AUSTRALIAN RUGBY LEAGUE REFEREES ASSOCIATION INCORPORATED

AUSTRALIAN RUGBY LEAGUE REFEREES ASSOCIATION INCORPORATED ABN 83 389 089 125 CONSTITUTION Associations Incorporation Act 2009 (NSW) An incorporated association incorporated and registered in New South Wales Australian Rugby League Referees' Association Inc Constitution (draft 23 February 2012).s

CONSTITUTION of AUSTRALIAN RUGBY LEAGUE REFEREES ASSOCIATION INCORPORATED ABN 83 389 089 125 GENERAL 1. Definitions The following definitions apply in this Constitution unless the context otherwise requires: Affiliated Referees Association means any rugby league referees association located in Australia which is affiliated with either a State Association or an Affiliated State Association. Affiliated State Association means Victorian Rugby League Referees Association Incorporated; South Australian Rugby League Referees Association Incorporated; Western Australian Rugby League Referees Association Incorporated; Northern Territory Rugby League Referees Association Incorporated; and Tasmanian Rugby League Referees Association Incorporated; and a reference to the Affiliated State Associations means a collective reference to two or more of these bodies ARL Commission means Australian Rugby League Commission Limited ABN 94 003 107 293. Association and ARLRA means Australian Rugby League Referees Association Incorporated ABN 83 389 089 125 Associations Act means the Associations Incorporation Act 2009 (NSW). Associations Regulations means regulations promulgated pursuant to the Associations Act. Board means the board of Directors of the Association, which under the Act may otherwise be referred to as the Association s committee. Chairman means the chairman of the Board. Chief Executive Officer means the chief executive officer of the Association. Director means a director of the Association from time to time, who under the Act may otherwise be referred to as a committee member. Game means the playing and administration of the game of rugby league football in Australia. Insolvency Event means in relation to any Member or Director (as the context requires): a receiver, receiver and manager, administrator, trustee or similar official is appointed over any of the assets or undertaking of the Member or the Member suspends payments of its debts generally;

the Member is or becomes unable to pay its debts when they are due or is unable to pay its debts within the meaning of the Associations Act; the Member enters into or resolves to enter into any arrangement, composition or compromise with, or assignment for the benefit of, its creditors or any class of them; or an application or order is made for the winding up or dissolution of, or the appointment of a provisional liquidator to the Member or a resolution is passed or steps are taken to pass a resolution for the winding up or dissolution of the Member otherwise than for the purpose of an amalgamation or reconstruction, and in relation to any natural person means: (e) where that person commits an act of bankruptcy, enters into an assignment for the benefit of creditors, is unable to pay his or her debts when due, or any application has been made to declare that Director bankrupt. Law means the Associations Act and the Associations Regulations. Life Member means a life member of the Association elected under clause 10 and Life Membership is life membership of the Association. Member means a Member of the Association admitted under clause 10 and Membership is membership of the Association. Member Present means, in connection with a meeting, the Member present in person, by proxy, by attorney and, in the case of a corporation, by representative at the venue or venues for the meeting. Members Agreement means an agreement to be executed by prospective Members as a precondition to Membership of the Association in a form approved by the Directors from time to time. Seal means the common seal of the Association. State Association means any of New South Wales Rugby League Referees Association Incorporated; Queensland Rugby League Referees Board; and New South Wales Country Rugby League Referees Association; and a reference to the State Associations means a collective reference to two or more of these bodies. Voting Rules means the rules set out in Schedule 2. 2. Interpretation Headings are for convenience only and do not affect interpretation. The following rules of interpretation apply unless the context requires otherwise. A gender includes all genders. The singular includes the plural and conversely. Where a word or phrase is defined, its other grammatical forms have corresponding meaning. A reference to a paragraph or sub-paragraph is to a paragraph or

sub-paragraph, as the case may be, of the clause or paragraph, respectively, in which the reference appears. (e) (f) (g) A reference to any legislation or to any provision of any legislation includes any modification or re-enactment of it, any legislative provision substituted for it, and all regulations and statutory instruments issued under it. Except in so far as a contrary intention appears in this Constitution, an expression has, in a provision of this Constitution which relates to a particular provision of the Law, the same meaning as in that provision of the Law. A mention of anything after include, includes or including does not limit what else might be included. 3. Model Constitution The provisions of the model constitution prescribed by the Act do not apply to the Association. 4. Actions authorised under the Law The Association shall have power under this provision to perform any action in any case where the Associations Act confers that power on any association, if that power is comprised in its constitution documents, despite any other provision of this Constitution. The rules of the Association specified in the provisions of this Constitution shall apply subject to and in compliance with any mandatory provision of the Associations Act. Any mandatory provision of the Associations Act shall be incorporated into, and apply instead of any provision of, this Constitution in the event of any conflict. NAME AND OBJECTS 5. The name of the Association is Australian Rugby League Referees Association Incorporated. 6. The primary objects of the Association are to: be the peak Australian governing and representative body responsible for rugby league referees and officials; develop and implement uniform national rules, policies and guidelines for the purposes of the development and promulgation of rugby league refereeing and officiating; foster, promote and develop the recruitment, coaching, development and welfare of rugby league referees and officials throughout Australia; affiliate with the ARL Commission and any successor body responsible for the control and administration of the Game in Australia;

