constitution of senses australia norton rose a · 2016-03-01 · dated constitution of senses...

,

Dated

Constitution ofSenses Australia

ANORTON ROSE

Mike FramptonNorton Rose Australia

Level 39, BankWest Tower, 108 St Georges TerracePerth WA 6000

Tel: +61 (0)8 6212 3225WWW. noriOnrOSe. coin

Our ref: 2777050

Contents

I ntrod u ctio n ....,.....,.............................................................................................................................. I

Bac kg rou rid ..........,....,......................,.....,..........................................,.....................,........,..... IReplaceable rules excluded. ..............................,......,...,......,............,....,,...............,....,........, I2

Definitions and interpretation .......................,.....,.....,.......... ,,.... ..... ,....,,..........,.............,,.... I3

Statement of Governing Principles ..,..,.....,.....................,..,...........,........................,.............. 34

O bj ects ............................................................................................................................,...... 35

POWe rs ................................................................................................................................... 46

Application of income and property ...,................................................................................... 67

No d i stributi o n tomem bers ............................,............,.....,..................................,................. 68

Li in ited Ii a b 11 ity .................................................,.....,....,.......................,,..........,....,,................. 79

ua rente e ........................,..,....,..,.......................................................................................... 710

M em be rs h i p .....................................,..................................,.....,.....,................,..........,,.......,..,.....,..,.. 7N u inber of mein be rs .............................................................................................................. 711

M em b e rs h i p ........,.....,.....,...................................................................................................... 712

Categories of membership. ...................,................................................................................ 713

Criteria for general membership .,...,,.....,........................,...........................,....,..................... 714

Criteria for life membership. ................................................................................................... B15

Admission to Membership. ..........,.,...,....,....,,................,,,.....,....,.....,,..............,..................... 816

FD rin of ap PI i cat io n ................................................................................,.............................., ,17

Process for admission tomembership. .................................................................................. 918

Nomicatio n by mein bers ........................................................................................................ 919

FD u rid in g M e inbe rs ......,.................................,............,.................,..........,..........,..........,....... 920

21 R egister of in em b e rs ............................................,....................................,..........,............... I O

An nu al subscri ptions ..........,..............,....,.,.,..........,........................,..,........,...................................... I OAn n ual su bsc riptio n ...................................,..................,........................,........,,.,..,.....,......... I O22

Unpaid annual subscriptions. ............................................................................................... 1123

Cessation of in embe rsh i p ................................................................................................................. I I

R es i g n ation ................,.....,.....,....,..........,...................................,......................................... I I24

Failure to pay ......25

Cessatio n of mein bers hip ,................................................................................................... I I26

Disciplinin g members ..............,...,,....,................,..,..............,..,..,......,.,..................,............. I 227

Effect of cessation of membership. ....,.........,.....,...,.,......,......,..........,....,.......,.................,... 1228

M eatin gs of in emb e rs ....................................,..........,...........,...................................,.....................,. I 3

Calli rig of genera I meeting ................................................................................................... I 329

Amou nt of notice of in e etin g ....,....,........................................,............................................. I 330

31 Persons entitled to notice of general meeting. ..................................................................... 13How notice is g ive n ,.....,......,....,........................................................................ .. 1332

he n noti ce is g iven ..,.....,................................................................................................... I 433

Pe rio d of n otic e ....................,....,..,.,.....,.,........,...........,..,..,.....,..........,................,.......,........ I 434

Co rite nts of notice ..................................................,.......................................,.......,..,........., I 435

Notice of adjourned meeting. ............................................................................................... 1536

Accidental omission togive notice. ..............................,....................................................... 1537

Postponement of general meeting ....................,.....,....,........................,....,....,..........,......... 1538

39 Tec h n o log y .........,.,...,......................,.....,....,.....,.....,.....,.....,.....,...........,.............................. I 5

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Q u o ru in .......................................................................,....,..................,................................ I 540

41 Chair at general meetings. ......,,.....,,..........,......................................................................... 16Business at adjourned meetings. ...........................................,,....,.,....,.....,..,........,..,....,...... 1742

Body corporate representatives and attorneys. .................................................................,.............. 17Body corporate representative. ............................................................................................ 1743

Attorney of mein be r .............,.....,.......................,................................................................. I 744

Voting at meetings of members. ............................................................,...........,.............................. 17How vote may be exercised. ......,...........,........,.....,..,.,......................................................... 1745

Voti rig d isqu allficati on .........................................................,....,.............,....,,................,..,... t 746

Objections to right to vote .................................................................................................... 1847

H ow votin g is carried o ut. ..................................................................................................... I 848

Matters on which a poll may be demanded ...............,....,..........,......................................... 1849

When a pollis effective Iy demanded .........................................,......,...........,....................,, 1850

51 When and how polls must be taken. ......,..,,.................................................................. ...... I9An n u al g eneral in e etin g .................................................................................................................... I ,

Business of an annual general meeting. ...................................................................,,......... 1952

Resolutions proposed by members ..................................................................................... 2053

App oi ntm e nt of directors .................,.........................................,................,..................,................... 20Nu in b e r of directors .,.,...................................................................,....,.....,...........,,....,........ 2054

Directors' qualifications ....................,.....,....,,....,,....,....,....,..,.....,.....,..,........,.....................,. 2055

F Irst d irecto rs ..........................................................................,...............................,...,,....... 2056

El ection of directors .................................................................,...................................,....... 2057

Appointed directors ...............,......,....................................................................................... 2158

Interaction between Elected directors and Appointed directors ......,...........,....................... 2159

N o minatio n fo r el eatio n .......................................................,....................................,........... 2 I60

61 Election procedure - directors ............,..........,,.,..,..,......,..,.................,..,..,...........,...........,.. 22Time appointment or retirement takes effect ...............................................,.................,..... 2262

ffi ce b ea re rs ............................................................,............................,...........,................ 2263

First office bearers and subsequent election at board meeting. .......................................... 2364

Eligibility and nomination ....,,....,.......................,..........,....,...........,...........,.....................,.... 2365

Election procedure - office bearers .......................................,..............................,.............. 2366

Term of office - office bearers ..........,.........,.....,.....,....,....................................................... 2467

Appointment of directors between AGMs ,.....................,,....,.........,..,..,..,..,..,........,.......................,,. 24Casual vacancies of Elected directors. ................................................................................ 2468

I nsuffi cie nt d irecto rs ...,......................................................................................................... 2469

Extension of terms of office for directors and office bearers .,...............,......................................,... 24

Procedure for requesting extension of term. .............,...,.................,...........,........................ 2470

71 Establishment of Nominating Committee. ,....,.....,..,............................................................. 25Role of the Nominating Committee. ....,,...,..........,................................................................ 2572

Meetings, procedures and decisions of Nominating Committee ....,,..........,,...............,,..,... 2673

Terin of extens10n ...............................................................,.............................,.................. 2674

A Ite mate d irecto rs ............................,.....,.......................................................................................... 2 6

Appoi ntm e nt ..........................................................,.........,.....,....,............,...........,....,....,....,. 2 675

Rights and powers of alternate director. ..........................,..........,....,.............................,..... 2676

Suspension or revocation of appointment ............,.........,,................,...........,...................... 2777

Form of appointment, suspension or revocation ................................................................. 2778

Termination of appointment .,...........................................,....,.................,..,..,........,.,..,........ 2779

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Power to act as alternate for more than I director .............................................................. 2780

Powers of d irecto rs ...............................................,.................,...............,........,................................ 27

Validation of acts of directors and secretaries ...................................................................,. 2781

General business management. .....................,..,.......,......................................................... 2882

Borrowing powers ......,............................,..........,...,.................................................,........... 2883

Appo i ntment of attorney ......,.,.....,,.,..,................................................................................., 2884

85 Negotiable instruments .........................................................,..............................,.......,....... 28

Delegation to committee of directors ...................,.....,.....................,..,................................ 2986

Delegation gen e rally ...,............................,.....,...................,........,........................................ 2987

Chief executive off ic e r .,.................,.................................,..,..,...................................................,...... 30

Po we r to a ppoi nt ...,.....,.......................................,.....,..............................................,........,.. 3088

Not a member of the board ..........,..,..,..,........,..................................,.....,............................ 3089

POWe rs .....,.....,..,.........,....................................................................,...........................,...,,.. 3090

91 Withdrawal of appointment or powers .........................................................................,....... 30Temporary appointments ..............,..........................................,.,,....,,.................................. 3092

93 Res pons i biliti es .......................,......................,.........................,..,........................................ 30Removal and resignation of directors ..,............................................................................................ 31

Rein oval of di recto rs ....................,..,.................................................................................... 3194

95 Resig nation of d irecto r ...........................................................................,,............................ 31Vacation of office of director ............................................,................................................... 3196

D i recto rs' i rite rests .................................................,.................,.....................,.....,.....,...................... 3 I

Prohibition on being present or voting ......,.......................................,....,,............................ 3197

Director to disclose interests. ...,.....,..............................,.......,,............................................. 3298

Effect of interest moontract ...........................,..,..,............................................................... 3299

Standing notice of interest .............,..................................................,.................,................ 33too

Oth e r i rite rests .......,..........................................................,....,.....,,................................,..,,. 33lot

Extension of meaning of "Company' ...............,...................................,............................... 33102

Other directorships and shareholdings ......,.....,...................................,..,.................,.......... 33103

D irecto rs ' in eati n g s ................................,................,..................................,...................................... 34104 Circ u Iati n g resolutio ns ..................................................,............................................,....,..... 34

Meet i rig s of directors ...................,..,.....,...................................................,.....,..................... 34105

Calling directors' meetings. ,...............................................................,.....,,...,...................... 34106

N oti ce of in eeti n g .......,.,.,...............,........................................,............................................ 35107

108 W a ive r of noric e ...........,..........................................................,,..........................,..,..,.,..,..... 35

Technology meeting of directors, ..........,......................................,....,.................................. 35109

11 O Chairing directors' meetings ...........,.................................,.................................................. 35I I I Q u o ru in .............,......,...,.........................................,..................................................,....,..... 36

Passing of directors' resolutions ....,.....,,..................................................,........................... 36112

Rein u n e ration of d iredo rs ..........................,......,..................................................,.....,..................... 36

No directors' remuneration. ..,..................................................,...............,,........................... 36It 3

D irecto rs' exp en s es .....................................................,................................................,,...,. 36114

Fi n an o1 al be n of it ....................................,.....................,........................,..,.....,.....,................ 37115

Sec reta ry. .........................................,.....,..........,.....,........................,..,............................................. 3711 6 Appointment of secretary. ..,.,................................,..,..,..,..,................................................,. 37

Terms of office of secretary ........................................,.....,.,..,...........................................,. 37117

In d emnity an d i ns u re rice, .....,........................................,.....,............................................,................ 37

I ride in n ity. ..............................,..,,....,,.............................................................,..........,........... 37It 8

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I I 9 I ns u rance .................................................................................,.....................,............,....,... 3 9

Director voting on contract of indemnity or insurance .......................................................,. 39120

Liab ility ....................................,..........................,................................................................. 3 9121

M eanin g of "officer"...,,.,.,,...................................................,.....,...................................,...... 40122

W i n d i n g u p .................,........,...........,..,....................................................,...,.....,............................... 40W i n d i n g u p .........................,..........................,..........,..,........................................................ 40123

i n utes ..,....................................................................................................................,........,,....,...... 40

Minutes to be kept ....,.......................,................................................................................... 40124

I nspection of reco rds ..............................,..........................................,.............................................. 4 I

Rig hts of i nspectio n ..,...,.,,..............,...........................................,.....,....,...................,.....,.... 41125

126 Confidential information ..,..,.........................................................................,,.................,.... 41

AGCou nts, a ud it a rid records ........................................,......,....,....,,....,....,........................................ 41I 27 CGo u nts ................................................................................,......................................,.,.... 4 I

I 2 8 Au d it ..........,.....,..............................,..................................................................................... 42

Executi o n of docu merits ...................................,............,................,.....,...............,........................... 42

I 29 Coin mon s ea1 ......................................................................................,.....,......,................... 42

130 Execution of documents without common seal. ..................................,.....,,...........,............. 42

Execution of document as a deed ...................................,..,..,..,............,..,.......................... 42131

Exec ution - g e nera1 ..........................................................................................,....,,.....,....., 43132

oti c es ...............,..............,..................................,...........,................................................................ 43

Notices other than notices of meeting ..................................,....,......................................... 43133

I nadve rte nt o in iss ion s .......................................................,...........................,.....,.....,....................... 43

Formalities o mined .....,,....,..,.,.....,.....,...........................................................,.....,................ 43134

Ite rati o ns .....................................,...................................,.,...,,.,...,.,............,..,.....,.......................... 43

I 35 Iterati o n s ..............,............................................................................................,,.............., 43

APAC-#, 7944915-vl @ Norton Rose Australia

Corporations Act200i

Company limited by guarantee

Constitution

of

Senses Australia

Introduction

I . I

Background

Senses Australia was formerly known as the Senses Foundation and prior to that as theRoyal Western Australian Institute forthe Blind (Incorporated) (RWAIB) and wasincorporated under the "Associations Incorporation Act I 895" on the eighteenth day ofOctober 1900.

