourned general meeting may take place at a different venue to the initial general meeting. 12.3 The only business that can be transacted at an adjourned general meeting is the unfinished business of the initial general meeting. 12.4 Notice of an adjourned general meeting must only be given in accordance with clause 8.1 if a general meeting has been adjourned for more than 21 days. 13. Decision on questions 13.1 A resolution (other than a special resolution) is carried if a majority of the votes cast on the resolution are in favour of the resolution. A special resolution is carried if at least 75% of the votes cast on the resolution are in favour of the resolution. 10
13.2 A resolution put to the vote of a meeting is decided on a show of hands unless a poll is demanded in accordance with the Corporations Act 2001 (Cth). 13.3 Unless a poll is demanded: a declaration by the chairperson that a resolution has been carried, carried by a specified majority, or lost; and an entry to that effect in the minutes of the meeting, are conclusive evidence of the fact without proof of the number or proportion of the votes in favour of or against the resolution. 13.4 The demand for a poll may be withdrawn. 13.5 A decision of a general meeting may not be impeached or invalidated on the ground that a person voting at the general meeting was not entitled to do so. 14. Taking a poll 14.1 A poll will be taken when and in the manner that the chairperson directs. 14.2 The result of the poll will be the resolution of the meeting at which the poll was demanded. 14.3 The chairperson may determine any dispute about the admission or rejection of a vote. 14.4 The chairperson's determination, if made in good faith, will be final and conclusive. 14.5 A poll demanded on the election of the chairperson or the adjournment of a general meeting must be taken immediately. 14.6 After a poll has been demanded at a general meeting, the general meeting may continue for the transaction of business other than the question on which the poll was demanded. 15. Casting vote of chairperson The chairperson has a casting vote in addition to the chairperson's deliberative vote as a Member. Votes of Members 16. Entitlement to vote 16.1 Subject to clause 16.3, an Honorary Life Member and a Full Member is entitled to attend, speak and vote at a general meeting. 16.2 An Affiliate Member is entitled to attend and speak but is not entitled to vote for any purpose. 16.3 A Member is not entitled to vote at a general meeting if the member's annual subscription is more than one month in arrears at the date of the meeting. 16.4 A Member entitled to vote has one vote. 17. Objections 17.1 An objection to the qualification of a voter may only be raised at the general meeting or adjourned general meeting at which the voter tendered her vote. 17.2 An objection must be referred to the Company Secretary, whose decision is final. 11
17.3 A vote which the Company Secretary does not disallow because of an objection is valid for all purposes. 18. Votes by proxy 18.1 If a Member appoints a proxy or proxies, the proxy or proxies may not vote on a show of hands. 18.2 A proxy may but need not be a Member. 18.3 A proxy may demand or join in demanding a poll. 18.4 A proxy may vote on a poll. 18.5 A proxy may vote or abstain as she chooses except where the appointment of the proxy directs the way the proxy is to vote on a particular resolution. If a proxy votes at all, the proxy will be deemed to have voted all directed proxies in the manner directed. 19. Document appointing proxy 19.1 An appointment of a proxy is valid if it is signed by the Member making the appointment and contains the information required by subsection 250A(1) of the Corporations Act 2001 (Cth). The Directors may determine that an appointment of proxy is valid even if it only contains some of the information required by section 250A(1) of the Corporations Act 2001 (Cth). 19.2 For the purposes of clause 19.1, an appointment of a proxy received at an electronic address will be taken to be signed by the Member if the appointment of a proxy has been verified in a manner approved by the Directors. 19.3 A proxy's appointment is valid at an adjourned general meeting. 19.4 A proxy may be appointed for all general meetings or for any number of general meetings or for a particular purpose. 19.5 Unless otherwise provided for in the proxy's appointment, the appointment of the proxy will be taken to confer authority: to vote on: (i) (ii) any amendment moved to the proposed resolutions and on any motion that the proposed resolution not be put or any similar motion; and any procedural motion, including any motion to elect the chairperson, to vacate the chair or to adjourn the general meeting, even though the appointment may specify the way the proxy is to vote on a particular resolution; and to vote on any motion before the general meeting whether or not the motion is referred to in the appointment. 19.6 If a proxy appointment is signed by the Member but does not name the proxy or proxies in whose favour it is given, the chairperson may either cast as proxy or complete the appointment by inserting the name or names of one or more directors. 12