(e) (f) (g) (h) liaise with and delegate appropriate functions to state and territory referees governing bodies that are Members of the Association; promote goodwill, social fellowship and cooperation among rugby league referees and officials; promote and encourage either directly or indirectly sport and recreation, particularly rugby league football, in the interests of the social welfare of young persons; promote and encourage either directly or indirectly the physical, cultural and intellectual welfare of young people in the community and in particular, the rugby league community; and liaise and co-operate with rugby league referees associations and other organisations in other countries LIABILITY OF MEMBERS 7. The liability of the Members is limited. Every Member of the Association undertakes to contribute, to the assets of the Association in the event of its being wound up while the Member is a Member or within one year afterwards, for the payment of the debts and liabilities of the Association contracted before the Member ceases to be a Member and the costs charges and expenses of winding up the same and for the adjustment of the rights of the contributories amongst Members, such amount as may be required not exceeding $10.00. APPLICATION OF INCOME AND PROPERTY AND OF SURPLUS ON WINDING UP 8. The income and property of the Association shall be applied solely towards the promotion of the objects of the Association contained in this Constitution and no portion shall be paid or transferred directly or indirectly as a dividend bonus or any other method by way of profit to the Members of the Association provided that nothing shall prevent the payment in good faith of remuneration to any officers or servants of the Association nor to any Member or other person in return for any services actually rendered to the Association nor prevent the payment of interest on money lent nor reasonable and proper rent for premises demised or let by any Member to the Association. 9. If upon the winding up or dissolution of the Association there remains after the satisfaction of all its debts and liabilities any property whatsoever the same shall not be paid to or distributed amongst the Members of the Association but shall be given or transferred to an institution or institutions having objects similar to the objects of the Association, and whose constitution prohibits the distribution of its or their income and property among its or their Members to an extent at least as great as is imposed on the Association under clause 8, such institution or institutions to be determined by the Members unanimously, and in default thereby the Chief Judge in Equity of the Supreme Court of New South Wales or such other judge of that Court as may have or acquire jurisdiction in the matter, and if and so far as effect cannot be given to the aforesaid provisions, then to a charity, to be determined by the Members of the Association at or before the time of the dissolution.

MEMBERSHIP 10. Membership Membership of the Association is limited as follows: Subject to clause 10, the number of Members for which the Association can be registered is unlimited. The only persons and entities entitled to be Members are, subject to this Constitution: (1) the referees associations listed in Schedule 1 of this constitution and any successor body to any such body listed in Schedule 1 which assumes responsibility as the governing constituent body for rugby league referees and officials in that same state or territory; and (2) the Directors of the Association (but only for the period during which they are Directors). (iii) A candidate for Membership shall agree to be bound by this Constitution by signing and forwarding an application to the Association to this effect and agreeing to their name being entered on the register of Members. Life Membership (iv) Life Membership of the Association may be conferred by the Association in general meeting on any person who is, and has for a period of at least 20 years up to the date of nomination been, a life member of a State Association, Affiliated State Association or Affiliated Referees Association who is nominated for Life Membership by the State Association, Affiliated State Association or Affiliated Referees Association (as the case may be) that he or she is a life member of. The following provisions of this clause 10(iv) shall apply in respect of the appointment of Life Members of the Association: (1) Any nomination of a person for Life Membership shall first be made to the Board, who shall: (A) (B) (C) consider the nomination; Satisfy itself that the nominee fulfils the requirements for appointment to Life Membership set out in this Constitution; and Upon a resolution to such effect passed by at least 60 percent of the Directors present and entitled to vote at that meeting of the Board, recommend to the next Annual General Meeting that the person be appointed as a Life Member.

