-i- CONSTITUTION OF SOY AUSTRALIA LIMITED
TABLE OF CONTENTS 1. Preliminary... 4 1.1 Company Name... 4 1.2 Company Limited by Guarantee... 4 1.3 Objects of the Company... 4 1.4 Application of Income and Property... 4 1.5 Permitted Payments... 4 1.6 Replaceable Rules... 5 1.7 Definitions... 5 1.8 Interpretation... 6 2. MEMBERSHIP... 6 2.1 Categories of Membership... 6 2.2 Admission of Members... 7 2.3 Member Subscription... 7 2.4 Right to Vote & Attend Meetings... 7 2.5 Limited Liability... 7 2.6 Guarantee... 7 2.7 Winding Up... 7 3. CESSATION OF MEMBERSHIP... 8 3.1 Unpaid Subscription Fee... 8 3.2 Resigning as a Member... 8 3.3 Expulsion of a Member... 8 4. THE BOARD... 8 4.1 Board Composition... 8 4.2 Term of Directors... 9 4.3 Retiring of Directors... 9 4.4 No Membership Qualification... 9 4.5 Election of Directors by Direct Members... 9 4.6 Casual Vacancies... 10 4.7 Cessation of Director s Appointment... 10 4.8 Chairman & Deputy Chairman... 10 5. POWERS AND DUTIES OF THE BOARD... 11 5.1 Management of Business... 11 5.2 Exercise of Company Powers... 11 5.3 Keeping of Minutes... 11 6. PROCEEDINGS OF THE BOARD... 11 6.1 Meetings of the Board... 11 6.2 Passing of Resolutions... 11 6.3 Quorum... 12 6.4 Vacancy... 12 6.5 Chairman... 12 6.6 Use of Technology... 12 6.7 Delegation of Powers... 12 6.8 Terms of Delegation... 12 6.9 Proceedings of Committee... 13
-iii- 6.10 Procedural Irregularities... 13 6.11 Circular Resolution... 13 7. SECRETARY... 13 8. GENERAL MEETING... 13 8.1 Annual General Meeting... 13 8.2 Convening of General Meeting by Director... 13 8.3 Notice... 13 8.4 Technology... 14 9. PROCEEDINGS AT GENERAL MEETINGS... 14 9.1 Quorum... 14 9.2 Quorum Not Present... 14 9.3 Chairing of Meetings... 14 9.4 Adjournment of Meeting... 14 10. VOTING AT GENERAL MEETING... 14 10.1 Method of Voting... 14 10.2 Demands for Poll... 15 10.3 Casting Vote... 15 10.4 Unpaid Subscription Fee... 15 10.5 Voting by Proxy... 15 10.6 Instrument of Proxy... 15 10.7 Form of Proxy... 15 10.8 Lodgement of Proxy... 16 10.9 Validity of Proxy... 16 10.10 Corporate Representative... 16 11. SEAL... 16 12. RECORDS & ACCOUNTS... 16 12.1 Record of Expenditure and Income... 16 12.2 Keeping of Accounts... 17 12.3 Inspection of Accounts... 17 12.4 Endorsement of Cheques... 17 13. AUDIT... 17 14. NOTICES... 17 14.1 Giving of Notices... 17 14.2 Notice for General Meeings... 17 15. INDEMNITY... 18 16. SUBSCRIBERS... 19
Corporations Act Company Limited by Guarantee CONSTITUTION OF SOY AUSTRALIA LIMITED 1. Preliminary 1.1 Company Name The name of the company is Soy Australia Limited (hereinafter called the Company ). 1.2 Company Limited by Guarantee The Company is limited by guarantee and the liability of members is limited as provided in this constitution. 1.3 Objects of the Company The objects for which the Company is established are to: (c) (d) (e) (f) promote development of the soybean industry; cooperate with, and provide support to, Australian Oilseeds Foundation Inc in regards to matters impacting on the oilseed industry; cooperate with individuals and businesses in promoting activities for benefit of the soybean industry; represent the interests of the soybean and oilseeds industry in commercial, government and industry activities; provide forum for discussion and debate of issues relevant to the oilseed and soybean industry; and collect and manage voluntary industry levies on behalf of all industry participants. 1.4 Application of Income and Property Subject to rule 1.5, the income and property of the Company, whencesoever derived, shall be applied solely towards the promotion of the objects of the Company as set forth in the Constitution, and no portion thereof shall be paid or transferred directly or indirectly, by way of dividend, bonus or otherwise to the members of the Company. 1.5 Permitted Payments No provision of this Constitution shall prevent the payment, in good faith, of reasonable and proper remuneration to any officer or servant of the Company, or to any member of the Company, in return for any services actually rendered to the Company or for goods
-5- supplied in the ordinary and usual way of business, nor prevent the payment of interest at a rate not exceeding the rate for the time being fixed for the purpose of this paragraph by the Constitution on money borrowed from any members of the Company, or reasonable and proper rent for premises demised or let by any member to the Company, and any Director appointed to any office of the Company shall be entitled to proper and reasonable remuneration and the repayment of out-of-pocket expenses and interest at the rate aforesaid on money lent, or reasonable and proper rent for premises demised or let to the Company. For the purpose of this Rule 1.5 of this Constitution the rate of interest payable in respect of money lent by members to the Company shall not exceed the lowest rate paid for the time being by the Commonwealth Bank in respect of term deposits. 