uwc australia constitution
DESCRIPTION
The governing document outlining the role of UWC Australia and aims for its activities.TRANSCRIPT
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Australian Capital Territory
Companies Ordinance 1962-1969
Company Limited by Guarantee
MEMORANDUM OF ASSOCIATION
OF
UNITED WORLD COLLEGES (AUSTRALIA) TRUST LIMITED
ACN 008 498 637
1. The name of the Company is United World Colleges (Australia) Trust Limited.
2. The registered office of the Company will be situated in Canberra, Australian
Capital Territory.
3. The objects for which the Company is established are:
(i) By the award of scholarships to be known as "United World Colleges
Scholarships" to Australian students of promise and ability in any field to enable
them to obtain education, tuition and training for their chosen vocations and to
pursue a course or courses of study at schools, colleges or other educational
institutions within the Commonwealth of Australia and elsewhere, and to hold,
manage, dispose of, or deal with real and personal property in the furtherance of
these objects, but subject to any specific trust relating to such property and in
pursuance of the foregoing and without limiting the generality thereof, the
Company may award scholarships to Australian students to enable them to attend
and pursue courses of study at schools, colleges or other educational institutions
within the Commonwealth of Australia or elsewhere.
(ii) To raise money by all lawful means and to solicit, receive and enlist financial and
other aid from individuals, trusts, companies, corporations, associations, societies
and institutions and other organisations or authorities, and from governments,
departments of state and public bodies and to conduct fund raising campaigns.
(iii) To undertake and execute any trusts the undertaking whereof the directors may
determine to be necessary or desirable for the carrying out of any of the objects of
the Company and to accept any gift, endowment or bequest or devise made to the
Company generally, or for the purpose of any specific object, and to carry out any
trusts attached to any gift, endowment, bequest or devise, providing that the
Company shall only deal with any property which is subject to any trust in such
manner as is allowed by law and having regard to such trusts.
(iv) To make known and further the objects of the Company by publication and
distribution of papers, journals and other publications and by advertising in any
medium or by any means.
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(v) To employ and engage clerks, servants and persons whose services may be deemed
necessary or desirable for the purpose of the operations of the Company.
(vi) From time to time to make, to rescind, add to or amend such by-laws or regulations
not inconsistent with any statute or with this Memorandum of Association or with
the Articles of Association of the Company, for the time being in force, for the
regulation or control of the property or effects of the Company, as deemed
necessary or desirable by the directors.
(vii) To acquire and hold Australian Consolidated Inscribed Stock, Australian Treasury
Bonds and bonds, stock, debentures, obligations and securities of the
Commonwealth of Australia, or any of the States thereof, or of any other
government commissioners, public body or authority, supreme, municipal, local or
otherwise, whether in Australia or elsewhere.
(viii) To acquire and hold shares, stock, debentures, debenture stock, bonds, obligations
and securities issued or guaranteed by any company constituted or carrying on
business in Australia or elsewhere.
(ix) To acquire any such inscribed stock, bonds, shares, stock debenture, stock bonds,
obligations or securities by original subscription, tender, purchase, exchange or
otherwise and to subscribe for the same either conditionally or otherwise and to
guarantee the subscription thereof.
(x) To exercise and enforce all rights and powers conferred by, arising from, or
incidental to the holding of any such inscribed stock, bonds, shares, debentures,
debenture stock bonds, obligations or securities.
(xi) To sell, exchange or otherwise dispose of any such inscribed stock, bonds, shares,
debentures, debenture stock bonds, obligations or securities in any manner and for
any consideration.
(xii) To open accounts with and deposit money for any period or at call and with or
without interest with the Commonwealth Bank of Australia or with any other Bank
(including any saving bank) incorporated or carrying on business in the
Commonwealth of Australia or elsewhere, or with any company or corporation.
(xiii) To purchase, take on lease, or on hire, or in exchange, or otherwise to acquire in
any manner whatever for any tenure and upon any condition and terms:
(a) Any estate or interest in lands freehold, leasehold or of any other tenure, whether
situated in the Commonwealth of Australia or elsewhere and any easements,
licences, rights or privileges connected with or in relation to any land;
(b) Personal property of every description wheresoever situate;
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(c) Any concessions, rights, options, licences, privileges or advantages of any nature
and wheresoever situate.
(xiv) To develop and turn to account any land held by the Company or in which the
Company is interested.
(xv) To grant, sell, convey, assign, transfer, exchange, mortgage, lease, license or hire
or dispose of in any manner whatever and either absolutely, or for any term, any
real or personal property or any estate or interest therein for such consideration as
and upon and subject to any terms, conditions, stipulations and restrictions which
the Company may think proper.
(xvi) To acquire, establish, conduct, operate or administer an educational institution or
educational institutions, whether resident or non-resident, in the Commonwealth of
Australia and to obtain from any government or other authority any rights,
concessions or privileges and to do all acts, matters and things necessary or
conducive to the furtherance of such objects.