(2) In order for a person to be appointed as a Life Member of the Association a resolution to that effect must be passed at the Annual General Meeting by a majority of 60 percent (%) of the votes entitled to be cast at that meeting by the Members Present. (3) Provided that the percentage of affirmative votes, as required by clause 10(iv)(2), are received in respect of a motion to appoint a person as a Life Member are received, that person shall by that ballot be elected as Life Member. (4) The Association may not confer Life Membership on more than two (2) people at any Annual General Meeting. In the event that more than two (2) persons are nominated for appointment as a Life Member at any particular Annual General Meeting the two (2) nominees with the highest affirmative vote shall be appointed as Life Members, provided always that the affirmative vote must meet the threshold required by clause 10(iv)(2). (5) a Life Member shall be eligible for appointment as an officer of the Association and shall be entitled to receive notice of and attend general meetings of the Association; (6) a Life Member shall not be entitled to vote at any general meeting of the Association unless the Life Member is a Director, in which case he shall have the voting right attached to such position; and (7) a Life Member shall be presented with such badge or medallion as may be determined by the Board. No transfer of Membership shall be permitted. 11. Form of Application An application for Membership must be: in writing in a form approved by the Directors; signed by the applicant; and accompanied by any other documents or evidence as to the qualification for Membership for which the Directors reasonably require. 12. Application The application form must be accompanied by a Members Agreement executed by the applicant.

13. Admission to Membership The Directors must consider an application for Membership at the next meeting of the Board after its receipt by the Chief Executive Officer and determine, subject to this Constitution, the admission or rejection of the applicant. The Directors may require any applicant for Membership to give such information as they require before admitting the applicant to Membership of the Association. If an application for Membership is rejected: the Directors need give no reason for the rejection of an application; and the Chief Executive Officer must notify the applicant in writing of the rejection of the application. (e) If an application for Membership is accepted the Chief Executive Officer must enter the name and details of the Member into the register of Members. The Directors cannot require a Member to execute another Members Agreement once that Member has been admitted to Membership and remains a Member. 14. Notification by Members Each Member must promptly notify the Chief Executive Officer in writing of any change in the Member s qualification to be a Member of the Association. 15. Register of Members The register of Members of the Association must be kept in accordance with the Associations Act. The following must be entered in the register of Members in respect of each Member: (iii) (iv) the full name of the Member; the address, facsimile number and electronic mail address, if any, of the Member; the date of admission to and cessation of Membership; and such other information as the Directors require. Each Member must notify the Chief Executive Officer in writing of any change in that Member s name, address, facsimile number or electronic mail address, if any, within one month after the change. 16. Cessation of Membership A resignation of any Member shall be addressed to and forwarded to the Chief Executive Officer.

The Board has the power to censure or fine a Member, in the event of a Member wilfully refusing or neglecting to comply with the provisions of the Constitution. However, the Board shall not exercise this power unless at least one week before the meeting of the Board at which such resolution is passed, the Member: (iii) had notice of the meeting and the allegations against it; had notice of the intended resolution; and had an opportunity of giving orally or in writing any explanation or defence he may think fit, and provided further that any such Member may by notice in writing lodged with the Chief Executive Officer at least 24 (twenty four) hours before the time for holding the meeting at which the resolution is to be considered by the Board, elect to have the question dealt with by the Association in a general meeting. In that event a general meeting of the Association shall be called for that purpose and if at that meeting such resolution is passed by a majority of two-thirds of those present and voting, excluding the Member the subject of the resolution (such vote to be taken by ballot) the Member concerned shall be punished accordingly. Membership shall cease and the Chief Executive Officer may remove the Member s name from the register of Members as the case may be upon being satisfied that any one of the following has occurred: (iii) (iv) (v) an Insolvency Event occurring in relation to a Member; In the event that a Member ceases to be responsible as the governing body for the control and administration relating to rugby league referees and officials in the state or territory which it is domiciled; a written resignation from the Member has been received by the Chief Executive Officer with 1 (one) month s notice; In respect of the Chief Executive Officer, if he ceases to hold that position; and In the case of a Director, if that Member ceases to be a Director. GENERAL MEETINGS 17. Power to convene Annual general meetings of the Association shall be held in accordance with the provisions of the Associations Act. All meetings of the Association including the annual general meeting shall hereinafter be referred to as general meetings. The Board: may, whenever they think fit, convene a general meeting; and