1.6 Replaceable Rules The replaceable rules referred to in section 141 of the Act do not apply to the Company and are replaced by the rules set out in this Constitution. 1.7 Definitions Unless defined otherwise in this Constitution, the following capitalised words are defined as follows: Act means the Corporations Act 2001; Associate Member means any corporation, organisation or individual who is not involved in the growing, processing or marketing of soybeans and has been approved by the Board; Auditor means the registered company auditor/s of the Company from time to time; Board mean the Directors of the Company elected or appointed pursuant to this Constitution; Chairman means a Director appointed by the Board to chair its meetings; Company means Soy Australia Limited; Constitution means this constitution as amended, novated, supplemented, varied or replaced from time to time; Direct Member means any corporation, organisation or individual, including soybean growers, that is involved in the growing, processing or marketing of soybeans and has been approved by the Board as a Direct Member. Director means a person who is, for the time being, a director of the Company; Honorary Member means a person who is appointed and classified an honorary member by the Board; Northern Australia is defined as that part of Australia north of latitude 32⁰ Register means the register of members kept as required by sections 168 and 169 of the Act; Seal means the common seal of the Company; and
Secretary means any person appointed to perform the duties of a secretary of the company and includes an honorary secretary. Southern Region is defined as that part of Australia south of latitude 32⁰. 1.8 Interpretation Headings and marginal notes are for convenience only, and do not affect interpretation. In the construction of this Constitution unless contrary to or inconsistent with the context: (c) (d) (e) (f) (g) (h) (i) (j) expressions referring to writing shall, unless the contrary intention appears, be construed as including references to printing, lithography, photography and other modes of representing or reproducing words in a visible form; words or expressions contained in the Constitution shall be interpreted in accordance with the provisions of the Act; a reference to a statue, ordinance, code or other law includes regulations and other instruments under it and consolidations, amendments, re-enactments or replacements of any of them. a reference to the singular number includes a reference to the plural number and vice versa; a reference to any gender includes a reference to the other genders and each of them; the word person includes a firm, a body corporate, an unincorporated association or an authority; a reference to a group of persons or parties is a reference to all of them collectively, to any two or more of them collectively and to each of them individually; a reference to this Constitution or other document includes any variation novation or replacement of or supplement to any of them from time to time; a reference to any person or company shall mean and include the legal personal representatives, successors in title, substitutions (including, but not limited to, persons taking by novation) or assigns of such person or company as the circumstances may require; and a reference to dollars, AUD or $ is to an amount in Australian currency. 2. MEMBERSHIP 2.1 Categories of Membership The members of the Company are: Associate Members; Direct Members; and
-7- (c) Honorary Members; 2.2 Admission of Members The Board shall have the absolute discretion as to whether to approve and admit a person as a member of the Company. 2.3 Member Subscription All members, with the exception of Honorary Members shall pay to the Company an annual subscription fee. The amount of such annual subscription fee shall be determined by the Board each year in its absolute discretion and may vary according to each category and class of membership. All subscriptions shall be due and payable on the date determined by the Board. 2.4 Right to Vote & Attend Meetings The right to vote at the annual general meeting and any general meeting of the Company shall be as follows: (i) (ii) Direct Members and Honorary Members are entitled to one vote each; Associate Members are not entitled to vote. For the avoidance of doubt, only Direct Members are entitled to vote in relation to any resolution appointing or removing the Directors that represent the Direct Members as set out in Rule Error! Reference source not found.. All members shall be entitled to receive notice of, and attend the annual general meeting, and any other meetings, of the Company. 