The RWAIB amalgamated with the Western Australian Deafblind Association Incorporatedand changed its name to Senses Foundation on the fifteenth August 2001.

In more recenttimes, activities have increasingly involved interstate jurisdictions andaccordingly, it was decided to convert from an incorporated association to a companylimited by guarantee and to change the name to Senses Australia.

Replaceable rules excluded

The replaceable rules contained in the Act do not apply to the Company.

Definitions and interpretation

Definitions

In this constitution:

(1) Act means the CorporationsAct200iand includes any amendment orre-enactment of it or any legislation passed in substitution for it;

(2) Appointed director means a directorappointed by the board of directors pursuantto rule 58;

(3) Association meansthe body known as thesenses Foundation (Incorporated),incorporated under the Associations Incorporation Act I 987 (WA) whose funds,assets and liabilities the Company is authorised to take over by rule 5.1(I);

(4) auditor means any person appointed forthe time being to perform the duties of anauditor of the Company;

(5) business day means a day that is not a Saturday, a Sunday or a public holiday orbank holiday in the place where the Company has its registered office;

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2.1

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(6) Client means a person with a disability or a family member or carer of such personwho is eligible to use and uses the services provided by Senses Australia;

(7) CompanymeansSensesAustralia;

(8) corporate member means a member which is abodycorporate;

(9) Deafblind means a uniqueand isolating sensory disability resulting from thecombination of both a hearing and vision loss or impairment, which significantlyaffects communication, socialization, mobility and daily living;

(10) directors means the Elected directors and Appointed directors forthe time beingof the Company orthe directors assembled as a board (interchangeably used withthe terms board and board of directors);

(11) disability has the meaning set out in the Disability Services Act (1993), being adisability:

(a) which is attributableto an intellectual, psychiatric , cognitive, neurological,sensory or physical impairment or a combination of those impairments;

(b) which is permanentorlikelytobe permanent;

(0) which may ormay not be of a chronic or episodic nature; and

(d) which results insubstantial!yreduced capacity of the person forcommunication, social interaction, learning or mobility and a need forcontinuing support services,

and specifically includes the disability of being Deafblind;

(12) Elected directors means a director elected by the ordinary members PUTSuant torule 57;

(13) Financial Year means the period commencing on I July in each year and endingon 30 June in the following year;

(14) Founding Members means the persons who consentto be members on theregistration of the Company and the persons who were members of theAssociation at the date of registration of the Company and who agree in writingwithin 2 months after registration to become members of the Company;

(15) Governing Principles means the principles of Senses Australia as set out in Rule

(16) Register means the register of members to be kept pursuant to the Act;

(17) representative means a person authorised to act as a representative of a bodycorporate pursuantto section 2500 of the Act;

(18) secretary means any person appointed to perform the duties of secretary of theCompany and any person appointed to acttemporarily as secretary; and

Interpretation

Reference to:(I )

(a) onegenderincludestheothers;

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(b) the singularincludes the plural and the plural includes the singular; and

(0) apersonincludesabodycorporate.

Except so far as the contrary intention appears in this constitution:

(a) an expression has in this constitution the same meaning as in the Act; and

(b) if an expression is given different meaningsforthe purposes of differentprovisions of the Act, the expression has, in a provision of this constitutionthat deals with a matter dealt with by a particular provision of the Act, thesame meaning as in that provision of the Act.

rincluding" and similar expressions are not words of limitation.

Headings and any table of contents or index are for convenience only and do notform part of this constitution or affect its interpretation.

(2)

(3)

(4)

4

4.1

Statement of Governing Principles

Senses Australia believes that each person with a disability is unique and a person of valueand is entitled to the same rights and privileges as other Australian citizens. SensesAustralia is committed to ensuring that all Clients have the opportunity to develop andmaintain skills and the opportunity to participate in activities that enable them to achievevalued roles in the community. They may have needs for additional support and educationto enable them to fully exercise those rights and responsibilities. In this regard, SensesAustralia agrees with the principles and objectives of the Disability Services Act 1986.

Senses Australia acknowledges the right of each person with a disability to be a valuedmember of the community and will encourage its Clients to be active participants in theircommunity, to access community facilities and contribute to community life.

Senses Australia is committed to ensuring all Clients retain maximum control overtheirown lives by having primary involvement in, and influence over, decisions that affectthem.

Senses Australia is committed to ensuring all Clients receive services that are designedand delivered around their individual circumstances, needs and preferences by employeeswho are properly trained and supervised.

Senses Australia is committed to excellence, to continuous improvement, to the use ofcontemporary practises and to innovation in its governance and management of theorganisation as a whole and in the provision of services to its Clients,

Objects

The objects for which the Company is established are:

(1) to take overthe funds and other assets and liabilities of the Association;

(2) pursue charitable purposes onlyand apply its income solely in promoting thosepurposes;

(3) enable people with Disabilities to meettheir needs and aspirations and to achieveand maintain a valued quality of life as part of an accepting community and society;

(4) provide or arrange a range of services and other facilities and opportunities, andsupport and enhance the requirements of people with Disabilities;

4.2

4.3

4.4

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4.5

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(5) collect, collate and disseminate information tofurtherand better promote theObjects;

(6) undertake and foster research so as to improve the services and facilities providedby the Senses Australia to people with Disabilities;

(7) advocate within the community to encourage an inclusive and acceptingcommunity and society for people with Disabilities; and

(8) develop, construct and otherwise maintain appropriate facilities for people withDisabilities and the staff and volunteers who are employed by Senses Australia.

6 Powersloompare section 1241

The Company has alithe powers of an individual and a body corporate but does not have6.1

the power to issue shares.

Without limiting the above, the Company shall have the following powers, exercisablesolely to attain and promote its objects, subject to the Governing Principles:

(1) to raise, obtain and receive funds or other aid forthe purposes of achieving theobjects by means of subscriptions, donations, bequests, entertainments, or otherfunctions, or by any other lawful means;

(2) to apply to allthe relevant statutory and government departments, fortheappropriate consents, approvals, authorisations and exemptions (as the case maybe) in connection with the fulfilling of the objects;

(3) to merge with, amalgamate, affiliate, enter into reciprocal arrangements, and/ortosubscribe to, become a Member of and co- operate with any other company,organisation, institution or association, whether incorporated or not, whose objectsare similarto those of the Company provided always that the Company shall notsubscribe to or support with its funds any such company, organisation, institution orassociation which does not prohibitthe distribution of its income and propertyamongstits members to an extent alleast as great as that imposed on theCompany under or by virtue of these Rules and unless that company, organisation,institution or association also satisfies the requirements of a public benevolentinstitution under section 30-45 item 4.1. I of the Act;

(4) to borrow erraise or secure the payment of money in such manner as theCompany may think in and to secure the same orthe repayment or performance ofany debt, liability, contract, guarantee or other engagement incurred or to beentered into by the Company in any way and in particular by the issue ofdebentures or mortgages perpetual or otherwise charged upon all or any of theCompany's property (both present and future), and to purchase, redeem or pay offsuch securities;

(5) to enter into anyarrangements with any government, municipal, local or otherauthority or any other society or body that may seem conducive to the objects ofthe Company or any of them and to obtain from any such government or authorityor society or body any rights, privileges or concessions and to carry out exerciseand comply with any such rights, privileges or concessions:

(6) to take or hold mortgages, liens and charges to secure payment of the purchaseprice or any unpaid balance of the purchase price, of any part of the Company'sproperly of whatsoever kind sold by it, or any money due to it from purchasers andothers;

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(7) to purchase, take on lease or eXchange, hire and otherwise acquire and maintainany lands, buildings, easements or properly, real and personal, and any rights orprivileges which may be required forthe purpose of, or capable of beingconveniently used in connection with any of the objects or general advancement ofthe Company;

to sell, improve, manage, develop, eXchange, lease, dispose of, turn to account orotherwise deal with all or part of the assets and rights of the Company;

to appoint, employ, dismiss or suspend the chief executive officer and/or suchother executives, employees, contractors and other persons as may be necessaryor convenientforthe purposes of the Companyfrom time to time;

to appoint or employ such solicitors, accountants and/or other professionals thatmay be necessary or desirable forthe purposes of the Company from time to time;

to establish and support or assist in the establishment and support of associations,institutions, superannuation and other funds, trusts and conveniences, calculatedto benefit employees or past employees of the Company orthe dependants orconnections of any such persons, and to grant pensions and allowances, and tomake payments towards insurance, and to subscribe or guarantee money forcharitable or benevolent objects for any public, general, or other useful objects;

to construct, improve, maintain, develop, work, manage, carry out, alter or controlany land, houses, buildings, grounds, works or conveniences and to contribute to,subsidise or otherwise assist and take part in the construction, improvement,development, working, management, carrying out, alteration or controlthereof;

to establish any account or accounts with any building society(ies), bank(s) or otherfinancial institution(s) and to operate by and in all usual ways any such account oraccounts;

to make, draw, accept, endorse, discount, execute and issue cheques, promissorynotes, bills of eXchange, bills of lading and other negotiable or transferableinstruments;

to invest any moneys of the Company notimmediately required on any securityauthorised by law forthe investment and generally manage, invest and expend allmoneys and property belonging to the Company as considered necessary orconvenientfor any of the objects of the Company.

to purchase or otherwise acquire and undertake all or any part of the property,assets, liabilities and engagements of any one or more of the companies,organisations, institutions or associations with which the Company is authorised tomerge, amalgamate or affiliate;

to transfer all or any part of the property, assets, !jabilities and engagements of theCompany to any one or more of the companies, organisations, institutions, orassociations with which the Company is authorised to merge, amalgamate oraffiliate;

to grant options in respect of any assets held by the Company to any person, firmor company;

to give effectualreceipts, discharges or releases for any moneys received by or onbehalf of the Company or otherwise relating to any of the acts, matters or thingsprovided for in these rules, and to receive property by gift intervivos or by will orother provisions of any trust or otherwise and to administer the same according tothese rules;

(8)

(9)

(I o)

(11)

(12)

(13)

(14)

(I 5)

(16)

(17)

(I 8)

(19)

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(20) to set aside out of the income of the Company from time to time such sum or sumsof money as the board of directors may in its absolute discretion deem sufficient topay any advancement, distribution, debt or obligation due or accruing due forthenecessary or incidental application and promotion of the Company's objects,powers, rights, liberties, duties and liabilities;

(21) to engage in, conduct and participate in any business or commercial activity in itsown right or with any other person, corporate body, association or organisation;

(22) to make such grants to or in aid of orto make donations or give assistance to ormake contracts with such individuals, associations or corporate bodies (whetherwithin or outside the State) as may be necessary or desirable;

(23) to expend the funds of the Company in such a such a manner as they shallconsider most beneficial forthe purpose of the Company and to invest in the nameof the Company such partthereof as they think fit and to directthe sale ortransposition of any such investments and to expend the proceeds of any suchsale forthe purposes of the Company.