must, on the requisition in writing of a Member, immediately convene a general meeting to be held as soon as practicable but, in any case, not later than 1 (one) month after the date of the submission of the requisition. If the Directors do not, within 21 (twenty one) days after the date of the submission of a requisition pursuant to clause 17, proceed to convene a general meeting, the requisitioning Member may convene a general meeting to be held not later than 2 (two) months after the date of submission of the requisition. The Board may postpone or cancel by notice in writing to all Members a general meeting convened by the Board, except that a meeting convened on the requisition of a Member or Members shall not be postponed or cancelled without their consent. 18. Notice of general meetings Subject to provisions of the Associations Act relating to special and other resolutions, at least 21 (twenty one) days written notice must be given to Members of any general meeting, provided that, subject to the Associations Act, a meeting may be called by shorter notice. Each notice convening a general meeting shall contain the information required by the Law. The non-receipt of a notice convening a general meeting by or the accidental omission to give notice to any person entitled to receive notice shall not invalidate the proceedings at or any resolution passed at the meeting. 19. Quorum No business shall be transacted at any general meeting unless a quorum of Members is present at the time when the meeting proceeds to business. Subject to clause 30 a quorum for a general meeting shall be Members Present representing not less than 50% of the total number of Members of the Association entitled to attend and vote on any item of business included in the notice of that general meeting. 20. Chairman of meetings Subject to this clause 20, the Chairman shall preside as chairman at every general meeting. Where a general meeting is held and: the Chairman is not present; or the Chairman is not present within 15 (fifteen) minutes after the time appointed for the meeting or does not wish to act as chairman of the meeting, the Members Present shall elect as chairman of the meeting another Director who is present and willing to act, or if no other Director willing to act is present at the meeting, a Member who is present and willing to act.

Any question arising at a general meeting relating to the order of business, procedure or conduct of the meeting must be referred to the Chairman of the meeting, whose decision is final. 21. Adjournments The Chairman may and shall if so directed by the meeting adjourn the meeting from time to time and from place to place. No business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for 21 (twenty one) days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Except as provided by this clause 21, it is not necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting. 22. Voting at general meetings (e) Any resolution to be considered at a meeting shall be decided on a show of hands unless a poll is demanded. Each State Association shall be entitled to cast two (2) votes in respect of every resolution put to the Members of the Association in general meeting or otherwise. Each Member of the Association other than the State Associations shall be entitled to cast one (1) vote in respect of every resolution put to the Members of the Association in general meeting or otherwise. A declaration by the Chairman that a resolution has on a show of hands been carried or lost and an entry to that effect in the minutes of the meeting shall be taken as conclusive evidence of the fact without the need to show the number or proportion of the votes recorded in favour of or against the resolution. A poll for a resolution may be requested by the Chairman or by at least two (2) Members Present and entitled to vote on the resolution. A request for a poll may be withdrawn. 23. Procedure for polls Subject to this clause, a poll when requested shall be taken in the manner and at the time the Chairman directs. The result of the poll shall be a resolution of the meeting at which the poll was requested. The request for a poll shall not prevent a meeting from continuing with the transaction of any business other than that on which a poll has been requested.

24. Casting vote for chairman In the event of an equality of votes on a show of hands or on a poll the Chairman of the meeting shall have a casting vote in addition to any vote to which the Chairman may be entitled as a Member. 25. Representation and voting of Members Members shall have the right to attend and vote at general meetings of Members, provided that, where the Member is not a natural person, any person whom the Member authorises to attend a general meeting of Members by proxy or authority must be the chairperson, a member of the executive team or a director of that Member, or such other person as the Chairman may approve in writing. Subject to this Constitution: (iii) at general meetings of Members each Member entitled to attend and vote may attend and vote in person or by proxy; on a show of hands, every Member Present having the right to vote at a general meeting has the number of votes specified by reference to clause 22; and on a poll, every Member Present having the right to vote at a general meeting has one vote. An objection to the qualification of a person to vote a general meeting: Must be raised before or at the meeting of which the vote objected is given or tendered; Must be referred to the chairperson of the meeting, his decision is final. 26. Proxies (e) (f) A Member may appoint a proxy. An instrument appointing a proxy must be in writing under the hand of the appointor personally (not by an attorney or otherwise). A proxy may vote as the proxy thinks fit on any motion or resolution in respect of which no manner of voting is indicated. An instrument appointing a proxy shall be in any form that the Directors may accept or stipulate. The documents to be received for an appointment of a proxy to be effective may be received by the Association not less than 24 hours before the meeting commences or resumes (as the case may be). Postal voting is excluded as a valid form of voting in respect of any resolution put to the Members in any general meeting.

27. Right of officers and advisers to attend general meeting Any other person (whether a Member or not) requested by the Directors to attend any general meeting shall be entitled to be present and, at the request of the Chairman, to speak at that general meeting. 28. Circulating resolutions Nothing in this Constitution limits the Association's power under the Law to pass a resolution as a circulating resolution so long as to do so is not prohibited by the Law. 29. Membership Fees Any fee payable by any Member or applicant for membership of the Association shall be established by the Board and shall thereafter be subject to change by a decision of the Board. DIRECTORS 30. Appointment of Directors The Board of Directors of the Association shall consist of ten (10) persons. 31. Election of Directors The Directors of the Association shall be appointed as follows: (iii) (iv) (v) (vi) (vii) A Chairman appointed in accordance with clause 31(g). Three (3) Directors who shall also hold the office of chairman or chief executive officer of a State Association, provided that no two (2) Directors appointed pursuant to this clause 31 are the chairman and chief executive officer respectively of the same State Association; One (1) Director nominated by the Affiliated State Associations, who shall ordinarily reside within a state or territory other than New South Wales or Queensland. One director nominated by Australian Rugby League Development or its successor that has overall responsibility for education and training in the sport of rugby league. One director nominated by National Rugby League Limited or its successor that is responsible for conducting the premier rugby league premiership competition played in Australia. The Chief Executive Officer. Two (2) Directors appointed by the directors referred to in clauses 31 to 31(vi) (both inclusive).