2.5 Limited Liability The liability of the members is limited to the amount undertaken to be contributed by the member to the property of the Company in the event of its being wound up. 2.6 Guarantee Every member of the Company undertakes to contribute to the property of the Company in the event of the same being wound up during the time that he is a member, or within one year after he ceases to be a member, for payment of the debts and liabilities of the Company (contracted before he ceases to be a member) and of the costs, charges and expenses of winding up and for the adjustment of the rights of the contributories amongst themselves, such amount as may be required, not exceeding ten dollars ($10.00). 2.7 Winding Up If upon the winding-up or dissolution of the Company there remains, after satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to nor distributed among the members of the Company but shall be given or transferred to some other institution or company having objects similar to the objects of the Company and whose Memorandum of Association or Constitution shall prohibit 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 Company under or by virtue of Rule 3 thereof. Such institution or institutions to be determined by the members of the Company at or before the time of the
dissolution and in default thereof by application to the Supreme Court of New South Wales for determination. 3. CESSATION OF MEMBERSHIP 3.1 Unpaid Subscription Fee If the subscription of a member shall remain unpaid for a period of six calendar months after it becomes due then the member may after notice of the default shall have been sent to him by the Secretary be debarred by resolution of the Board from all privileges of membership provided that the Board may reinstate the member on payment of all arrears if the Board thinks fit to do so. 3.2 Resigning as a Member A member may at any time by giving notice in writing to the Secretary resign his membership of the Company but shall continue to be liable for any annul subscription and all arrears due and unpaid at the date of his resignation and for all other moneys due by him to the Company and in addition for any sum not exceeding ten dollars ($10.00) for which he is liable as member of the Company under Rule 2.6 of the Constitution. 3.3 Expulsion of a Member If any member shall wilfully refuse or neglect to comply with the provisions of the Constitution or shall be guilty of any conduct which in the opinion of the Board is unbecoming of a member or prejudicial to the interests of the Company the Board shall have power by resolution to censure, fine, suspend or expel the member from the Company. Provided that at least one week before the meeting of the Board at which such a resolution is passed the member shall have had notice of such meeting and of what is alleged against him and of the intended resolution and that he shall at such meeting and before the passing of such resolution have had an opportunity of giving orally or in writing any explanation he may think fit and provided further that any such member may by notice in writing lodged with the Secretary at least 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 Company in general meeting. In that event a general meeting of the Company shall be called for the purpose and if at the meeting such a resolution be passed by a majority of those present and voting (such vote to be taken by secret ballot) the member concerned shall be punished accordingly and in the case of a resolution for his expulsion the member shall be expelled. 4. THE BOARD 4.1 Board Composition The Board shall consist of: a) six (6) Directors to be elected at the Annual General Meeting of the Company by the Direct Members;
-9- i. of which at least one (1) Director will represent the region of Northern Australia; ii. of which at least one (1) director will represent the region of the North Coast of New South Wales, nominated by the North Coast Growers Association Inc; iii. of which at least one (1) Director will represent the region of Southern Australia; iv. of which at least one (1) Director is a registered soybean grower; b) one (1) Director nominated by the Australian Oilseeds Federation Inc; c) up to three (3) Directors with special qualifications to be elected by the Board from time to time. 4.2 Term of Directors All persons appointed or elected as Directors will, unless they resign early or are stood down in accordance with the Corporation Act or this Constitution, shall serve for a two (2) year term. 4.3 Retiring of Directors All Directors elected by the Direct Members shall retire at the second annual general meeting and at each alternate annual general meeting thereafter all the directors elected in accordance with Rules 4.1 and 4.1 shall retire. In relation to the Directors appointed by the Board, the Board shall decide in its absolute discretion the timing and manner in which the Board appointed Directors shall retire provided that term of such Directors does not exceed two (2) years. All Directors shall be eligible for re-election following retirement in accordance with this Rule 4.3. 