(24) to acquire in the name of the Company, and build upon, demolish, rebuild, add to,alter, repair, sell or dispose of or otherwise deal with any land, buildings orpremises forthe use of the Company;

(25) to borrow moneys on the security of any of the property of the Company and togrant or direct to be granted mortgages for securing the same;

(26) to have and exercise such powers as may be necessary to allow the board ofdirectors to attain the objects as set out in these rules.

Despite rule 6.1 the powers of the Company are ancillary to and exercisable only to pursuethe objects of the Company set out in rule 5.

7 Application of incomeandpropertyloomparesections 725and 1501

The income and property of the Company, from wherever it is derived, must be applied7.1

solely towards the promotion of the objects of the Company set out in rule 5.

No distribution to members8loompare sections 150and254SAj

No portion of the income or property of the Company may be paid directly or indirectly, by8.1

way of dividend, bonus or otherwise to the members of the Company, except in good faithin promotion of the objects of the Company set out in rule 5.

Rule 8.1 above does not prevent:

(1) the payment in good faith of remuneration to any officer, servant or member of theCompany in return for any services actually rendered to the Company or for goodssupplied in the ordinary and usual way of business;

(2) the payment of interest at a reasonable commercial rate on money borrowed fromany member of the Company;

(3) the payment of reasonable and proper rent by the Companyto a member forpremises leased by the member to the Company; or

6.3

8.2


(4) the reimbursement of expenses incurred by anyofficeror member on behalf of theCompany.

9 Limitedliability

The liability of the members is limited.

10 Guarantee

Every member of the Company undertakes to contribute an amount not exceeding $10 tothe property of the Company in the event of its being wound up while the member is amember or within I year after the member ceases to be a member, ifrequired for payment:

(1) of the debts and liabilities of the Company (contracted beforethe member ceasesto be a member);

(2) of the costs, charges and expenses of winding up; and

(3) forthe adjustment of the rights of the contributories among themselves.

Membership

9.1

I0.1

It

11.1

Number of members

The number of members for which the Company proposes to be registered is unlimited.

Membership

The members of the Company are:

(1) the Founding Members;and

(2) anyother persons the directors admitto membership in accordance with thisconstitution.

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12.1

13

13.1

Categories of membership

The categories of membership are:

(1) general members;and

(2) life members.

Additional categories of members, ifrecommended by the directors, may be created fromtime to time by the members in general meeting.

Criteria for general membership

Any:

(I )

13.2

14

14.1

APAC-#t7944915-vl

individual who:

(a) is riotless than 18 years of age at the date of application; and

7 @ Norton Rose Australia

(b) is not currently a paid employee of Senses Australia; or

(2) bodycorporate;

may apply for general membership of the Company.

15

15.1

Criteria for life membership

Any general member, being an individual, who in the opinion of the directors has givenoutstanding service to the Company or to the Association, and who is approved as a lifemember by an ordinary resolution of the board of directors.

16

16.1

Admission to Membership

Admission as a^^Lisdependentonthefollowing:

(1) meeting the criteria in rule 14;

(2) completion of avalid application form in accordance with rule 17;

(3) payment of the annualsubscription, determined in accordance with rule22; and

(4) approval of the application for membership by a simple majority vote by the board.

Admission as a Life Member is de endent on the followin :16.2

( I )

(2)

meeting the criteria as detailed in rule 15;

nomination of the person forme membership by two financial members of theCompany; and

approval of the application for life membership by a simple majority vote of thedirectors,

(3)

17

17.1

Form of application

An application for membership must be:

(1) in writing in aform approved by the directors;

(2) signed by the applicant;

(3) signed by the proposer and seconder, each of whom must be members; and

(4) accompanied by any other documents or evidence as to qualification forthe type ofmembership applied for which the directors require.

Ifthe applicant is a body corporate it must nominate I person (nominated representative)to represent it in the Company. The application form must:

(1) state the name and address of the nominated representative; and

(2) be signed by thenominatedrepresentative.

17.2


18

I8.1

Process for admission to membership

The directors must consider an application for membership within sixty days of its receiptand determine, in their discretion, the admission or rejection of the applicant.

The chief executive officer must notify all applicants of the outcome of their application formembership.

The directors need not give any reason forthe rejection of an application.

If an application for membership is rejected:

(1) the annual subscription must be refunded to the applicant and will not be eligible toapply again for membership within three months from the date of refusal; however

(2) a person to whom a notice of refusal of membership is given, may, within 21 daysafter the receipt of the notice, apply in writing to speak to the board to seek to havethe proposed refusal of membership reviewed at the next board meeting,

If an applicantis accepted for membership:

(1) the secretary must notify the applicant of admission in the form of a receiptfortheapplication fee, if any, and annual subscription or in any other form the directorsdetermine; and

(2) the name and details of the member must be entered in the Register.

Notification by members

Each member must promptly notify the secretary in writing of any change in theirqualification to be a member of the Company.

Each corporate member must promptly notify the secretary in writing of any change in theperson nominated as its nominated representative under rule 17.2.

A person nominated as a nominated representative must consent to the nomination inwriting,

18.2

I 8.3

18.4

18.5

19

I9.1

19.2

19.3

20

20.1

Founding Members

Founding Members who have signed this constitution before the Company is registeredbecome general members of the Company on registration of the Company.

Ifthe funds and assets of the Association become the absolute property of the Companyafter registration of the Company every person who:

(1) is a member of the Association at the date of registration; and

(2) within 2 months after registration agrees in writing to become a member of theCompany;

must be admitted by the directors as a member of the Company in the nearest equivalentcategory of membership to that held by the member in the Association.

Founding Members are notrequired:

(1) to haveanyqualificationformembership;

20.2

20.3


(2) topayanyapplicationfee;or

(3) to payan annualsubscription untili July next occurring after registration offheCompany.

Founding Members must otherwise comply with this constitution.

21 Register of membersICOmpare sections 7688nd 1691

The Company must keep a Register in accordance with the Act.21.1

21.2 The following must be entered in the Register in respect of each member:

the full name of the member;( I )

(2) the residential address, facsimile number and electronic mailaddress, if any, of themember;

(3) the category of membership;

(4) the date of admissionto and cessation of membership;

(5) the date of lastpaymentofthe member's annualsubscription;

(6) in the case of a corporate member, the full name, address, facsimile number andelectronic mail address, if any, of its nominated representative; and

(7) suchotherinformationasthedirectors require.

Each member and nominated representative must notify the secretary in writing of anychange in that person's name, address, facsimile number or electronic mail address withinI month after the change.

21.4 The name of a person who dies or ceases to be a member must be deleted from theregister of members.

The register must be kept and maintained at the premises of the Senses Australia or suchother place as the directors decide.

Annual subscriptions

Annual subscription

The annual subscription payable by a member of the Company is the sum the directorsdetermine from time to time and the Company approves in general meeting.

All annual subscriptions are due and payable in advance on I July in each year.

If a person is admitted to membership of the Company during the months of January toJune inclusive the directors may reduce the annual subscription payable by the applicantinany manner they see fit.

No annual subscription is payable by any life member.

20.4

21.3

21.5

22

22.1

22.2

22.3

22.4

APAC-#17944915-vi 10 @ Norton Rose Australia

23

23.1

Unpaid annual subscriptions

If:

(1) the annual subscription of a member remains unpaid for2 months after it becomespayable; and

(2) a notice of defaultis given to the member following a resolution of the directors todo this;

the member ceases to be entitled to any of the rights or privileges of membership butthesemay be reinstated on payment of all arrears ifthe directors see fit.

Cessation of membership

Resignation

A member may resign from membership of the Company by giving written notice to thechief executive officer.

The resignation of a member takes effect on the date of receipt of the notice of resignationor any later date provided in the notice.

A resigning member remains liable to pay to the Companythe amount of any annualsubscription due and payable by that person to the Company but unpaid at the date ofresignation.

Failure to pay

If a member has not paid all arrears of annual subscriptions under rule 22 or, if paid, themember's rights and privileges are not reinstated:

(1) the member remains liable for alithe obligations and liabilities of membership untilthe expiration of 6 months after the date of notification under rule 23.1(2); and

the member ceases to be a member and member's name must be removed from

the Register at the expiration of the 6 month period.

A resigning member remains liable to pay to the Company the amount of any annualsubscription due and payable by that person to the Company but unpaid at the date themember ceases to be a member in accordance with clause 25.1(2).

Cessation of membership

26.1 A member who is an individual ceases to be a member

(1) on the death of the member; or

(2) ifthememberis expelled under rule27.

A corporate member ceases to be a member:

(1) if it is wound up or is otherwise dissolved or deregistered; or

(2) ifitisexpelled under rule27.

24

24.1

24.2

24.3

25

25.1

25.2

(2)

26

26.2


26.3 A life member ceases to be a member:

ifthe member is an individual, in accordance with rule 26.1; or(I )

(2) ifthe directors, for any reason, request in writing the resignation of the memberand the member does notresign within 2 months after the request is sent.

Disciplining members

If any member:

(1) wilfully refuses or neglects to comply with the provisions of this constitution; or

(2) is guilty of anyconduct which, in the opinion of the directors, is unbecoming of amember or prejudicialto the interest of the Company;

the directors may resolve to censure, suspend or expelthe member from the Companyand, in the case of expulsion, to remove the member's name from the Register.

Atteast 4 weeks before the meeting of the directors at which a resolution of the naturereferred to in rule 27.1 is passed the directors must give to the member notice of:

(1) themeeting;

(2) whatisallegedagainstthe member;and

(3) the intended resolution.

At the meeting and before the passing of the resolution, the member must have anopportunity of giving orally and/or in writing any explanation or defence the member seesfit.

If at the meeting a resolution to the same effect as the resolution which was to beconsidered by the directors is passed by a majority of those present and voting (and thevote must be taken by secret ballot), the member concerned must be punished in themanner resolved and in the case of a resolution for expulsion the member is expelled andthe member's name must be removed from the Register.

A member who has his or her membership suspended oris expelled, ceases to be amember on the day on which the decision to suspend or expel a member is communicatedto him or her.

A decision of the directors to suspend or expel a member is final and the member has noright to appeal that decision.

If any member ceases to be a member under rule 27.4, the directors may reinstate themember and restore the name of that member to the Register upon and subject to anyterms and conditions they see fit.

Effect of cessation of membership

If any member ceases to be a member under this constitution, the member remains liableto payto the Companyfor any money which, at the time of the member ceasing to be amember, the member owes to the Company on any account and for any sum riotexceeding $10 for which the member is liable under rule 10 of this constitution.