20. Lodgement of proxy Final Version Passed at Special General Meeting of 11 October 2004, 20.1 The written appointment of a proxy must be received by the Organisation (unless otherwise specified in the notice of meeting to which the proxy relates) before: the time for holding the general meeting or adjourned general meeting at which the appointee proposes to vote; or the taking of a poll on which the appointee proposes to vote. 20.2 The Organisation receives an appointment of a proxy or other authority under which it was executed when they are received at: the Office; 21. Validity a facsimile number at the Office; or a place, facsimile number or electronic address specified for that purpose in the notice of meeting. A vote cast in accordance with an appointment of proxy is valid even if before the vote was cast the appointor: (d) died; became mentally incapacitated; or revoked the proxy; unless any written notification of the death, unsoundness of mind or revocation was received by the Organisation before the relevant general meeting or adjourned general meeting. Appointment and Removal Of Directors 22. Number of Directors 22.1 The Organisation will have a maximum of 12 Directors. 22.2 The Directors are to consist of: the Office-Bearers; 7 ordinary Directors; and the Executive Director. 23. Election and removal of Directors 23.1 Subject to the provisions of this Constitution, the Organisation may elect a person as a Director (other than the Executive Director) by resolution passed in a general meeting by Members (other than Affiliate Members) voting in person or by proxy and their election will take effect from the conclusion of the meeting. The elections will be conducted using a preferential voting system 13
Final Version Passed at Special General Meeting of 11 October 2004, The Directors will appoint a returning officer who will be responsible for the conduct of the election 23.1 There shall be a separate election for each of the following positions: (d) President; two Vice-Presidents; Honorary Treasurer; and Directors (excluding the Executive Director); in the following order: (e) (f) all Directors to be elected; and from their number: (i) (ii) (iii) President; two Vice-Presidents; and Honorary Treasurer. 23.2 The number of Directors (excluding the Executive Director) to be elected at an annual general meeting is to be determined in accordance with clause 26. 23.3 The Executive Director will be a Director for the period of his or her appointment as Executive Director. 23.4 Only financial Full Members and Honorary Life Members, aged 18 years or over, are eligible to be nominated for election or be elected or appointed as Directors. 23.5 The Organisation may by resolution passed in general meeting: remove any Director before the end of the Director's period of office; and appoint another person in the Director's place. 24. Young Women Directors 24.1 One-third of the Directors who are financial Full Members or Honorary Life Members must be Young Women. 24.2 During an election of Directors in accordance with clause 23 and from the point at which all remaining Director positions must be filled by Young Women in order for the Organisation to comply with clause 24.1, Director positions will be filled by Young Women nominees according to their number of votes. 24.3 If the number of Young Women nominees is insufficient to allow the Organisation to comply with clause 24.1, the remaining Directors' positions may be filled in accordance with clause 25. 24.4 A Young Woman Director who subsequently exceeds the age of 30 during her term in office as a Director is not by reason of exceeding the age of 30 disqualified from completing her term of office as a Director. Such a Director is to be considered to be a Young Woman Director for the balance of her term of office as a Director. 14