4.4 No Membership Qualification A Director need not be a member of the Company. Neither the Auditor of the Company nor any partner or employee of the Auditor is eligible to act as a Director. 4.5 Election of Directors by Direct Members The election of the Directors by the Direct Members at the annual general meeting shall take place in the following manner: (c) Any two Direct Members of the Company shall be at liberty to nominate any other person to serve as an office-bearer or other Director. The nomination, which shall be in writing and signed by the relevant Direct Member and his proposer and seconder, shall be lodged with the Secretary at least fourteen days before the annual general meeting at which the election is to take place. A list of the candidates' names, in alphabetical order, with the proposers' and seconders' names shall be posted in a conspicuous place in the registered office
of the Company for at least seven days immediately preceding the annual general meeting. (d) (e) Balloting lists shall be prepared (if necessary) containing the names of the candidates only, in alphabetical order. Each Direct Member present at the annual general meeting shall be entitled to vote for any number of such candidates not exceeding the number of vacancies. In case there shall not be a sufficient number of candidates nominated, the Committee may fill up the remaining vacancy or vacancies. 4.6 Casual Vacancies The Board shall have power at any time, and from time to time, to appoint any member of the Company as a Director, either to fill a casual vacancy or as an addition to the existing office-bearers or other Directors, but so that the total number of office-bearers and other Directors shall not at any time exceed the number fixed in accordance with rule 4.1. Any office-bearer or other Director so appointed shall hold office only until the next following annual general meeting. 4.7 Cessation of Director s Appointment The office of a Director shall become vacant if the Director: (c) (d) (e) (f) (g) (h) becomes insolvent under administration or makes any arrangement or composition with his creditors generally; becomes prohibited from being a Director of a company by reason of any order made under the Act; ceases to be a Director by operation of Section 203B of the Act; 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, resigns his office by notice in writing to the Company; for more than six months is absent without permission of the Board from meetings of the Board held during that period; holds any office of profit under the Company; or has a material personal interest, within the meaning of Section 191 of the Act in any contract or proposed contract with the Company and that Director has failed to notify the other Directors of that interest. Provided always that nothing in this Rule shall affect the operation of Rule 1.5 of the Constitution. 4.8 Chairman & Deputy Chairman The Board may elect, from time to time: a Chairman; and a Deputy Chairman;
-11- If there is no Chairman or the Chairman is not present within 15 minutes after the time for which a Board meeting is called or is unwilling to act, the Deputy Chairman will chair the meeting. In the absence of both the Chairman and Deputy Chairman, the Directors present must elect a Director present to chair the meeting. 5. POWERS AND DUTIES OF THE BOARD 5.1 Management of Business The business of the Company shall be managed by the Board who may pay all expenses incurred in promoting and registering the Company, and may exercise all such powers of the Company as are not by the Act, or the Constitution, required to be exercised by the Company in general meeting, subject nevertheless to the Constitution, the provisions of the Act, and such Directors, not being inconsistent with the aforesaid Constitution or provisions, as may be prescribed by the Company in general meeting; provided that any rule, regulation or by-law of the Company issued or made by the Board may be disallowed by the Company in general meeting; and provided further that no resolution passed by the Company in general meeting shall invalidate any prior act of the Board, which would have been valid if that resolution had not been passed. 5.2 Exercise of Company Powers The Board may exercise all the powers of the Company to borrow money and to mortgage or charge its property, or any part thereof, and to issue debentures and other securities whether outright or as security for any debt, liability, or obligation of the Company. 5.3 Keeping of Minutes The Board shall cause minutes to be made. (c) of all appointments of officers and servants; of the names of the Directors present at all meetings of the Company and of the Board; of all proceedings at all meetings of the Company, and of the Board. Such minutes shall be signed by the Chairman of the meeting at which the proceedings were held or by the Chairman of the next succeeding meeting. 6. PROCEEDINGS OF THE BOARD 6.1 Meetings of the Board The Board may meet together for the dispatch of business, adjourn and otherwise regulate its meetings as it thinks fit. A Director may at any time, and a Secretary shall, on the requisition of a Director, convene a meeting of the Board. 6.2 Passing of Resolutions Subject to the Constitution, questions arising at any meeting of the Board shall be decided by a majority of votes and a determination by a majority of the Directors present shall for