27

27.1

27.2

27.3

27.4

27.5

27.6

27.7

28

28.1


Meetings of members

29 Calling of general meetingICOmpare sections250N, replaceable rule 2490 andsection 2490j

A majority of directors may call a general meeting whenever they see fit.

Except as permitted by law, a general meeting, to be called the annual general meeting,must be held alleast once in every calendar year .

Except as provided in the Act, no member or members may call a general meeting.

29.1

29.2

29.3

Amount of notice of meeting30loompare section 249Hj

Subject to the provisions of the Act as to short notice, alleast 21 days' notice of a generalmeeting must be given in writing to those persons who are entitled to receive notices fromthe Company.

30.1

31 Personsentitledto noticeofgeneralmeetingloompare sections 249J(I) and249K, and replaceable rule 249J(2)I

Written notice of a meeting of the Company's members must be given individually to:

(1) each member entitled to vote at the meeting;

(2) eachdirector;and

(3) the Company's auditor.

The Company is only required to give notice of general meetings to those persons entitledto receive notice under this constitution and the Act.

31.1

312

32 How notice is givenloompare sections249J(3) and249J(3A)I

The Company may give the notice of meeting to a member:

'') personally;

(2) by sending it by post to the address forthe member in the Register orthealternative address (if any) nominated by the member;

(3) by sending it to the facsimile number or electronic address Of any) nominated bythe member;

(4) by sending it by other electronic means Of any) nominated by the member; or

(5) by notifying the member in accordancewith rule32.2.

32.2 Ifthe member nominates:

32.1

(I )

APAC-#17944915-vt

an electronic means (nominated notification means) by which the member maybe notified that notices of meeting are available; and


(2) an electronic means (nominated access means)the member may useto accessnotices of meeting;

the Company may give the member notice of the meeting by notifying the member(usingthe nominated notification means):

(3) that thenof iceofmeeting is available; and

(4) howthe member may use the nominated access means to accessthe notice ofmeeting,

When notice is given33loompare replaceable rules 249J(4) and249J(5)I

A notice of meeting sent by postis taken to be given 3 days after it is posted

Except as provided by rule 33.3, a notice of meeting given to a member under rule 32.1(3)is taken to be given on the business day after it is sent.

A notice of meeting given to a member under rule 32.1(3) is not effective it

(1) in the case of service by facsimile, the Company's facsimile machine issues atransmission report that the transmission was unsuccessful;

(2) in the case of service byelectronic mail, the Company's computer reports thatdelivery has failed; or

(3) in either case the addressee notifies the Company immediately that the notice wasnot fully received in a legible form.

A notice of meeting given to a member under rule 32.1(5) is taken to be given on thebusiness day after the day on which the member is notified that the notice of meeting isavailable.

33.1

33.2

33.3

33.4

33.5 A certificate signed by a manager, secretary or other officer of the Company that the noticewas posted or given in accordance with this rule 33 is conclusive evidence of the matter.

34

34.1

Period of notice

Subject to the Act and this constitution where a specified number of days' notice or noticeextending over any period is required to be given, the day of service is excluded, and theday upon which the notice expires is included.

35 Contentsofnoticetoompare replaceable rule 249Lj

A notice of a general meeting must:

(1) set outthe place, date and time forthe meeting (and, ifthe meeting is to be held in2 or more places, the technology that will be used);

(2) state the general natureofthemeeting'sbusiness;

(3) if a special resolution is to be proposed at the meeting, set out an intention topropose the special resolution and state the resolution; and

35.1

ARAC-#17944915-vt 14 @ Norton Rose Australia

Notice of adjourned meeting36Irep/aceable rule249Mj

When a meeting is adjourned, new notice of the resumed meeting must be given ifthemeeting is adjourned fort month or more.

(4)

36.1

be worded and presented in a clear, concise and effective manner.

Accidental omission to give notice37loompare section 7322(3)I

The accidental omission to give notice of any general meeting to orthe non-receipt of thenotice by any person entitled to receive notice of a general meeting under this constitutiondoes notinvalidate the proceedings at or any resolution passed at the meeting.

Postponement of general meeting

The directors may postpone the holding of any general meeting whenever they see fit(other than a meeting requisitioned by members as provided by the Act) for not more than42 days after the date for which it was originally called.

38.2 Whenever any meeting is postponed (as distinctfrom being adjourned under rule 40.3 orrule 41.3) the same period of notice of the meeting must be given to persons entitled toreceive notice of a meeting as if a new meeting were being called forthe date to which theoriginal meeting is postponed.

37.1

38

38.1

Technology39Isection249Sj

39.1 The Company may hold a meeting of its members at 2 or more venues using anytechnology that gives the members as a whole a reasonable opportunity to participate.

40 QuorumICOmpare replaceable rule 2490

The quorum for a meeting of the Company's members is 10 members and the quorum40.1

must be present at alitimes during the meeting.

In determining whether a quorum is present, individuals attending as attorneys or bodycorporate representatives are counted. However, if a member has appointed more thanI attorney or representative, only I of them is counted. If an individual is attending both asa member and as a attorney or body corporate representative, the individual is countedonly once.

If a quorum is not present within 30 minutes after the time forthe meeting set outin thenotice of meeting:

(1) where the meeting was called by the members or upon the requisition of members,the meeting is dissolved; or

(2) in any other case, the meeting is adjourned to the date, time and place thedirectors specify. Ifthe directors do not specify I or more of those things, themeeting is adjourned to:

(a) ifthe date is not specified -the same day in the next week;

40.2

40.3


(b) ifthetime is not specified -the same time; and

(c) ifthe place is riotspecified -the same place.

If no quorum is present at the resumed meeting within 30 minutes after the time forthemeeting, the meeting is dissolved.

41 ChairatgeneralmeetingsICOmpare replaceable rule 249Uj

The president of the Company, if present, presides as chair at every general meeting.41.1

Where a general meeting is held and:

(1) there is no presidentofthe Company; or

(2) the presidentis not present within 30 minutes after the time appointed fortheholding of the meeting or is unwilling to act;

the vice-president of the Company if present presides as chair of the meeting Dr. ifthe vice-president is not present or is unwilling to act, the directors present may appoint I of theirnumber to be chair of the meeting and in default of their doing so the members presentmay appoint any I of their number to be chair of the meeting.

41.3 The chair may, at any time during the meeting, adjourn the meeting or any business,motion, question, resolution, debate or discussion being considered or remaining to beconsidered by the meeting either to a later time at the same meeting or to an adjournedmeeting at any time and any place, In exercising this discretion, the chair may, but neednot, seek the approval of the members present. Unless required by the chair, no vote maybe taken or demanded by the members presentin respect of any adjournment.

The chair of the meeting is responsible forthe general conduct of the meeting and fortheprocedures to be adopted at that meeting. The rulings of the chair of a meeting on allmatters relating to the procedure and conduct of the meeting are final and no motion ofdissentfrom those rulings may be accepted.

The chair of the meeting may in his or her absolute discretion refuse admission to, orrequire to leave and remain out of the meeting, any person who is not a member, directoror auditor of the Company.

(1) A director who is not a member is entitled to be present and to speak to anygeneral meeting.

(2) A secretary who is not a member is entitled to be present and to speak at anygeneral meeting.

(3) The auditor of the Company from time to time and any assistant of the auditor whois not a member is entitled to be present and to speak at any general meeting onany part of the meeting's business that concerns the auditorin the capacity asauditor of the Company.

(4) Any professional adviser of the Company (including, withoutlimitation, a solicitor orfinancial adviser), at the request of any director, is entitled to be present and, at therequest of the chair, to speak at any general meeting. However, subject to the Actand this constitution, the Company is not obliged to send a notice of meeting to anyprofessional adviser.

40.4

4/2

41.4

41.5

41.6


Business at adjourned meetings42IFeplaceable rule249W(2)I

Only unfinished business is to be transacted at a meeting resumed after an adjournment.42.1

Body corporate representatives and attorneys

Body corporate representative43Isection2500j

A body corporate may appoint an individual as a representative to exercise all or any of the43.1

powers the body corporate may exercise:

(1) at meetingsoftheCompany's members;

(2) at meetingsofcreditorsordebentureholders; or

(3) relating to resolutionstobepassedwithoutmeetings.

The appointment may be a standing one'

43.2 The appointment may set outrestrictions on the representative's powers. Iftheappointment is to be by reference to a position held, the appointment must identify theposition.

A body corporate may appoint more than I representative but only I representative mayexercise the body's powers at any one time.

Unless otherwise specified in the appointment, the representative may exercise, on thebody corporate's behalf, all of the powers that the body could exercise at a meeting or invoting on a resolution.

Attorney of member

An attorney for a member may do whatever the member could do personally as a member,but ifthe attorney is to vote at a meeting of members or a class of members the instrumentconferring the power of attorney or a certified copy of it must be produced to the Companyat least 48 hours before the meeting.

Voting at meetings of members

How vote may be exercised

Subject to rules 46 and 47 at any general meeting of members, each general member andeach life member present has I vote on a show of hands and on a poll.

The vote may be exercised in person or by body corporate representative or attorney.

Voting disqualification

A member is not entitled to vote at a general meeting if:

(1) the annualsubscription of the member; or

43.3

43.4

44

44.1

45

45.1

45.2

46

46.1

APAC-#179449,5-vl 17 @ Norton Rose Australia

(2) in the case of a person who is a nominated representative, the annualsubscriptionof the corporate member for which he or she is the nominated representative;

remains unpaid I calendar month prior to the date of the meeting or the postponed oradjourned meeting.

Objections to rightto vote47ICOmpare replaceable rule250Gj

A challenge to a right to vote at a meeting of members:47.1

(1) may only be madeatthe meeting; and

(2) must be determined by the chair, whose decision is final.

A vote not disallowed following the challenge is valid for all purposes,47.2

How voting is carried out48loompare replaceable rule 250Jj

A resolution put to the vote at a meeting of the Company's members must be decided on ashow of hands unless a pollis demanded.

On a show of hands, a declaration by the chair is conclusive evidence of the result.Neither the chair northe minutes need to state the number or proportion of the votesrecorded in favour or against.

Unless otherwise required by this constitution or the Act, allresolutions of the Company areordinary resolutions which are resolutions passed by more than 50% of the votes cast bymembers entitled to vote on the resolutions.

48.1

48.2

48.3

Matters on which a poll may be demanded49loompare section 250Kj

A poll may be demanded on any resolution.

49.2 A demandfora pollmay be withdrawn.

49.1

When a pollis effective Iy demanded50loompare section 250Lj

At a meeting of the Company's members, a poll may be demanded by:50.1

at least 5 members entitled to vote on the resolution; or( I )

the chair.(2)

The poll may be demanded:

before a vote is taken;(I )

(2) beforethe voting results on ashow of hands are declared; or

(3) immediately after the voting results on a show of hands are declared.

50.2


51 When and howpolls must betakenICOmpare replaceable rule250Mj

A poll demanded on a matter other than the election of a chair or the question of anadjournment must be taken when and in the manner the chair directs.

51.2 A poll on the election of a chair or on the question of an adjournment must be takenimmediately.

The demand for a poll does not preventthe continuance of a meeting forthe transaction ofany business other than the question on which a poll has been demanded.

The result of the pollis the resolution of the meeting at which the poll was demanded.

51.1

513

51.4

Annual general meetingloompare section 250Nj

Business of an annual general meeting52loompare sections250R, 250Sand2500

The business of an annual general meeting may include any of the following, even if notreferred to in the notice of meeting:

(1) the consideration of the annual financial report, directors' report and auditor'sreport;

(2) the election of directors;

(3) the appointment of the auditor;and

(4) the fixing of the auditor's remuneration.