25. Casual Vacancies Final Version Passed at Special General Meeting of 11 October 2004, 25.1 Subject to clauses 22.1 and 25.2, the Directors may appoint any Full Member or Honorary Life Member, aged 18 years or over, as a Director to fill a casual vacancy. 25.2 If a casual vacancy of a Director who was a Young Woman Director at the time of her appointment arises, the Directors must appoint a Full Member or Honorary Life Member who is a Young Woman as a Director to fill that casual vacancy. 25.3 Subject to clause 26.3, a Director appointed under clause 25.1 will hold office until the next general meeting of the Organisation when the Director may be re-elected. 26. Retirement 26.1 This clause does not apply to Office-Bearers, as the Office-Bearers are dealt with in clause 27. 26.2 A Director must retire from office at the conclusion of the third annual general meeting after the Director was last elected and is eligible for re-election subject to clause 26.3. 26.3 A Director retiring under clause 26.2 will be ineligible for re-election after serving two consecutive 3 year terms in office. A period of appointment pursuant to clause 25.1 will be ignored as a term in office for the purpose of this clause 26.3. This clause 26.3 is only applicable to terms in office commencing at or after the 2004 annual general meeting. 26.4 Notwithstanding any other clause of this Constitution Directors elected or re-elected at the 2004 annual general meeting are not required to retire at the close of that meeting but are required to retire at subsequent annual general meetings in accordance with clause 26.2. 27. Office-Bearers 27.1 An Office-Bearer must retire from office as an Office-Bearer at the conclusion of the first annual general meeting after the Office-Bearer was last elected and, subject to clause 27.2, will be eligible for re-election. 27.2 A retiring Office-Bearer will be ineligible for re-election in the same Office-Bearer position after serving three consecutive 1 year terms in office in that Office-Bearer position but is eligible for re election for a second 3 year term as an ordinary Director or other Office-Bearer position in accordance with clause 28. 27.3 A period of appointment pursuant to clause 25.1 will not be regarded as a term in office for the purpose of this clause 27. This clause 27.3 is only applicable to terms in office commencing at or after the 2004 annual general meeting. 28. Member of the National Board 28.1 Subject to the provisions of this Constitution, the Organisation may elect a person as a Member of the National Board by resolution passed in a general meeting by Members (other than Affiliate Members) voting in person or by proxy and their election will take effect subject to the National Constitution. 28.2 Only financial Full Members and Honorary Life Members, aged 18 years or over, are eligible to be nominated for election or be elected or appointed as Member of the National Board. 15
28.3 The Directors may appoint any Full Member or Honorary Life Member, aged 18 years or over, as Member of the National Board: if the person appointed under clause 28.1 as Member of the National Board is not accepted by the Young Women's Christian Associations of Australia; or to fill a casual vacancy; subject to the National Constitution. 28.4 The Member of the National Board is entitled to: notice of Directors' meetings; a copy of any papers provided to Directors for a Directors' meeting; and attend and speak at Directors' meetings; but is not entitled to vote at Directors' meetings for any purpose. 28.5 A Member of the National Board appointed under this clause 28 will hold office subject to the National Constitution. 29. Nomination 29.1 A person who is within the description referred to in any paragraph of clause 30 is ineligible to be nominated, elected or appointed as a Director or Member of the National Board. 29.2 A person is not eligible for election as a Director or Member of the National Board at a general meeting unless a written notice, in or to the effect of the form approved and issued by the Directors from time to time, signed by her: giving the person's consent to the nomination; including a signed nomination by a Full Member or Honorary Life Member which is seconded by a Full Member or Honorary Life Member; and stating either that the person is a candidate for the office of President, Vice-President, Honorary Treasurer, as an ordinary Director or Member of the National Board or that the Member intends to propose the person for election to the office of President, Vice- President, Honorary Treasurer, as an ordinary Director or Member of the National Board; has been left at the Office. 29.3 A person is ineligible to hold more than one Office-Bearer position. 29.4 A Member may not nominate herself as a Director or Member of the National Board. 29.5 A notice given in accordance with clause 29.2 must be left at the Office at least 14 days before the relevant general meeting. 29.6 A list referring to all Director vacancies and the Member of the National Board vacancy and each candidate for election in alphabetical order, and the positions for which each candidate is nominated must be displayed in a conspicuous place in the Office at least seven days before every general meeting at which an election of a Director or Member of the National Board will take place. 29.7 If an insufficient number of candidates is nominated, the Directors may fill the remaining Director vacancies in accordance with clause 25 and the Member of the National Board vacancy in accordance with clause 28. 16