all purposes be deemed a determination of the Directors. In case of an equality of votes the Chairman of the meeting shall have a second or casting vote? 6.3 Quorum The quorum necessary for the transaction of the business of the Board shall be a majority of the total number of Directors as provided in Rule 4.1 or such greater number as may be fixed by the Board from time to time. 6.4 Vacancy The continuing Directors may act notwithstanding any vacancy in the Board, but, if and so long as their number is reduced below the number fixed by Rule 4.1 as the necessary quorum of the Board, the continuing Director or Directors may act for the purpose of increasing the number of Directors to that number or of convening a general meeting of the Company but for no other purpose. 6.5 Chairman The Chairman shall preside as Chairman at every meeting of the Board, or if there is no Chairman, or if at any meeting he is not present within fifteen minutes after the time appointed for holding the meeting, or if being present, he is unwilling to preside, the Deputy Chairman shall be Chairman or if the Deputy Chairman is not present at the meeting then the members may choose one of their number to be Chairman of the meeting. 6.6 Use of Technology A Board meeting may be held using any means of audio-visual communication by which each Director participating can hear and be heard by each other Director participating or in any other way permitted by section 248D of the Act. 6.7 Delegation of Powers The Board may delegate any of its powers: to a committee consisting of at least 1 Director which may also include people who are not Directors; or to an attorney; and may revoke a delegation previously made whether or not the delegation is expressed to be for a specified period. 6.8 Terms of Delegation A delegation of powers under Rule 6.7 may be made: for a specified period or without specifying a period; and on the terms (including power to further delegate) and subject to any restrictions the Board decides. Power exercised in accordance with a delegation of the Board is treated as exercised by the Board.
-13-6.9 Proceedings of Committee Subject to the terms on which a power of the Board is delegated to a committee, the meetings and proceedings of committees are, to the greatest extent practical, governed by the rules of this Constitution which regulate the meetings and proceedings of the Board. 6.10 Procedural Irregularities All acts done by any meeting of the Board, of a committee or by any Director shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any such Board, committee or Director, or that the Directors or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Director or committee member. 6.11 Circular Resolution A resolution in writing signed by all Directors in Australia for the time being entitled to receive notice of a meeting of the Board, shall be as valid and effectual as if it had been passed at a meeting of the Board duly convened and held. Any such resolution may consist of several documents in like form, each signed by one or more Directors. 7. SECRETARY The Secretary shall, in accordance with Section 204 of the Act be appointed by the Board for such term, upon such conditions as it thinks fit, and any Secretary so appointed may be removed by it. Nothing herein shall prevent the Board from appointing a member of the Company as Honorary Secretary and any member so appointed shall forthwith become an office-bearer of the Company and, if not already a member of the Board ex officio a member of the Board and any member so appointed shall be subject to the provisions of Rule 1.5 of the Constitution. 8. GENERAL MEETING 8.1 Annual General Meeting An annual general meeting of the Company shall be held in accordance with the provisions of the Act. 8.2 Convening of General Meeting by Director 8.3 Notice Any Director may, whenever he may think fit, convene a general meeting. General meetings shall also be convened on such requisition, or in default may be convened by such requisitions, as provided by Sections 249D-249F of the Act. Subject to the provisions of the Act relating to special resolutions and agreements for shorter notice, at least twenty one (21) days notice (exclusive of the day on which the notice is served or deemed to be served, but inclusive of the day for which notice is given) specifying the place the day and the hour of meeting and in case of special business the general nature of that business shall be given to such persons as are entitled to receive such notices from the Company.