(e) (f) (g) (h) The Directors shall have power at any time, and from time to time, at a duly convened meeting of Directors, to appoint an individual to fill a casual vacancy. Nominations as candidate for the position described in clause 31(iii) may be made by any Affiliated State Association and shall be submitted in writing to the Chief Executive Officer not less than thirty (30) days prior to the Annual General Meeting. Such nominations shall be signed by the person nominated and by the Affiliated State Association who is nominating that person. The Chief Executive Officer shall ensure both that the names of the person(s) nominated appear on the ballot papers for the election of Directors and that the names are included in the agenda of the Annual General Meeting. Nominations for the positions described in clauses 31, 31(iv) and 31(v) shall be made by the relevant body nominating that person for appointment as Director as permitted by that clause and shall be submitted in writing to the Chief Executive Officer not less than thirty (30) days prior to the Annual General Meeting. Such nominations shall be signed by the person nominated and by the body nominating the person. The Chief Executive Officer shall ensure that the names of the person(s) nominated are included in the agenda of the Annual General Meeting. If the number of nominations for any vacant positions referred to in clause 31(iii) exceeds the number of vacancies to be filled, an election shall be conducted in accordance with the provisions of the Voting Rules. Immediately at the end of each Annual General Meeting the Directors appointed under clauses 31 to (vi) (both inclusive) shall meet for the purposes of appointing directors under clause 31(vii). Immediately after the end of each Annual General Meeting at which the Chairman is required to retire by operation of clause 32 and Directors are appointed pursuant to clause 31(vii) the nine (9) Directors of the Association shall meet for the purpose of appointing the Chairman in accordance with the requirements of clause 31(h). The Chairman of the Association must not be the chairman or president or a director, officer or employee of a State Association or Affiliated State Association. 32. Retirement and rotation of Directors A Director appointed pursuant to clause 31 shall hold office until the end of the third annual general meeting after the date on which he is appointed. A Director appointed pursuant to clause 31, (iv) and (v) shall hold office until that person is removed or replaced by the State Association that appointed him. A Director appointed pursuant to clause 31(iii) shall hold office until the end of the next annual general meeting after the date on which he is appointed.

(e) (f) A Director appointed pursuant to clause 31(vi) shall hold office while that person is appointed as the Chief Executive Officer. Once appointed, a Director appointed pursuant to clause 31(vii) shall hold office at the discretion of the directors appointed pursuant to clauses 31 to 31(vi) (both inclusive) provided that those Directors cannot remove a Director appointed pursuant to clause 31(vii) within 12 months from the date that the Director was appointed pursuant to clause 31(vii). Directors who retire from office in accordance with this clause 32 are entitled to stand for re-election 33. Vacation of office The office of a Director becomes vacant: (e) (f) (g) (h) in the circumstances prescribed by the Law: if an Insolvency Event occurs in relation to a Director; if the Director becomes of unsound mind or a person whose person or estate is liable to be dealt with in any way under the law relating to mental health; if the Director is removed from office pursuant to this Constitution; if the Director resigns by notice in writing to the Chief Executive Officer or refuses to act; is absent without the consent of the Board from 3 (three) consecutive meetings of the Board; dies; where that person is a representative of a body corporate, where that body corporate ceases to be a Member; As otherwise required by this Constitution. 34. Chief Executive Officer The Directors may from time to time appoint a Chief Executive Officer of the Association for such period and on such terms as they think fit and, subject to the terms of any agreement entered into in a particular case, may revoke such appointment. The Chief Executive Officer shall be appointed to the Board under clause 31(vi) for the duration of his appointment as Chief Executive Officer. The Chief Executive Officer must report to the Board on a regular basis and as and when required by the Board. The Chief Executive Officer shall be appointed as the Public Officer of the Association unless the Board by ordinary resolution decides to appoint some other person to the position of Public Officer.