30. Vacation of Office 30.1 The office of a Director immediately becomes vacant if the Director: (d) (e) (f) Final Version Passed at Special General Meeting of 11 October 2004, is prohibited by the Corporations Act 2001 (Cth) from holding office or continuing as a Director; is liable to have a person appointed, under a law relating to the administration of estates of persons who through mental or physical incapacity are incapable of managing their affairs, to administer it, or becomes in the opinion of the Directors incapable of performing his or her duties; resigns by notice in writing to the Organisation; ceases to be a Full Member or Honorary Life Member of the Organisation; is removed by a resolution of the Organisation; or is directly or indirectly interested in any contract or proposed contract with the Organisation and fails to declare the nature of the interest as required by the Corporations Act 2001 (Cth). Powers and Duties of Directors 31. Powers and duties of Directors 31.1 The business of the Organisation is managed by the Directors who may exercise all powers of the Organisation that this Constitution and the Corporations Act 2001 (Cth) do not require to be exercised by the Organisation in a general meeting. 31.2 Without limiting the generality of clause 31.1, the Directors may exercise all the powers of the Organisation to: (d) establish policies for the Organisation; appoint an Executive Director. Such an appointment shall be agreed in writing with the Executive Director, defining the position and conditions of employment; sanction the formation of any group or groups within or in conjunction with the Organisation, ratify the policies and governing rules of any such group and to monitor and develop or discontinue it after consultation with the group concerned; appoint voting Members and observers to the National Convention; (e) nominate Honorary Life Members in accordance with clause 4.7; (f) (g) (h) (i) (j) ensure that the Organisation has leadership by Members committed to promoting the best interests of the Organisation as reflected in the Objects; propose by-laws. By-laws must be confirmed by the Members in a general meeting of the Organisation; borrow money; charge any property or business of the Organisation; and issue debentures or give any other security for a debt, liability or obligation of the Organisation or of any other person. 17
Proceedings of Directors 32. Directors' meetings Final Version Passed at Special General Meeting of 11 October 2004, 32.1 Two Directors may at any time, and the Company Secretary must on the request of another Director, call a Directors' meeting. 32.2 A Directors' meeting must be: called on at least 48 hours written notice of a meeting to each Director; and held at a reasonable time, date and place. 32.3 Subject to the Corporations Act 2001 (Cth), a Directors' meeting may be held by the Directors communicating with each other by any technological means by which they are able simultaneously to hear each other and to participate in discussion. 32.4 The Directors need not all be physically present in the same place for a Directors' meeting to be held. 32.5 Subject to clause 35, a Director who participates in a meeting held in accordance with this Constitution is taken to be present and entitled to vote at the meeting. 32.6 Clauses 32.3 and 32.4 apply to meetings of Committees as if all Committee members were Directors. 32.7 The Directors may meet together, adjourn and regulate their meetings as they think fit. 32.8 A quorum for a Directors' meeting is six (6) Directors. 32.9 Where a quorum cannot be established for the consideration of a particular matter at a meeting of Directors: a general meeting may be called in accordance with clause 7 to deal with the matter; or the chairperson may adjourn the meeting and Directors will be notified of the adjourned meeting in accordance with clause 32.2. 32.10 Notice of a meeting of Directors may be given in writing or using any technology consented to by all the Directors. 33. Decision on questions 33.1 Subject to this Constitution, questions arising at a meeting of Directors are to be decided by a majority of votes of the Directors present and voting and, subject to clause 35, each Director has one vote. 33.2 The chairperson of a meeting has a casting vote in addition to her deliberative vote. Payments to Directors 34. Payments to Directors No payment will be made to any Director other than payment: of out of pocket expenses incurred by the Director in the performance of any duty as a Director where the amount payable does not exceed an amount previously approved by the Directors; 18