All other business transacted at an annual general meeting and all business transacted atany other general meeting is special business.

The business of the annual general meeting also includes any other business which underthis constitution orthe Act ought to be transacted at an annual general meeting.

The chair of the annual general meeting must allow a reasonable opportunity forthemembers as a whole at the meeting to ask questions about or make comments on themanagement of the Company.

Ifthe Company's auditor or the auditor's representative is at the meeting, the chair of anannual general meeting must:

(1) allow a reasonable opportunity forthe members as a whole at the meeting to askthe auditor orthat representative questions relevant to the conduct of the audit, thepreparation and content of the auditor's report, the accounting policies adopted bythe Company in relation to the preparation of the financial statements and theindependence of the auditor in relation to the conduct of the audit; and

(2) allowa reasonable opportunity forthe auditor ortheirrepresentative to answerwritten questions submitted to the auditor under section 250PA of the Act.

52.1

52.2

52.3

52.4

APAC-#17944915-vt 19 @ Norton Rose Australia

Resolutions proposed by members53ICOmpare sections249Nand2490j

A member may riot at any meeting move any resolution relating to special business unless:53.1

(1) members with at least 5% of the votes that may be cast on the resolution havegiven the Company notice of the resolution or the requirements of section 249N ofthe Act have otherwise been satisfied, and 2 months notice has elapsed since thenotice was given; or

(2) the resolution has previously been approved by the directors'

Appointment of directors

54 Number of directorsloompare section 201Aj

The number of the directors must be notless than 6 nor more than 10, and shall consist of:54.1

(1) up to5 Elected directors; and

(2) up to5Appointeddirectors,

At no time may the number of Appointed directors exceed the number of Elected directors'

Forthe purpose of this rule, any director appointed pursuant to rule 68.1 is to becharacterised as an Elected director.

54.2

54.3

55

55.1

Directors' qualifications

No person may be a director unless that person is a general member or a life member ofthe Company or is the nominated representative of a corporate general member.

Subject to Rule 8.2, no person who is receiving a financial benefitfrom the Company orwho is in debt to the Company shall be eligible for appointment as a director.

Any person with a disability elected as a director shall receive appropriate assistance tocommunicate and participate effectivety.

55.2

55.3

56

56.1

First directors

The first directors, who are Elected directors, are those named in the application forregistration of the Company.

The first directors shall each hold office untilrequired to resign under rule 57 and whendetermining the period for which a director has held office, and the number of termsserved, the period of time during which the individual was a director of the Associationmust be taken into account,

56.2

57 Election of directorsloompare section 201Eandreplaoeab/e rule 201Gj

An Elected director shall hold office for a period commencing from the conclusion of the57.1

annual general meeting at which he or she was appointed and ceasing at the conclusion ofthe annual general meeting held three years following the date of his or her appointment.


57.2 A retiring director may nominate for re-election as a director to a maximum of three terms,subject to rule 59.1 and the right to apply to have the term extended pursuant to rules 70to 74.

The Elected directors are elected at an annual general meeting of the Company.

Appointed directors

Subject to rule 54.1, the board of directors shall be entitled to appoint up to 5 directors ofthe Company.

An Appointed director shall hold office for a period of three years from the date of his or herappointment.

An Appointed directoris eligible for re-appointment by the board to a maximum of threeterms, subject to rule 59.1 and the right to apply to have the term extended pursuanttorules 70 to 74.

57.3

58

58.1

58.2

58.3

59

59.1

Interaction between Elected directors and Appointed directors

The total term served by a director is the aggregate of any period served as an Electeddirector and as Appointed director.

A director who has previously been elected as an Elected director may be appointed anAppointed director and a director who has previously been appointed as an Appointeddirector is eligible for election as an Elected director.

Nomination for election

Nominations for candidates to fill vacancies of Elected directors shall be called a minimum

of 50 days priorto the annual general meeting.

Each candidate for election as an Elected director must:

(1) be proposed by a general member, ora life member, orthe nominatedrepresentative of a general corporate member, orthe nominated representative ofa life member; and

(2) be seconded by another general member, or another life member, orthenominated representative of another general corporate member, or the nominatedrepresentative of another life member;

both of which members must be currentfinancial members of the Company at the time ofnomination.

No general member, life member, nominated representative of a general member ornominated representative of a life member may propose more than I person as acandidate but may second more than I nomination.

A nomination of a candidate for election must:

(1) belnwriting;

(2) be signed by the candidate;and

(3) be signed by the proposer andseconder.

59.2

60

60.1

60.2

60.3

60.4

APAC-#, 7944915-vt 21 @ Norton Rose Australia

60.5 A nomination of a candidate for election must be received at the registered office of theCompany notlaterthan 5pm on the day which is 35 days priorto the annual generalmeeting at which the candidate seeks election.

A list of the candidates' names in alphabetical order together with the proposers' andseconders' names must be sent to members with the notice of the annual general meeting.

Election procedure - directors

Ifthe number of candidates for election as Elected directors is equal to or less than thenumber of vacancies on the board, the chair of the annual general meeting must declarethose candidates to be duly elected as Elected directors'

Ifthe number of candidates for election as Elected directors is greater than the number ofvacancies on the board, a vote must be taken forthe election of the candidates by a showof hands unless the presidentin his or her absolute discretion calls for a ballot.

At the annual general meeting each person entitled to vote and voting may vote for anumber of candidates equal to the number of vacancies.

The candidates receiving the greatest number of votes castin theirfavour must bedeclared by the chair of the meeting to be elected as Elected directors'

If an equality of votes would otherwise preventthe successful candidate for a vacancy frombeing determined, the chair, prior to the declaration of the result of the ballot, in addition tohis or her dellberative vote Of any) is entitled to a casting vote, except that if the chair:

(1) does notexerciseacastingvote; or

is one of the candidates who received the same number of votes;(2)

then the names of the candidates who received the same number of votes must be put to afurther ballot immediately.

There is not a vacancy forthe purpose of this rule 61 (orrules 68 or 69) because thenumber of Elected directors is less than the maximum allowed under rule 54.1. There is a

vacancy only ifthe number of Elected directors is less than the number elected at theprevious annual general meeting (adjusted for any increase under clause 68.1).

Time appointment orretirementtakes effect

Elected directors who are elected at a meeting of members take office immediately afterthe end of the meeting.

Elected directors who retire at a meeting of members continue to hold office untilthe end ofthe meeting.

Office bearers

The office bearers of the Company are:

(1) the president;

(2) the vice-president;and

(3) thesecretary.

60.6

61

61.1

612

61.3

61.4

61.5

61.6

62

62.1

62.2

63

63.1

APAC-#, 7944915. vl 22 @ Norton Rose Australia

64

64.1

First office bearers and subsequent election at board meeting

The president and vice president of the Association are the first president and vicepresident of the Company. They hold office forthe terms specified under rule 67 and whendetermining the period for which an office bearer has held office and the number of termsserved, the period of time during which the individual was the president or vice president ofthe Association must be taken into account.

The secretary is to be appointed by the first directors appointed under rule 56. He or sheholds office untilthe end of the first meeting of the directors held after the first annualgeneral meeting of the Company.

Subsequent office bearers are:

(1) in the case of the president elected by the directors at the first to occur of theexpiry of the term specified under rule 67.1(I) orthe office becoming vacant;

(2) in the case of the vice president elected by the directors at the first to occur of thefirst meeting of the directors held after the immediately preceding annual generalmeeting, or upon the office becoming vacant; and

(3) in the case of the secretary, appointed annually by the directors at the first meetingof the directors held after the immediately preceding annual general meeting.

Eligibility and nomination

Exceptforthe secretary, only directors may be office bearers. Any director is eligible forelection to any office bearer position.

Each director standing for election as an office bearer must be proposed by anotherdirector.

If a director stands for election for more than I position as an office bearer separatenominations must be received in respect of each position.

A nomination may be:

(1) in writing, received by the secretary not less than 24 hours prior to the boardmeeting at which the election is to take place and signed by the candidate and the'roposer; or

(2) made orally at the meeting, provided that the candidate is present and consents tothe nomination.

64.2

64.3

65

65.1

65.2

65.3

65.4

66

66.1

Election procedure - office bearers

Ifthere is only I candidate for election to any office bearer position that person is declaredelected to that position.

Ifthere is more than I candidate for election to any office bearer position a ballot must beheld among the candidates. The candidate receiving the greatest number of votes cast inhis or her favour is declared elected to that position.

In the case of an equality of votes in respect of any position a further ballot must be heldimmediately but ifthere is still an equality of votes the successful candidate must bedetermined by lot.

66.2

66.3


66.4 If a directoris elected to a position as office bearer then his or her nomination, if any, forany other position must be treated as withdrawn before the election is held in respect of theother position or positions.

66.5 Subjectto this rule 66 a ballotis conducted in the manner the directors determine.

67 Term of office-officebearers

67.1 The termofofficefor:

(1) the president shall be three years and a president cannot serve more than threeterms; and

(2) the vice president shall be one year and a vice president cannot serve more thansix terms.

Rule 67.1 is to be read to be subject to the right to apply to have the term extendedpursuant to rules 70 to 74.

Appointment of directors between AGMs

68 Casual vacancies of Elected directorsloompare replaceable rules 201G and20iHl

The Company in general meeting may by resolution and the directors may at anytime68.1

appoint a person qualified to be a director to fill a casual vacancy of the existing Electeddirectors, but so that the total number of directors does not at any time exceed the numberfixed in accordance with this constitution.

Any director appointed under rule 68.1 holds office untilthe termination of the next annualgeneral meeting of the Company and is then eligible for re-election at that annual generalmeeting.

67.2

68.2

69 Insufficientdirectorsloompare replaceable rule 20THI

In the event of a vacancy or vacancies in the office of a director, the remaining directors69.1

may act, but ifthe number of remaining directors is not sufficient to constitute a quorum ata meeting of directors, they may act only forthe purpose of increasing the number ofdirectors to a number sufficientto constitute a quorum or convening a general meeting ofthe Company.

Extension of terms of office for directors and office bearers

Procedure for requesting extension of term

A director or a past director who would otherwise be in eligible for election or appointmentas a director having served the maximum term (or such an extended term prescribed underrule 74.1(I)), may make a written application to the board of directors to extend theirtermof service beyond the limit prescribed by the rules.

The President or a past president, who would otherwise be in eligible for reappointment dueto having served the maximum of 3 terms (or such an extended term prescribed under rule

70

70.1

70.2

APAC-#, 79449t5-vl 24 @ Norton Rose Australia

74.1(3)), may make a written application to the board of directors to extend theirterm ofservice beyond the limit prescribed by rules 67.1(I) and 74.1(3).

The Vice President or a past vice president, who would otherwise be in eligible forreappointment due to having served the maximum of 6 terms (or such an extended termprescribed under rule 74.1(4)), may make a written application to the board of directors toextend theirterm of service beyond the limits prescribed by rules 67.1(2) and 74.1(4).

Applications pursuantto any of rules 70.1, 70.2 and 70.3 above must be made in writing tothe Chief Executive Officer by 30 June of the year in which the individual's final term ofoffice is due to expire.

Establishment of Nominating Committee

The Board shall appoint and establish a Nominating Committee to consider and decide onany application for extension of term received under rule 70.