POWERS AND DUTIES OF DIRECTORS 35. Powers of Directors Subject to the Law and this Constitution, the business of the Association shall be managed by the Directors who may exercise all powers of the Association, including but not limited to the making of rules, regulations and all other decisions consistent with fulfilling the objects of the Association, which are not, by the Law or this Constitution, required to be exercised by the Association in general meeting, provided that no regulations so made shall invalidate any prior act of the Directors which would have been valid if such regulation had not been made and provided further that the Directors shall not sell or otherwise dispose of the main undertaking of the Association, subdivide for the purpose of sale any land holdings of the Association without the prior approval of the Association in general meeting. Without limiting the generality of clause 35, the Directors may exercise all the powers of the Association to borrow money and to charge any property or business of the Association. 36. Appointment of attorneys The Directors may, by power of attorney, appoint any person to be the attorney of the Association for the purposes, with the powers, authorities and discretions vested in or exercisable by the Board as may be specified by them and for such period and subject to such conditions as they think fit. 37. Negotiable instruments All negotiable instruments of the Association shall be executed by the persons and in the manner that the Directors decide from time to time. PROCEEDINGS OF DIRECTORS 38. Proceedings (e) The Directors shall meet together for the despatch of business of the Association and may adjourn and otherwise regulate their meetings as they think fit. Any one (1) Director may, at any time, by written notice to the Chief Executive Officer request that a meeting of the Directors be convened. The Chief Executive Officer shall forthwith convene a meeting in accordance with such a request. Reasonable notice must be given to every Director of the place, date and time of every meeting of the Directors. Where any Director is for the time being outside of Australia, notice need only be given to that Director if contact details have been given. Directors shall have power at any time and from time to time, make, substitute, amend or repeal rules not inconsistent with this Constitution by way of ordinary resolution of the Board. Meetings of Directors shall occur at least four (4) times per calendar year.

39. Meetings by technology For the purposes of the Law, each Director, on becoming a Director (or on the adoption of this Constitution), consents to the use of the following technology for calling or holding a Board meeting: (iii) (iv) (v) video; telephone; electronic mail; any other technology which permits each Director to communicate with every other Director; or any combination of the technologies described in the above paragraphs. A Director may withdraw the consent given under this clause in accordance with the Law. Where the Directors are not all in attendance at one place and are holding a meeting using technology and each Director can communicate with the other Directors: the participating Directors shall, for the purpose of every provision of this Constitution concerning meetings of the Directors, be taken to be assembled together at a meeting and to be present at that meeting; and all proceedings of those directors conducted in that manner shall be as valid and effective as if conducted at a meeting at which all of them were present. 40. Quorum at meetings A quorum for a meeting of Directors is the presence or, subject to clause 39, participation as permitted by law of at least six (6) Directors. 41. Chairman The chairman of all meetings of Directors shall be the Director appointed pursuant to clause 31 as Chairman. Where a meeting of Directors is held and the Chairman is not present at the time appointed for the holding of the meeting or does not wish to chair the meeting the Directors present shall elect one of their members to be the chairman of the meeting. The Chairman shall have a casting vote in addition to any vote to which the Chairman may be entitled as a Director

42. Proceedings at meetings Subject to this Constitution, questions arising at a meeting of Directors shall be decided by majority vote of Directors present and voting and any such decision shall for all purposes be taken to be a decision of the Board. 43. Disclosure of interests A Director is not disqualified by the Director's office from contracting with the Association in any capacity. A contract or arrangement made by the Association with a Director or in which a Director is in any way directly or indirectly interested shall not be avoided merely because the Director is a party to or interested in it. A Director is not liable to account to the Association for any profit derived in respect of a matter in which the Director has a material personal interest, merely because of the Director's office or the fiduciary relationship it entails, if the Director has: (iii) declared the Director's interest in the matter as soon as practicable after the relevant facts have come to the Director s knowledge; and not contravened this Constitution or the Law in relation to the matter. A general notice that the Director is an officer or member of a specified body corporate or firm stating the nature and extent of the Director s interest in the body corporate or firm shall, in relation to a matter involving the Association and that body corporate or firm, be a sufficient declaration of the Director s interest, provided the extent of that interest is no greater at the time of first consideration of the relevant matter by the Directors than was stated in the notice. (e) (f) (g) Subject to the Law, a Director may not vote in respect of a matter in which that Director has a material personal interest. If the provisions of this clause and the Law have been observed by any Director with regard to any contract or arrangement in which the Director is in any way interested, the fact that the Director signed the document evidencing the contract or arrangement shall not in any way affect its validity. Each Director must provide the Association with notification from time to time of that Director s interests for the purposes of this clause 43. The Association shall maintain register of those interests notified to the Association from time to time in accordance with clause 43(f). 44. Remuneration No Director shall be entitled to receive or obtain any pecuniary gain from the property, business or operation of the Association; but a Director shall be entitled to reimbursement of any reasonable expenses incurred by him in the course of the discharge of his duties as a Director.