(d) Final Version Passed at Special General Meeting of 11 October 2004, for any service rendered to the Organisation by the Director in a professional or technical capacity, other than in the capacity as Director, where the provision of the service has the prior approval of the Directors and where the amount payable is approved by the Directors and is not more than an amount which commercially would be reasonable payment for the service; of any salary or wage due to the Director as an employee of the Organisation where the terms of employment have been approved by the Directors; and relating to an indemnity in favour of the Director and permitted by section 199A of the Corporations Act 2001 (Cth) or a contract of insurance permitted by section 199B. 35. Directors' interests 35.1 No contract made by a Director with the Organisation and no contract or arrangement entered into by or on behalf of the Organisation in which any Director may be in any way interested is avoided or rendered voidable merely because of the Director holding office as a director or because of the fiduciary obligations arising out of that office. 35.2 No Director contracting with or being interested in any arrangement involving the Organisation is liable to account to the Organisation for any profit realised by or under any such contract or arrangement merely because of the Director holding office as a director or because of the fiduciary obligations arising out of that office. 35.3 A Director is not disqualified merely because of being a Director from contracting with the Organisation in any respect. 35.4 Subject to clause 34, a Director or a body or entity in which a Director has a direct or indirect interest may: enter into any agreement or arrangement with the Organisation; hold any office or place of profit other than as auditor in the Organisation; and act in a professional capacity other than as auditor for the Organisation, and the Director or the body or entity can receive and keep beneficially any remuneration, profits or benefits under any agreement or arrangement with the Organisation or from holding an office or place of profit in or acting in a professional capacity with the Organisation. 35.5 A Director who has a material personal interest in a matter that is being considered at a Directors' meeting must not: may: (d) (e) be present while the matter is being considered at the meeting; or vote on the matter, unless permitted by the Corporations Act 2001 (Cth) to do so, in which case the Director be counted in determining whether or not a quorum is present at any meeting of Directors considering that contract or arrangement or proposed contract or arrangement; sign or countersign any document relating to that contract or arrangement or proposed contract or arrangement; and vote in respect of, or in respect of any matter arising out of, the contract or arrangement or proposed contract or arrangement. 19
35.6 A Director may be or become a director or other officer of, or otherwise interested in, any related body corporate or any other body corporate promoted by the Organisation or in which the Organisation may be interested as a vendor, shareholder or otherwise and is not accountable to the Organisation for any remuneration or other benefits received by the Director as a director or officer of, or from having an interest in, that body corporate. 36. Alternate Directors 36.1 A Director may, with the approval of the Directors, appoint any financial Full Member or Honorary Life Member, aged 18 years or over, as her alternate for a period determined by that Director. 36.2 An Alternate Director is entitled to notice of Directors' meetings and, if the appointor is not present at a meeting, is entitled to attend, be counted in a quorum and vote as a Director. 36.3 An Alternate Director is an officer of the Company and is not an agent of the appointor. 36.4 The provisions of this Constitution which apply to Directors also apply to Alternate Directors. 36.5 The appointment of an Alternate Director may be revoked at any time by the appointor or by the other Directors. 36.6 An Alternate Director's appointment ends automatically when his or her appointor ceases to be a Director. 36.7 Any appointment or revocation under this clause must be effected by written notice delivered to the Company Secretary. 37. Remaining Directors 37.1 The Directors may act even if there are vacancies on the board. 37.2 If the number of Directors is not sufficient to constitute a quorum at a Directors' meeting, the Directors may act only to: appoint a Director; or call a general meeting. 38. Chairperson 38.1 The President shall be chairperson of Directors' meetings. 38.2 The Directors may elect one of the Vice-Presidents as deputy chairperson to act as chairperson in the chairperson's absence. 38.3 If the chairperson and deputy chairperson are not present at any Directors' meeting within ten minutes after the time appointed for the meeting to begin, the Directors present must elect a Director (other than the Executive Director) to be chairperson of the meeting. 39. Delegation 39.1 The Directors may delegate any of their powers, other than those which by law must be dealt with by the Directors as a board. 39.2 The Directors may at any time revoke any delegation of power. 39.3 At least one member of each Committee must be a Director. 20