8.4 Technology The Company may hold a meeting of members at two (2) or more venues using any technology that gives the members as a whole a reasonable opportunity to participate. 9. PROCEEDINGS AT GENERAL MEETINGS 9.1 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. Save as herein otherwise provided six (6) members present in person shall be a quorum. For the purpose of this Rule member includes a person attending as a proxy or as representing a corporation which is a member. 9.2 Quorum Not Present If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened under the requisition of members, shall be dissolved; in any other case it shall stand adjourned to the same day in the next week, at the same time and place or to such other day and at such other time and place as the Board may determine. If at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the members present (being at least two) shall be a quorum. 9.3 Chairing of Meetings The Chairman shall preside as Chairman at every general meeting of the Company, or if there is no Chairman, or if he is not present within fifteen minutes after the time appointed for the holding of the meeting or is unwilling to act, the Deputy Chairman is not present or is unwilling to act, then the members present shall elect one of their number to be Chairman of the meeting. 9.4 Adjournment of Meeting The Chairman may, with the consent of any meeting at which a quorum is present, (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but 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 thirty (30) days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid it shall not be necessary to give any notice of an adjournment or the business to be transacted at an adjourned meeting. 10. VOTING AT GENERAL MEETING 10.1 Method of Voting At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands, unless a poll is (before or on the declaration of the result of the show of hands) demanded: by the Chairman; or by at least two members present in person or by proxy.
-15- Unless a poll is so demanded a declaration by the Chairman that a resolution has, on a show of hands, been carried, or carried unanimously, or by a particular majority, or lost and an entry to that effect in the book containing the minutes of the proceedings of the Company shall be conclusive evidence of the fact, without proof of the number or proportion of the votes recorded in favour of, or against the resolution. The demand for a poll may be withdrawn. 10.2 Demands for Poll If a poll is duly demanded it shall be taken in such a manner and either at once or after an interval or adjournment or otherwise as the Chairman directs, and the result of the poll shall be the resolution of the meeting at which the poll was demanded but a poll demanded on the election of a Chairman or on a question of adjournment shall be taken forthwith. 10.3 Casting Vote In the case of an equality of votes, whether on a show of hands or on a poll, the Chairman of the meeting at which the show of hands takes place or at which the poll is demanded, shall be entitled to a second or casting vote. 10.4 Unpaid Subscription Fee No member shall be entitled to vote at any general meeting if his annual subscription shall be more than one month in arrears at the date of the meeting. 10.5 Voting by Proxy A member may vote in person or by proxy or by attorney and on a show of hands every person present who is a member or a representative of a member shall have one vote and on a poll every member present in person or by proxy or by attorney or other duly authorised representative shall have one vote. 10.6 Instrument of Proxy The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing, or, if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised. The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll. A member shall be entitled to instruct his proxy to vote in favour of or against any proposed resolutions. Unless otherwise instructed the proxy may vote as he thinks fit. 10.7 Form of Proxy The instrument appointing a proxy may be in the following form or in a common or usual form. I of being a member of Soy Australia Ltd hereby appoint of or failing him of