The Nominating Committee shall comprise:

(1) the current President(orthe current Vice Presidentifthe President's position isunder consideration);

(2) two current directors (excluding any individual whoseterm of office is currentlyunder consideration);

(3) an individualindependenttotheboard;and

(4) the ChiefExecutiveOfficer;

A quorum forthe Nominating Committee shall be 4 present at a meeting of the NominatingCommittee.

70.3

70.4

71

71.1

712

71.3

72

72.1

Role of the Nominating Committee

The Nominating Committee is entitled to extend the term of any director, President and/orVice President (or past director, President and/or Vice President) in accordance with theserules.

The Nominating Committee shall have regard to:

(1) the overallcomposition of the board of directors;

(2) the expertise and experience required by the board of directors and the Company;

(3) the expertise, experience and unique skills of a directorapplying for an extensionof his/her term of office;

(4) the attendance, contribution and participation of a director at board meetings andthe observance of protocols of the board by the individual; and

(5) the availability of persons with suitable qualifications and expertise as areplacement of the applicant.

72.2

APAC-#, 7944915-vl 25 @ Norton Rose Australia

73

73.1

Meetings, procedures and decisions of Nominating Committee

Upon receipt of any applications in accordance with rule 70, the Chief Executive Officer willconvene a meeting of the Nominating Committee during July of the relevant year to enablethe Nominating Committee to decide on the applications for extension.

The Nominating Committee must consider and either allow or disallow the extension of theterm of any director, President and/or Vice President (or past director, President and/orVice President) in accordance with these rules.

The Nominating Committee must communicate the decision in writing to the board ofdirectors within 2 weeks of the decision being made and notice must be provided tomembers at the following annual general meeting ifthe Nominating Committee hasexercised its discretion to extend the term of any individual.

The individual whose term has been extended must still go through the necessary processto be elected or appointed to the relevant position in accordance with these rules.

73.2

73.3

73.4

74 Termofextension

74.1 In the caseof:

(1) an Elected director, his or her term is extended for3 years;

(2) an Appointed director, his or her term is extended for3 years;

(3) a President, his or her term is extended for3 years; and

(4) a Vice President his or her term is extended for a maximum of 3 years, howeverthe individual must renominate for and be elected to the position of Vice Presidentannually.

Alternate directorsloompare replaceable rule 201Kj

75

75.1

Appointment

A director may appoint any person, being a member approved by a majority of the otherdirectors, to act as an alternate director in place of the appointing directorfor a meeting orfor a specified period.

An employee of the Company is not eligible for appointment as an alternate director.

An alternate directoris nottaken into accountforthe purpose of rule 54.

Rights and powers of alternate director

An alternate director is entitled to notice of meetings of the directors and, ifthe appointor isnot present at a meeting, is entitled to attend and vote in his or her SIead.

Subject to the requirements of the Act, an alternate director is entitled to a separate votefor each directorthatthe alternate director represents in addition to any vote the alternatedirector may have as a directorin his or her own right.

75.2

75.3

76

76.1

76.2

APAC-#17944915-vt 26 @ Norton Rose Australia

An alternate director, when acting as a director, is responsible to the Company for his ofher own acts and defaults and is not to be taken as the agent of the director by whom he orshe was appointed.

Suspension orrevocation of appointment

A director may revoke or suspend the appointment of an alternate director appointed byhim or her.

The directors may suspend or remove an alternate director by resolution after giving theappointing director reasonable notice of theirintention to do so.

Form of appointment, suspension orrevocation

An appointment, suspension or revocation under rules 75 or 77 takes effect only when theCompany has received notice in writing of the appointment, suspension or revocation. Thenotice may be given by any means contemplated under rule 32.

Termination of appointment

The appointment of an alternate director automatically terminates:

(1) iftheappointorceasesto hold officeas director;

(2) on the happening in respect of the alternate directorany eventwhich causes adirector to vacate the office of director; or

(3) ifthe alternate directorresigns from the appointment by written notice left at theregistered office of the Company.

80 Power to act as alternate for more than I director

A director or any other person may act as alternate directorto represent more thanI director.

Subject to the Act, in determining whether a quorum is present at a meeting of directors, analternate director who attends the meeting is to be counted as a directorfor each directoron whose behalfthe alternate directoris attending the meeting.

Powers of directors

76.3

77

77.1

77.2

78

78.1

79

79.1

80.1

80.2

81 Validation of acts of directorsand secretariesloompareseetions20iMand204Ej

An act done by a director or secretary of the Company is effective even if his or her81.1

appointment, orthe continuance of his or her appointment is invalid because the Company,the director or secretary did not comply with this constitution or any provision of the Act.

Rule 81.1 does not deal with the question whether an effective act by a director orsecretary:

(1) bindsthe Companyin its dealingswith other people; or

(2) makes the Companyliabletoanotherperson.

81.2


81.3 Where a person whose office as director of the Company is vacated under a provision ofthe Act purports to do an act as a director of the Company, that act is as valid, in relation toa person dealing with the Company in good faith and for value and without actualknowledge of the matter because of which the office was vacated, as ifthe office had notbeen vacated.

General business management82loompare replaceable rule 798Aj

The business of the Company is to be managed by or under the direction of the directors'

The directors may exercise alithe powers of the Company except any powers that the Actorthis constitution requires the Company to exercise in general meeting.

A rule made or resolution passed by the Company in general meeting does riotinvalidateany prior act of the directors which would have been valid ifthat rule or resolution had notbeen made or passed.

82.4 The directors may pay all expenses incurred in promoting and forming the Company.

82.1

82.2

82.3

83

83.1

Borrowing powers

Without limiting the generality of rule 82, but subject to rule 8, the directors may exercise allthe powers of the Companyto borrow money, to charge any property or business of theCompany and to issue debentures or give any other security for a debt, liability orobligation of the Company or of any other person.

84

84.1

Appointment of attorney

The directors may appoint any person or persons to be the attorney or attorneys of theCompany forthe purposes, with the powers and discretions (being powers and discretionsvested in or exercisable by the directors), forthe period and subject to the conditions theysee fit.

84.2 A power of attorney may contain the provisions forthe protection and convenience ofpersons dealing with the attorney that the directors see fit and may also authorise theattorney to delegate all or any of the powers and discretions vested in the attorney.

Negotiable instruments85loompare replaceable rule 7988j

Unless otherwise determined by the board, all cheques, promissory notes, drafts, bills ofeXchange and other negotiable instruments shall be signed, drawn, accepted or endorsedby any 2 of the following;

(1) anydirector;

(2) the chiefexecutiveofficer;or

(3) ageneralmanagernominatedbytheboard.

The directors may determine that a negotiable instrument, including a class of negotiable85.2

instrument, may be signed, drawn, accepted, endorsed or otherwise executed in a differentway.

85.1


86 Delegation to committee of directorsloompare section 7980j

The directors may delegate any of their powers to a coinmmee of directors and revoke the86.1

delegation.

86.2 A committee must exercise the powers delegated to it in accordance with any directions ofthe directors' The exercise of the power by the committee is as effective as ifthe directorshad exercised it.

The meetings and proceedings of any committee of directors are governed by theprovisions in this constitution regulating the meetings and proceedings of the directors,

Delegation generally87loompare rule 1980j

For managing any affairs of the Company in any specified locality the directors may:87.1

(1) establish any local committees, boardsorbranches;

(2) appoint anymembers of the Company orany nominated representative of acorporate member to be a member of the local committee, board or branch;

(3) appoint anymanagers oragents, fixtheirremuneration and delegate to them anyof the powers vested in the directors; and

(4) authorise the members forthe time being of the local committee, board or branchto fill any vacancies on it and to act despite vacancies.

In the exercise of delegated powers, any committee formed (including a committee ofdirectors and a local board or branch) or person or persons appointed to the committeemust conform to any regulations that may be imposed by the directors, The committeemay be authorised to sub-delegate any of the powers vested in it.

A local committee, board or branch may remove any person appointed under rule 87.1(3)and may revoke or vary the delegation but no person dealing in good faith and withoutnotice of the revocation or variation is affected by it.

The quorum for any committee, board or branch established under this rule is 3.

The chief executive officer or a general manager nominated by the directors must attend allcommittee, board or branch meetings (unless an apology is tendered within a reasonableperiod) however is riot entitled to vote.

The presidentis an ex officio member of all committees, boards or branches.

The board of the Company may revoke alits pleasure any appointment made and dissolveat the board's discretion, any committee, board or branch formed pursuant to clause 87.1.

86.3

87.2

87.3

87.4

87.5

87.6

87.7


Chief executive officerloompare replaceable rule 201Jj

88

88.1

Power to appoint

The directors may appoint any person, not being a director, to the position of chiefexecutive officer forthe period and on the terms (including as to remuneration) thedirectors see fit.

89

89.1

Not a member of the board

The chief executive officer is not a member of the board of the Company but may attendmeetings of the directors except where the directors otherwise request.

90

90.1

Powers

The directors may, upon terms and conditions and with any restrictions they see fit, conferon a chief executive officer any of the powers that the directors can exercise.

Any powers so conferred may be concurrent with, or to the exclusion of, the powers of thedirectors,

90.2

91

91.1

Withdrawal of appointment or powers

The directors may revoke orvary:

(1) ariappointment;or

(2) any of the powers conferred on a chief executive officer.

Temporary appointments

If a chief executive officer becomes incapable of acting in that capacity the directors mayappoint any other person, not being a director, to acttemporarily as a chief executiveofficer.

92

92.1

93

93.1

Responsibilities

The chief executive officer shall be responsible forthe running, management andadministration of the Company subject to the direction and control of the board of directorsand shall perform such other tasks as shall be required by the board of directors from timeto time.

93.2 The chief executive officer must:

(1) manage the Company in accordance with the Objects of the Constitution and therules;

(2) co-ordinate the correspondenceoftheCompany;and

(3) keep fulland correct minutes of the proceedings of the board of directors, anycommittee and of the Company.

The chief executive officer must comply on behalf of Senses Australia with the Act:93.3

APAC-#179449,5-vl 30 @ Norton Rose Australia

( I )

(2)

in respect of the Register of members of the Company, as referred to in rule 21;

by keeping and maintaining in an up to date condition the Constitution of theCompany; and

(3)

Removal and resignation of directors

by maintaining a record of the names and residential or postal addresses of thepersons who hold the offices of the Company provided for by this Constitution.

94 Removal of directorsICOmpare section 2030j

94.1

95 Resignation of directorIfeplaceable rule 203Aj

The Company may by resolution remove a directorfrom office.

95.1 A director may resign as a director of the Company by giving a written notice of resignationto the Company at its registered office.

96 Vacation of officeofdirectorloompare section 2068j

96.1 In addition to any other circumstances in which the office of a director becomes vacantunder the Act, the office of a director becomes vacant ifthe director:

(I )

(2)

becomes bankrupt or suspends payment or compounds with his or her creditors;

becomes of unsound mind or a person whose person or estate is liable to be dealtwith in any way under the law relating to mental health;

is not present (either personally or by an alternate director) at 3 consecutivemeetings of directors withouttendering an apology or requesting special leave ofabsence from the president and the directors declare his or her seat to be vacant;

(3)

(4)

(5)

ceases to be qualified as a director under rule 55;

becomes disqualified from being a director under the Act or any order made underthe Act;

(6)

Directors' interests

(7)

is removed from office in accordance with rule 94; or

97 Prohibition on being present or votingloompare section 1951

resigns from office in accordance with rule 95.

97.1 Except where permitted by the Act a director who has a material personal interest in amatter that is being considered at a meeting of directors:

(1) must notbecounted in aquorum;


(2) must notvoteonthematter; and

(3) must not be present while the matter is being considered at the meeting.