39.4 A Committee must exercise its powers in accordance with any directions of the Directors and a power exercised in that way is taken to have been exercised by the Directors. 39.5 A Committee may be authorised by the Directors to sub-delegate all or any of the powers for the time being vested in it to a person approved by the Directors. 39.6 Meetings of any Committee will be governed by the provisions of this Constitution which deal with Directors' meetings so far as they are applicable and are not inconsistent with any directions of the Directors. The provisions apply as if each member was a Director. 40. Written resolutions 40.1 The Directors may pass a resolution without a Director's meeting being held if Directors sign a document containing a statement that they are in favour of the resolution set out in the document. The resolution is passed by a majority of the votes of Directors. 40.2 A quorum for a resolution of Directors under this clause 40 is a majority of Directors. 40.3 For the purposes of clause 40.1, separate copies of a document may be used for signing by Directors if the wording of the resolution and statement is identical in each copy. 40.4 Any document referred to in this clause may be in the form of a facsimile or electronic transmission. 40.5 The minutes of Directors' meetings must record that a meeting was held in accordance with this clause 40. 40.6 This clause applies to meetings of Committees as if all members of the Committee were Directors. 41. Validity of acts of Directors If it is discovered that: there was a defect in the appointment of a person as a Director or member of a Committee; or a person appointed to one of those positions was disqualified, all acts of the Directors or the Committee before the discovery was made are as valid as if the person had been duly appointed and was not disqualified. 42. Minutes and Registers 42.1 The Directors must cause minutes to be made of: the names of the Directors present at all Directors' meetings and meetings of Committees; all proceedings and resolutions of general meetings, Directors' meetings and meetings of Committees; all resolutions passed by Directors in accordance with clause 40; (d) (e) all appointments of officers; all orders made by the Directors and Committees; and (f) all disclosures of interests made under clause 35. 21
42.2 Minutes must be signed by the chairperson of the meeting or by the chairperson of the next meeting of the relevant body. 42.3 The Organisation must keep all registers required by this Constitution and the Corporations Act 2001 (Cth). Operational Management 43. Operational management 43.1 The Directors may provide for the management and transaction of the affairs of the Organisation in any places and in such manner as they think fit. 43.2 Without limiting clause 43.1 the Directors may: establish local boards or agencies for managing any of the affairs of the Organisation in a specified place and appoint any persons to be members of those local boards or agencies; and delegate to any person appointed under clause 43.2 any of the powers, authorities and discretions which may be exercised by the Directors under this Constitution, on any terms and subject to any conditions determined by the Directors. 43.3 The Directors may at any time revoke or vary any delegation under this clause 43. 44. Appointment of attorneys and agents 44.1 The Directors may from time to time by resolution or power of attorney executed in accordance with section 127 of the Corporations Act 2001 (Cth) appoint any person to be the attorney or agent of the Organisation: (d) for the purposes; with the powers, authorities and discretions (not exceeding those exercisable by the Directors under this Constitution); for the period; and subject to the conditions; determined by the Directors. 44.2 An appointment by the Directors of an attorney or agent of the Organisation may be made in favour of: (d) any member of any local board established under this Constitution; any company; the members, directors, nominees or managers of any company or firm; or any fluctuating body of persons whether nominated directly or indirectly by the Directors. 44.3 A power of attorney may contain such provisions for the protection and convenience of persons dealing with an attorney as the Directors think fit. 44.4 The Directors may appoint attorneys or agents by facsimile transmission, telegraph or cable to act for and on behalf of the Organisation. 22