as my proxy to vote for me on my behalf at the (annual general meeting or general meeting as the case may be) of the Company, to be held on the day of, and at any adjournment thereof. My proxy is hereby authorised to vote in favour of/against the following resolutions: Signed this day of 10.8 Lodgement of Proxy The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at the registered office of the Company or at such other place as is specified for that purpose in the notice convening the meeting not less than forty-eight (48) hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote. In the case of a poll, not less than twenty-four hours before the time appointed for the taking of the poll. In default the instrument of proxy shall not be treated as valid. 10.9 Validity of Proxy A vote given in accordance with the terms of an instrument of proxy or attorney shall be valid notwithstanding the previous death or unsoundness of mind of the principal, or revocation of the instrument or of the authority under which the instrument was executed, if no intimation in writing of such death, unsoundness of mind or revocation as aforesaid has been received by the Company at the registered office before the commencement of the meeting or adjourned meeting at which the instrument is used. 10.10 Corporate Representative A member of a body corporate may appoint an individual to act as its representative at meetings of members as permitted by section 250D. 11. SEAL The Board shall provide for the safe custody of the Seal which shall only be used by the authority of the Board or of a committee of the Board authorised by the Directors in that behalf. Every instrument to which the Seal is affixed shall be signed by a Director and shall be countersigned by the Secretary or by a second Director or by some other person appointed by the Board for that purpose. 12. RECORDS & ACCOUNTS 12.1 Record of Expenditure and Income True accounts shall be kept of the sums of money received and expended by the Company, and the matter in respect of which such receipt and expenditure takes place, and of the property, credits and liabilities of the Company and, subject to any reasonable restrictions as to the time and manner of inspecting the same that may be imposed in accordance with the Constitution for the time being in force, shall be open to the inspection of the members. Once at least in every year the accounts for the Company
-17- shall be examined by the Auditor who shall report to the members in accordance with the provisions of the Act. 12.2 Keeping of Accounts The Board shall cause proper accounting and other records to be kept and shall distribute copies of every profit and loss account and balance sheet (including every document required by law to be attached thereto) accompanied by a copy of the Auditor report thereon as required by the Act provided, however, that the Board shall cause to be made out and laid before each annual general meeting a balance sheet and profit and loss account made up to date not more than five months before the date of the meeting. 12.3 Inspection of Accounts The Board shall from time to time determine in accordance with Rule 9 of the Constitution at what times and places and under what conditions or regulations the accounting and other records of the Company shall be open to the inspection of members. 12.4 Endorsement of Cheques All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments, and all receipts for money paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, by any two Directors or in such other manner as the Board from time to time determines. 13. AUDIT The appointment of the Auditor is to be regulated in accordance with Section 327 of the Act. 14. NOTICES 14.1 Giving of Notices Any notice required by law or by or under the Constitution to be given to any member shall be given by sending it by post to him at his registered address, or to the address, if any, supplied by him for the giving of notices. Where a notice is sent by post, service of the notice shall be deemed 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 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. 14.2 Notice for General Meetings Notice of every general meeting shall be given in any manner hereinbefore authorised to: every member except those members for whom the Company has no registered address or other address or an address for the giving of notices to them; and the Auditor or Auditors for the time being of the Company. No other person shall be entitled to receive notices of general meetings.
15. INDEMNITY Subject to s.199a(2) of the Act the Directors, Auditor, Secretary and other officer for the time being of the Company shall be indemnified out of the assets of the Company against any liability arising out of the execution of the duties of his office which is incurred by him in defending any proceedings whether civil or criminal in which judgment is given in his favour or in which he is acquitted or in connection with any application under the Act in which relief is granted to him by the Court in respect of any negligence default breach of duty or breach of trust.
-19-16. SUBSCRIBERS We the persons, whose names and addresses are subscribed, are desirous of being formed into a Company in pursuance of this Constitution. Subscriber Address Signature Northern Australian Soybean Industry Association C/- Philp Brodie Grains 54-60 Industrial Avenue Toowoomba QLD 4350 North Coast Oilseed Growers Association C/- Shannonbrook Seeds 9765 Summerland Way Shannonbrook NSW 2470 Dated this day of 2008