45. Board Committees The Directors may delegate any of their powers to a committee or committees consisting of such number of them and/or Members of the Association or any advisory committee or any other person as they think fit. A committee may consist of one or more persons. A committee to which any powers have been so delegated shall exercise the powers delegated in accordance with any directions of the Directors. A power so exercised shall be taken to have been exercised by the Directors. The number of members whose presence at a meeting of the committee is necessary to constitute a quorum is the number determined by the Directors and, if not so determined, is two (2). Unless the Directors determine otherwise, the quorum need only be present at the time when the meeting proceeds to business. Minutes of all the proceedings and decisions of every committee shall be made, entered and signed in the same manner in all respects as minutes of proceedings of the Directors are required by the Law to be made, entered and signed. 46. Director Expenses Notwithstanding clause 44, in the event that any Director performs any extra service at the request of the Association the Board may by resolution resolve that the Association remunerate or compensate that Director, and if so in what amount and on what terms. 47. Written resolutions If a document: (iii) (iv) is sent to all those entitled to receive notice of a meeting at which a resolution could be put; contains a statement that the signatories to it are in favour of that resolution; the terms of the resolution are set out or identified in the document; and has been signed by all of the Directors entitled to vote on that resolution, a resolution in those terms is passed on the day on which and at the time at which the document was signed by such Directors and the document has effect as a minute of the resolution. For the purposes of clause 47: two or more separate documents containing statements in identical terms each of which is signed by one or more Directors shall together be taken to constitute one document containing a statement in those terms signed by those Directors at the time at which the last of those documents to be signed was signed by a Director; and

a fax or electronic mail which is received by the Association or an agent of the Association and is sent for or on behalf of a Director shall be taken to be signed by that Director not later than the time of receipt of the fax or electronic mail by the Association or its agent in legible form. 48. Defects in appointments All acts done by any meeting of the Directors, committees of Directors or any person acting as a Director are as valid as if each person was duly appointed and qualified to be a Director or a member of the committee. Clause 48 applies even if it is afterwards discovered that there was some defect in the appointment of a person to be a Director or a member of a committee or to act as a Director or that a person so appointed was disqualified. MINUTES 49. The Directors shall cause minutes to be duly entered in books provided for the purpose: of all appointments of officers; of the names of the Directors present at each meeting of the Directors and of any committee of the Directors; of all orders made by the Directors and of any committee of the Directors; and of all resolutions and proceedings of meetings of the Association, of all meetings of the Directors of the Association, and of all meetings of any committee of the Directors, and such minutes, if purporting to be signed by the Chairman of such meeting or by the Chairman of the next succeeding meeting, shall be receivable as prima facie evidence of the matters stated in such minutes. 50. Copies of all minutes shall be forwarded to the Chief Executive Officer as soon as possible. SECRETARIES AND OTHER OFFICERS 51. Public Officer The Public Officer shall be appointed by the Board. 52. Other officers The Directors may from time to time:

(iii) create any other position or positions in the Association with such powers and responsibilities as the Directors from time to time confer; and appoint any person, whether or not a Director to a position or positions created under clause 52. The Directors may at any time terminate the appointment of a person holding a position created under clause 52 and may abolish the position. SEAL AND EXECUTING DOCUMENTS 53. Seal and its use The Association may, but need not have a common seal. If the Association has a common seal, the Seal shall be used only by the authority of the Directors, or of a committee of the Directors authorised by the Directors to authorise the use of the Seal. Every document to which the Seal is affixed shall be signed by: two (2) Directors; or a Director and a Chief Executive Officer (or another person appointed by the Directors to countersign that document or a class of documents in which that document is included). This clause does not limit the ways in which the Association may execute a document. INSPECTION OF RECORDS, ACCOUNTS AND AUDIT 54. Inspection of records The Directors has the power to authorise a Member to inspect books of the Association (to the extent, at the time and places and under the conditions the Directors consider appropriate). A Member does not have the right to inspect any document of the Association except as provided by law or authorised by the Directors. 55. Accounts The Directors shall, if required under the Law: cause proper accounts and other records to be kept and audited; send Members copies of the financial report for the financial year, the Directors report for the year and the auditor s report on the financial report which shall include a profit and loss statement for the year, a balance sheet as at the end of the year and a statement of cash flows for the year and every document required by law to be attached thereto within four (4) months after the end of the financial year; and