44.5 An attorney or agent appointed under this clause 44 may be authorised by the Directors to subdelegate all or any of the powers authorities and discretions for the time being vested in it. Company Secretary 45. Company Secretary 45.1 The Executive Director will be Company Secretary, unless determined otherwise by the Directors. 45.2 The Company Secretary is entitled to attend and be heard on any matter at all Directors' and general meetings. 45.3 The Directors may, subject to the terms of the Company Secretary's employment contract, suspend, remove or dismiss the Company Secretary. Seals 46. Common Seal 46.1 If the Organisation has a Seal: the Directors must provide for the safe custody of the Seal; the Seal must not be used without the authority of the Directors or a Committee authorised to use the Seal; and every document to which the Seal is affixed must be signed by a Director and be countersigned by another Director, the Company Secretary or another person appointed by the Directors to countersign the document. 47. Duplicate Seal 47.1 If the Organisation has a Seal, the Organisation may have one or more duplicate Seals of the Seal each of which: must be a facsimile of the Seal with the addition on its face of the words 'Duplicate Seal'; and must not be used except with the authority of the Directors. Inspection of Records 48. Inspection of records 48.1 Except as otherwise required by the Corporations Act 2001 (Cth), the Directors may determine whether and to what extent, and at what times and places and under what conditions, the financial records and other documents of the Organisation or any of them will be open for inspection by Members other than Directors. 48.2 A Member other than a Director does not have the right to inspect any financial records or other documents of the Organisation unless the Member is authorised to do so by a court order or a resolution of the Directors. 23
Notices 49. Service of notices Final Version Passed at Special General Meeting of 11 October 2004, 49.1 Notice may be given by the Organisation to any person who is entitled to notice under this Constitution: by serving it on the person; or by sending it by post, facsimile transmission or electronic notification to the person at the person's address shown in the Register or the address supplied by the person to the Organisation for sending notices to the person. 49.2 A notice sent by post is taken to be served: by properly addressing, prepaying and posting a letter containing the notice; and on the day after the day on which it was posted. 49.3 A notice sent by facsimile transmission or electronic notification is taken to be served: by properly addressing the facsimile transmission or electronic notification and transmitting it; and on the day after its despatch. 49.4 If a Member has no Registered Address a notice will be taken to be served on that Member 24 hours after it was posted on a notice board at the Office. 49.5 A Member whose Registered Address is not in Australia may specify in writing an address in Australia to be taken to be the Member's Registered Address within the meaning of this clause. 49.6 A certificate in writing signed by a Director, Company Secretary or other officer of the Organisation that a document or its envelope or wrapper was addressed and stamped and was posted is conclusive evidence of posting. 49.7 Subject to the Corporations Act 2001 (Cth) the signature to a written notice given by the Organisation may be written or printed. 49.8 All notices sent by post outside Australia must be sent by prepaid airmail post. 50. Persons entitled to notice 50.1 Notice of every general meeting must be given to: every Member; every Director; and any Auditor. 50.2 No other person is entitled to receive notice of a general meeting. 24
Audit and Accounts 51. Audit and accounts Final Version Passed at Special General Meeting of 11 October 2004, 51.1 The Directors must cause the Organisation to keep written financial records in relation to the business of the Organisation in accordance with the requirements of the Corporations Act 2001 (Cth). 51.2 The Directors must cause the financial records of the Organisation to be audited in accordance with the requirements of the Corporations Act 2001 (Cth). Winding Up 52. Winding up 52.1 If the Organisation is wound up: (d) each Member; and each person who has ceased to be a Member in the preceding year, undertakes to contribute to the property of the Organisation for the: payment of debts and liabilities of the Organisation (in relation to clause 52.1, contracted before the person ceased to be a Member) and payment of costs, charges and expenses of winding up; and adjustment of the rights of the contributories amongst themselves, such amount as may be required, not exceeding $10. 25