If a director who has a material personal interest in a matter that is being considered at ameeting of the directors is not prohibited by the Actfrom being present at the meeting andvoting, the director may be present, be counted in the quorum and may be heard but maynot vote on the matter.

97.2

97.3 A director who is interested in any matter may, despite that interest, witness the fixing ofthe seal to any document evidencing or otherwise connected with that matter.

98 Directortodiscloseinterestsloompare section 19/1

A director who is in any way, whether directly or indirectly, interested in a contract orproposed contract with the Company must, as soon as practicable after the relevantfactshave come to the director's knowledge, declare the nature of the interest at a meeting ofthe directors or by written notice to the secretary of the Company.

A director who holds any office or possesses any property by which, whether directly orindirectly, duties or interests might be created in conflict with his or her duties or interestsas director must declare at a meeting of the directors of the Company or by written noticeto the secretary of the Company the fact and the nature, character and extent of theconflict.

98.1

98.2

98.3 Forthe purposes of rules 98.1 and 98.2, a director's interest or any conflict must bedisregarded if it arises from or relates solely to:

(1) the factthatthe director or a related party of the directoris a member of a class ofpersons for whose benefitthe Company promotes the objects set out in rule 5;

(2) a guarantee to be given by the director(or by persons including the director or by abody corporate of which the director is a member or officer) in respect of a loan tothe Company; or

(3) the position of the director as a directorof a related bodycorporate.

99 Effectofinterestincontractloompare replaceable rule 1947

Subject to the Act, if a director has an interest in a contract or proposed contract with theCompany (other than as a member), or a conflicting interest or duty in relation to any othermatter being considered by the directors, and the director discloses the nature and extentof the interest or duty at a meeting of the directors or by written notice to the secretary ofthe Company:

(1) the contractmaybeentered into; and

ifthe disclosure is made before the contract is entered into:(2)

99.1

(a)

APAC-#17944915-vt

the director may retain benefits under the contract even though the directorhas an interest in the contract;

the Company cannot avoid the contract merely because of the existence ofthe interest; and

(b)


99.2

(c) the directoris riotdisqualifiedfrom the officeof director.

Forthe purposes of rule 99.1 contract includes an arrangement, dealing or othertransaction.

100 Standing notice of interestloompare section 1921

100.1 A director who has an interest in a matter may give the other directors standing notice ofthe nature and extent of the interest in the matter. The notice may be given at any timeand whether or notthe matter relates to the affairs of the Company allhe time the notice isgiven,

100.2 A notice under the above rule may be given:

(1) at a directors' meeting (either orally or in writing); or

(2) to the other directors individually in writing.

100.3 Ifthe standing notice is given to the other directors individually in writing:

(1) the notice is effective when it has been given to every director; and

(2) the notice must betabled at the next directors' meeting after it is given.

100.4 The director must ensure that the nature and extent of the interest is recorded in the

minutes of the meeting at which the standing notice is given ortabled.

I01

101.1

Other interests

Without limiting rule 98 or rule 99 a director may to the extent permitted by the Act:

(1) hold any other office or place of profit under the Company (other than the office ofauditor) in conjunction with the office of director;

(2) be interested in anyoperation, undertaking orbusiness undertaken orassisted bythe Company or in which the Company is or may be interested.

102

102.1

Extension of meaning of"Company"

Forthe purposes of rules 98, 99 and 100 Company includes any subsidiary of theCompany and any other company in which the Company or any subsidiary of the Companyis or becomes a shareholder or is otherwise interested.

103

103.1

Other directorships and shareholdings

A director of the Company may be or become a director, officer, employee or member ofany company promoted by the Company or in which the Company may be interested as avendor, shareholder or otheiwise and is not accountable for any remuneration or benefitsreceived as a director, officer, employee or member of the other company.

Subject to the Act:

(1) the directors of the Company may exercise the voting power conferred by theshares or other interest held by the Company in another company in favour of a

103.2


resolution appointing themselves or any of them as directors or other officers of theother company;

any directorof the Company may vote at a meeting of directors of the Company infavour of a resolution that the Company exercises its voting power conferred by theshares or other interest held by the Company in the other company to appointthatdirector as a director or other officer of the other company;

any director of the Company may be appointed as representative of the Companyand may vote at a general meeting of the other company in favour of a resolutionappointing that director as a director or other officer of the other company; and

a director of the Company who is also a director of the other company may vote asa director of the other company in whatever manner he or she sees fit, includingvoting in favour of a resolution appointing the director to any other office in theother company and a resolution appointing any other directors of the Company asdirectors or other officers of the other company.

(2)

(3)

(4)

Directors' meetingsloompare sections248A to 248Gj

104 Circulating resolutionsICOmpare replaceable rule 248Aj

104.1 The directors may pass a resolution without a directors' meeting being held if allthedirectors entitled to vote on the resolution (except a director absentfrom Australia who hasnot left a facsimile number, electronic mail address or other contact details acceptable tothe directors, at which he or she may be given notice) sign a document containing astatement that they are in favour of the resolution set out in the document.

104.2 Separate copies of a document may be used for signing by directors ifthe wording of theresolution and statement is identical in each copy.

104.3 The resolution is passed when the last director signs.

104.4 A facsimile or electronic mail addressed to orreceived by the Company and purporting tobe signed or sent by a directorforthe purpose of this rule 104 must be treated as adocument in writing signed by that director.

104.5 In this rule 104 a reference to allthe directors does not include a reference to an alternate

director whose appointor has signed the document, but an alternate director may sign thedocument in the place of his or her appointor.

105

105.1

Meetings of directors

The directors may meettogetherforthe despatch of business and adjourn and otherwiseregulate their meetings as they see fit, providing a minimum of 5 meetings are held everyFinancial Year.

106 Calling directors' meetingsloompare replaceable rule 2480j

106.1 A special meeting of the board may be called at the request of 4 directors or by thepresident. The request must be submitted to the president and shall detailthe business tobe discussed. Upon receiving such a request, the president must call a meeting of thedirectors.


107 Noticeofmeetingloompare replaceable rule 2480j

107.1 Reasonable notice of every directors' meeting must be given to each director and alternatedirector exceptthatit is not necessary to give notice of a meeting of directors to anydirector who:

(1) has been givenspecial!eave of absence; or

(2) is absentfrom Australia and has notleft afacsimile number, electronic mailaddress or other contact details acceptable to the directors at which he or she maybe given notice.

Any notice of a meeting of directors may be given in writing or orally, and whether byfacsimile, telephone, electronic mail or any other means of communication.

107.2

108 Waiver of notice

108.1 Allresolutions of the directors passed at a meeting where a quorum is present but wherenotice of meeting has not been given to each director, or any act carried out under any ofthe resolutions, is as valid as if notice of meeting had been given to all directors if eachdirector to whom notice was not given subsequently agrees to waive the notice.

109 Technologymeeting of directorsloompare section 2480j

109.1 A directors' meeting may be held using telephone or, if consented to by all directors, othertechnology. The consent may be a standing one' A director may only withdraw theconsent within a reasonable period before the meeting.

109.2 If a directors' meeting is held using any technology and allthe directors take part in themeeting, they must be treated as having consented to the use of the technology forthatmeeting,

109.3 The following provisions apply to a technology meeting:

(1) each of the directors taking part in the meeting must be able to hear and be heardby each of the other directors taking part in the meeting; and

(2) at the commencement of the meeting each directormust announce his or herpresence to alithe other directors taking part in the meeting.

109.4 Ifthe secretary is not present at a technology meeting I of the directors present or anotherperson nominated by them present at the meeting must take minutes of the meeting.

109.5 A director may not leave a technology meeting by disconnecting his or her link to themeeting unless that director has previously notified the chair of the meeting.

109.6 A directoris conclusive Iy presumed to have been present and to have formed part of aquorum at alitimes during a technology meeting unless that director has previouslyobtained the express consent of the chair to leave the meeting.

1.0 Chairing directors' meetingsloompare replaceable rule 248Ej

110.1 The president or in his absence the vice president shall take the chair at all directors'meetings general meetings and meetings of the board. In the event of the absence of the

APAC-#17944915-vi 35 @ Norton Rose Australia

president and Vice presidentthe meeting shall elect a Chairman from amongstthe boardmembers present.

,,, Quorumloompare replaceable rule248^

111.1 The quorum for a directors' meeting is 4 directors entitled to vote or a greater numberdetermined by the directors. The quorum must be present at alltimes during the meeting.

111.2 The quorum must consist of alleast as many Elected directors as Appointed directors,

111.3 An alternate directoris counted in a quorum at a meeting at which the director whoappointed the alternate is riot present (so long as the alternate is, under the Act relating todirectors' interests, entitled to vote).

1.2 Passing of directors' resolutionsloomparereplaceablerule 248Gj

112.1 A resolution of the directors must be passed by a majority of the votes cast by directorsentitled to vote on the resolution.

I12.2 The chair has a casting vote if necessary in addition to any vote he or she has as adirector. The chair has a discretion both as to whether or not to use the casting vote andas to the way in which it is used.

A person who is an alternate directoris entitled (in addition to his or her own vote if he orshe is a director) to I vote on behalf of each director whom he or she represents as analternate director at the meeting and who is not present at the meeting.

The chief executive officer has no voting rights.

I12.3

112.4

Remuneration of directors

113 No directors' remunerationloompare section 1501

113.1 No director may receive any remuneration for his or her services in his or her capacity as adirector of the Company.

1.4

I14.1

Directors' expenses

Despite rules 8 and 113 the Company may permit payments to directors in the followingcircumstances:

(I ) forthe payment of out-of-pocket expenses incurred in carrying outthe duties of adirector where the payments do not exceed an amount previously approved by theboard;

for any service rendered to the Company in a professional ortechnical capacitywhere the provision of that service has the prior approval of the board and theamount payable is approved by a resolution of the board and is on reasonablecommercial terms; or

as an employee of the Company where the terms of employment have beenapproved by a resolution of the board.

(2)

(3)


114.2 The directors must approve all payments the Company makes to its directors.

115 Financial benefitloompare Chapter2E- sections207andfdlowingl

115.1 The Company must not provide any financial benefit to a director or any related party of adirector, other than in accordance with rules 8.1, I 14.1 and 98.30).

115.2 The Company must riot make loans to directors, or provide guarantees or security forobligations undertaken by directors other than obligations which were undertaken by thedirector solely in promotion of the objects of the Company.

Secretary

1.6 Appointment of secretaryloomparesection204Aj

116.1 The directors must, in accordance with the Act, appoint I or more secretaries

116.2 The directors may appoint a person as an acting secretary or as a temporary substitute fora secretary.

117 Terms of office of secretaryloompare replaceable rule 204Fj

117.1 A secretary of the Company holds office on the terms and conditions (including as toremuneration) that the directors determine.

Indemnity and insurance

118 Indemnityloompare section 199Aj

118.1 To the extent permitted by the Act, the Company indemnities:

(1) every person who is or has been an officer of the Company; and

(2) wherethe board of directors considers it appropriate to do so, any person who is orhas been an officer of a related body corporate of the Company;

against alllosses, liabilities, costs, charges and expenses incurred by that person in his orher capacity as an officer of the Company or of the related body corporate (as the casemay be). This indemnity includes, without limitation:

(3) aliabilityfornegligence;and

(4) a liability for reasonable legal costs on a solicitorclient basis including in respect ofcivil or criminal proceedings except to the extent prohibited by section 199A(3) ofthe Act.