cause to be laid before each Annual General Meeting the financial report, the Directors report and the auditor s report for the last financial year that ended before the Annual General Meeting. 56. Audit A properly qualified auditor or auditors shall be appointed to the Association to review the financial statements, the notes thereto and the Directors declaration about the financial statements and the notes thereto and report to the Members on whether the auditor is of the opinion that the financial report is in accordance with the Law, complies with accounting standards and presents a true and fair view. NOTICES 57. Notices generally Any Member who has not left at or sent to the registered office a place of address, facsimile number or an electronic mail address (for registration in the register) at or to which all notices and documents of the Association may be served or sent shall not be entitled to receive any notice. A notice may be given by the Association to any Member by: (iv) (v) serving it on the Member personally; sending it by post to the Member or leaving it at the Member's address as shown in the register or the address supplied by the Member to the Association for the giving of notices; fax to the fax number supplied by the Member to the Association for the giving of notices; or transmitting it electronically to the electronic mail address given by the Member to the Association for the giving of notices. Notice to a Member whose address for notices is outside Australia shall be sent by airmail, fax or electronic mail. Where a notice is sent by post, service of the notice shall be taken to be effected by properly addressing, prepaying and posting a letter containing the notice and to have been effected: in the case of a notice of a meeting, on the day next after the date of its posting; and in any other case, at the time at which the letter would be delivered in the ordinary course of post. (e) Where a notice is sent by fax or electronic transmission, service of the notice shall be taken to be effected by properly addressing and sending or transmitting the notice and to have been effected on the business day after it is sent.

58. Notices of general meeting Notice of every general meeting shall be given in the manner authorised by clause 57: to every Member and to each Director; and to the auditor to the Association. Except as required by the Law, no other person is entitled to receive notice of general meetings. INDEMNITY 59. Indemnity and insurance To the extent permitted by law and without limiting the powers of the Association, the Association must indemnify each person who is, or has been, a Director or Chief Executive Officer or officer of the Association against any liability which results from facts or circumstances relating to the person serving or having served in that capacity in relation to the Association: (iii) to any person (other than the Association or a related body corporate), which does not arise out of conduct involving a lack of good faith or conduct known to the person to be wrongful; and for costs and expenses incurred by the person in defending proceedings, whether civil or criminal, in which judgment is given in favour of the person or in which the person is acquitted, or in connection with any application in relation to such proceedings in which the court grants relief to the person under the Law. The Association need not indemnify a person as provided for in clause 59 in respect of a liability to the extent that the person is entitled to the benefit of an indemnity in respect of that liability under a contract of insurance. To the extent permitted by law and without limiting the powers of the Association, the Directors may authorise the Association to, and the Association may enter into any: (iii) documentary indemnity in favour of; or insurance policy for the benefit of, a person who is, or has been, a Director, Chief Executive Officer, employee or other officer of the Association. The benefit of each indemnity given in clause 59 continues, even after its terms or the terms of this paragraph are modified or deleted, in respect of a liability arising out of acts or omissions occurring prior to the modification or deletion.

Schedule 1 Names and Addresses of State Associations and Affiliated State Associations NAME ADDRESS State Associations 1 2 3 Affiliated State Associations 1 2 3 4 5

Schedule 2 Voting Rules The capitalised terms used in this Schedule 2 are ascribed the same meanings as given to those terms in the Constitution unless expressly stated to the contrary. Part 1 Informal Ballot Papers 1 The following rules shall apply in the conduct of any election provided for pursuant to the Constitution of the Association or otherwise conducted by the Association. Subject to the provisions of Rule 2 below, ballot paper shall be informal if: (iii) (iv) (v) it is not authenticated by the initials of the presiding returning officer. it is not an original ballot paper. the voter makes any mark or obliteration to the ballot paper other than making marks on the ballot paper as which are required to be made by these voting rules in order for the voter to indicate his preferred nominee in the election being conducted. It has no vote indicated on it, or does not indicate the voter s first preference for one candidate. It has upon it any mark, obliteration or writing by which, in the opinion of the Returning Officer, the voter can be identified. 2 Any mark or obliteration on the face of a ballot paper, which is made and appropriately initialled by the Returning Officer for the purpose of denoting which candidates, whose names are listed on the ballot paper, are properly entitled to stand for election to the office that the named person is listed as a candidate for, shall be deemed to be a valid amendment to the ballot paper which shall not render the ballot paper informal for the purposes of Rule 1 above. Part 2 Exhaustive Ballot Voting Rules 1 The following rules in this Part 2 of Schedule 2 to the Constitution shall apply in respect of all elections conducted pursuant to or by reference to the provisions of the Constitution (the Elections ). 2 Elections shall be conducted by exhaustive ballot. 3 All persons present and entitled to cast votes in an Election (the Voters ) shall be advised of the nominees standing as candidates in the Election prior to each round of the voting process.