118.2 The indemnity does not extend to and is not an indemnity against any amountin respect ofwhich the indemnity would otherwise be illegal, void or unenforceable or not permitted bylaw and does not operate in respect of any liability of the officer to the extent that liability iscovered by insurance.


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118.3 In accordance with section 199A of the Act, the Company must notindemnify a personagainst:

(1) any of the following liabilities incurred as an officer of the Company:

(a) a liability owed to the Company or a related bodycorporate;

(b) a liability for a pecuniary penalty order under section I 317G of the Act or acompensation order under section 13/7H of the Act; or

(c) a liability that is owed to someone other than the Company or a relatedbody corporate and did not arise out of conduct in good faith; or

(2) legal costs incurred in defending an action for a liability incurred as an officer of theCompany ifthe costs are incurred:

(a) in defending or resisting proceedings in which the person is found to havea liability for which they could not be indemnified under rule It 8.30 );

(b) in defending or resisting criminal proceedings in which the person is foundguilty;

(0) in defending orresisting proceedings brought by the Australian Securitiesand Investments Commission or a liquidatorfor a court order ifthe groundsfor making the order are found by the Court to have been established; or

(d) in connection with proceedingsforrelief to the person under the Actinwhich the Court denies the relief.

Rule 118.3(2)(c) does not apply to costs incurred in responding to actions taken bythe Australian Securities and Investments Commission or a liquidator as part of aninvestigation before commencing proceedings for a court order.

(3) Forthe purposes of rule 118.3(2)the outcome of proceedings is the outcome of theproceedings and any appeal in relation to the proceedings.

118.4 An officer must:

(1) give notice to the Company promptly on becoming aware of any Claim againsttheofficer that may give rise to a right to be indemnified by the Company;

(2) take such action as the Company reasonably requests to avoid, dispute, resist,appeal against, compromise or defend any Claim or any adjudication of a Claim;

(3) not make any admission of liability in respect of or settle any Claim withouttheprior written consent of the Company;

(4) allowthe Company or its insurers to assumethe conduct, negotiation ordefence ofany Claim and, on request by the Company, render allreasonable assistance andco-operation to the Company or its insurers in the conduct of any Claim, includinggiving the Company or its insurers any document, authority or direction that theCompany or its insurers may reasonably require forthe prosecution oradvancement of any counterclaim or cross-claim;

(5) on request by the Company or its insurers, do everything necessary ordesirablewhich the Company reasonably requests to enable the Company or its insurers (sofar as it is possible) to be subrogated to and enjoy the benefits of the officer's rightsin relation to any counterclaim or cross-claim or any claims against any third party

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and render such assistance as may be reasonably requested by the Company orits insurers forthat purpose; and

(6) notify any Claim to an insurer or any other person who may be liable to indemnifythe officer in respect of that Claim and promptly take allreasonable steps toenforce alithe officer's rights against the insurer or other person.

118.5 In rule 11 8.4 Claim means:

(1) anywrit, summons, cross-claim, counterclaim, application orotheroriginating legalor arbitral process against an officer as an officer of the Company;

(2) anyhearing, complaint, inquiry, investigation, proceeding orapp!icationcommenced or originating against an officer as an officer of the Company; or

(3) anywritten or oraldemand orthreatthat mightresult in the officer reasonablybelieving that any such process, hearing, complaint, inquiry, investigation,proceeding or application referred to in rule 118.5(I) or It 8.5(2) may be initiated.

" an officer of the Company becomes personally liable forthe payment of any sumprimarily due from the Company, and the officer may be indemnified under rule It 8.1, thedirectors may, despite the interest Of any) of the directors or any of them, execute or causeto be executed a mortgage, charge or security over or affecting the whole or any part of theassets or undertaking of the Company by way of indemnity to secure the officer sobecoming liable from any loss in respect of that liability.

118.6

1.9 Insuranceloompare section 2121

119.1 The Company may pay or agree to pay a premium in respect of a contractinsuring aperson who is or has been an officer of the Company or a related body corporate of theCompany against any liability incurred by the person as an officer of the Company or arelated body corporate except a liability (other than one for legal costs) arising out of:

(1) conductinvolving a wilful breach of duty in relation to the Company; or

a contravention of section 182 or 183 of the Act.(2)

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120 Director voting on contract of indemnity or insuranceloompare section 79/12Xvj)I

120.1 Despite anything in this constitution, a director is not precluded from voting in respect ofany contract or proposed contract of indemnity or insurance, merely because the contractindemnifies or insures or would indemnify or insure the director against a liability incurredby the director as an officer of the Company or of a related body corporate.

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121.1

Liability

An officer of the Company is notliabte forthe act, neglect or default of any other officer orfor joining in any act or for any other loss, expense or damage which arises in theexecution of the duties of his or her office unless it arises through his or her ownnegligence, default, breach of duty or breach of trust.


122

122.1

Meaning of "officer"

Forthe purposes of rules 118, 119, 120 and 121, officer means a director or secretary or amember of a local committee, board or branch appointed under rule 87.1.

Winding up

123 Winding up

123.1 Ifthe Company is wound up or dissolved, the amountthat remains after such winding up ordissolution and the satisfaction of all debts and liabilities must not be paid or distributedamong the Members of the Company but must be transferred to another organisationdetermined by the Members of the Company at or before winding up or dissolution withsimilar objects and purposes which is not carried on forthe profit or gain of its membersand which is income tax exempt and which has been endorsed by the Commissioner ofTaxation as a deductible gift recipientforthe purposes of the Income Tax Assessment Act1997.

123.2 Ifthe Company is endorsed as a deductible gift recipient by the Commissioner of Taxationunder Division 30 of the Income Tax Assessment Act1997 and such endorsement is

revoked, the Company must transfer to another organisation which is endorsed as adeductible gift recipient as determined by the members of the Company any surplusrepresenting:

(1) gifts of moneyor property made forthe principal purpose of the Company;

(2) contributions made in relation to an eligiblefundraising event held forthe principalpurpose of the Company; and

(3) money received by the Companybecause of such gifts and contributions.

Ifthe members do not make the necessary determination under rules 123.1 ort23.2, theCompany may apply to the Supreme Court to determine the organisation or organisationsto whom the transfers are to be made.

123.3

Minutes

124 Minutestobe keptloomparesection251Aj

124.1 The directors must keep minute books in which they record within I month:

(1) proceedings and resolutions of meetings of the Company's members;

(2) proceedings and resolutions of directors' meetings (including meetings of acommittee of directors); and

(3) resolutions passed by directorswithoutameeting.

124.2 The directors must ensure that minutes of a meeting are signed within a reasonable timeafter the meeting by I of the following:

(1) the chairofthemeeting; or

(2) the chairofthenextmeeting.

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124.3 The directors must ensure that minutes of the passing of a resolution without a meeting aresigned by a director within a reasonable time after the resolution is passed.

Withoutlimiting rule 124.1 the directors must record in the minute books:

(1) allappointmentsofofficers;

(2) the names of the directors and alternate directors present at all meetings ofdirectors and the Company;

(3) in the case of a technology meeting, the method by which the meeting was held;

(4) allorders resolutions and proceedings of general meetings and of meetings of thedirectors and of committees formed by the directors; and

(5) allother matters required by the Actto be recorded in the minute books, includingeach notice and standing notice given by a director of a material personal interestin a matter that relates to the affairs of the Company.

124.4

Inspection of records

125 Rights of inspectionloompare replaceable rule 2470 andsections 773, 198F, 24Z4 and25iBj

125.1 A member may at any reasonable time inspect without charge the books, documents,records and securities of the Company.

125.2 The member may make a copy or take an extract of the members' register at their owncost but shall have no right to remove the members' register forthat or any other purpose.

125.3 Any member of the Company shall be entitled to receive copies of the income andexpenditure statement and balance sheet, the board and auditor's report on request to thechief executive officer, provided that he shall pay the costs of the documents where he hasalready been provided with a copy.

125.4 Directors have the rights of inspection and access provided by section I 98F of the Act.

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126

126.1

Confidential information

Except as provided by the Act, no member(not being a director) is entitled to require orreceive any information concerning the business, trading or customers of the Company orany trade secret, secret process or other confidential information of or used by theCompany.

Accounts, audit and records

127 Accountsloompare sections286-291, 2968nd2971

127.1 The directors must cause proper accounting and other records to be kept in accordancewith the Act.

127.2 The directors must distribute copies of every financial statement (including every documentrequired by law to be attached to it) as required by the Act.


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128 AuditICOmparesections30i, 3270 and328A-3371

128.1 Subject to the Act, a registered company auditor must be appointed.

128.2 The remuneration of the auditor must be fixed and the auditor's duties regulated inaccordance with the Act.

128.3 The auditor shall reportto the members upon every balance sheet and income andexpenditure account to be presented to the annual general meeting, and upon any othermatters which affect him as auditor or which may seem to him to affectthe SensesAustralia orits members.

Execution of documents

129 Commonsealloompare sections 127(2) and 729(6)I

129.1 The Company must have a common seal.

129.2 The directors must provide for safe custody of the common seal.

129.3 The common seal may not be fixed to any document except by the authority of a resolutionof the directors or of a committee of the directors duly authorised by the directors,

129.4 The Company executes a document with its common sealifthe fixing of the sealiswitnessed by 2 directors, I of whom shall be the president or vice president, using thefollowing sealing clause:

'The common seal of Senses Australia was affixed by resolution of the board in theand

129.5

presence of

The chief executive officer shall keep a record of all documents to which the Common Sealhas been affixed,

130 Execution of documentswithout common sealloompare sections 127(I) and 729(5)I

130.1 The Company may execute a document without using a common sealifthe document issigned by any 2 of the following:

(1) anydirectoroftheCompany;

(2) the companysecretaryoftheCompany;

(3) the chiefexecutiveofficer;or

(4) ageneralmanagernominatedbytheboard.

131 Execution of document as a deedloompare section 127(3)I

131.1 The Company may execute a document as a deed ifthe document is expressed to beexecuted as a deed and is executed in accordance with rule 131 or rule 132.

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132 Execution-generalloompare sections 729(5), 129(6) and 1271/4)I

132.1 The same person may not sign in the dual capacities of director and secretary

132.2 A director may sign any document as director, with or withoutthe common seal, althoughthe document relates to a contract, arrangement, dealing or other transaction in which heor she is interested and his or her signature complies with the requirements of thisconstitution as to execution despite his or herinterest.

132.3 Rules 131 and 132 do not limitthe ways in which the directors may authorise documents(including deeds)to be executed on behalf of the Company.

Notices

133 Notices other than notices of meeting

133.1 Any notice by the Company to a member may be given in the same way as a notice ofmeeting may be given under rule 32, and the time the notice is taken to be given is thesame as provided in the case of a notice of meeting by rule 33.

Inadvertent omissions

134 Formalities omittedloompare section 7322j

134.1 If some formality required by this constitution is inadvertently omitted or is not carried outthe omission does riot invalidate anything, including any resolution, which but fortheomission would have been valid unless it is proved to the satisfaction of the directors thatthe omission has directly prejudiced any member financially. The decision of the directorsis final and binding on all members.

Alterations

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135

135.1

Alterations

lithe Company is endorsed as an income tax exemptfund, a tax concession charity or adeductible gift recipient by the Australian Taxation Office, before making any alterations tothis constitution (in particular rules 4, 7, 8, 113, I 14, I I5 or 123) the directors mustconsider:

(1) whether those alterations may effectthe entitlement of the Company to thatendorsement; and

(2) whether, as a term of the endorsement, the Company is required to notify theAustralian Taxation Office or any other government authority of the alterations tothis constitution,

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