(xvii) To relinquish, abandon, surrender or give up with or without any consideration
therefor any rights, concessions or other property.
(xviii) To lend, deposit or advance moneys and grant loans or give credit to any persons,
firms, companies, corporations, bodies or institutions on any terms upon any
freehold, leasehold or personal property or security or without security.
(xix) To borrow or raise or secure the payment of money in any manner and, in
particular, by mortgage or charge upon any property, assets or investments held by
the Company or by the issue of debentures or debenture stock charged upon the
Company's undertaking or any part thereof and to purchase redeem or pay off any
such securities.
(xx) To draw, make, accept, endorse, discount, execute and issue cheques, bills of
exchange, warrants, and other negotiable or transferable instruments.
(xxi) To do all or any of the acts, matters and things authorised by this Memorandum
either alone, or in conjunction with any person or company or through any agent
and in any place.
(xxii) To procure the Company to be registered or legally recognised in any other State or
Territory.
(xxiii) To do all such other things as may appear to be incidental to or conducive to the
attainment of the above objects or any of them.
The provisions of the Third Schedule to the Companies Ordinance 1962-1969 shall
not apply to the Company and the foregoing provisions of this paragraph shall be
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read and construed without reference to the provisions of that Schedule.
4. The income and property of the Company whencesoever derived shall be applied
solely towards the promotion of the objects of the Company, as set forth in the
Memorandum of Association, and no portion thereof shall be paid or transferred
directly, or indirectly, by way of dividend, bonus, or otherwise howsoever by way
of profit to the members of the Company, provided that nothing therein shall
prevent the payment, in good faith, of reasonable and proper remuneration to any
officers or servants of the Company, or to any person, other than a member of the
Board of Directors thereof, in return for any services actually rendered to the
Company, nor prevent payment of interest at a rate not exceeding the rate charged
by bankers in Canberra on overdraft accounts on any money lent, or reasonable and
proper rent for premises demised or let by any member of the Company, but so that
no Director of the Company shall be appointed to any salaried office of the
Company or any office of the Company paid by fees and that no remuneration or
other benefit in money or money's worth shall be given by the Company to any
director, except repayment of out-of-pocket expenses and interest at the rate
aforesaid on money lent, or reasonable and proper rent for premises demised or let
to the Company, provided that the last provision shall not apply to any payment to
any public utility company of which a director of the Company may be a member,
or to any other company in which such member shall not hold more than one-
hundredth part of the capital and such member shall not be bound to account for
any share of profits he may receive in respect of such payment.
5. Every member of the Company undertakes to contribute to the assets of the
Company in the event of the same being wound up during the time that he is a
member or within one year afterwards, for payment of the debts and liabilities of
the Company contracted before the time at which he ceases to be a member and of
the costs charges and expenses of winding up the same and for the adjustment of
the rights of the contributories amongst themselves such amount as may be
required not exceeding the sum of ten dollars.
6. If, upon the winding up or dissolution of the Company, there remains after the
satisfaction of all its debts and liabilities any property whatsoever, the same shall
not be paid to or distributed among the members of the Company but shall be
given, or transferred to, or applied for the benefit of another college or other
colleges in the Commonwealth of Australia established, administered or conducted
by or within the group of colleges styled the United World Colleges, or to another
public benevolent institution or body having objects or a constitution or regulations
which shall prohibit the distribution of the income or property among the members
to an extent at least as great as is imposed on the Company under or by virtue of
Clause 4 hereof, such public benevolent institution or body to be determined by
resolution of the Company at, or before, the time of dissolution and in default
thereof, by the Supreme Court of the Australian Capital Territory or such other
Court as may have, or acquire jurisdiction in the matter, after such Court has
considered the objects of the Company and has decided which public benevolent
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institution or body will best carry out all or some of the objects of the Company.
7. True accounts shall be kept of the sums of money received and expended by the
Company and the matter in respect of which such receipt and expenditure takes
place and the property, credits and liabilities of the Company and subject to any
reasonable restrictions as to the time and manner of inspecting the same that may
be imposed in accordance with the Regulations of the Company for the time being,
such accounts shall be open to the inspection of the members. Once at least every
year, the accounts of the Company shall be examined and the correctness of the
Balance Sheet ascertained by one or more properly qualified auditor or auditors.
8. The liability of members is limited.
9. The fourth clause of the Memorandum contains conditions on which the licence is
granted by the Attorney-General of the Commonwealth of Australia in pursuance
and under the provisions of Section 24 of the Companies Ordinance of 1962-1969
of the Australian Capital Territory.
The full names, addresses and occupations of the subscribers are as follows:
Name Address Occupation
Blake Raymond Pelly
Esq.
22 The Crescent
Vaucluse
NSW 2030
Company Director
Robert Lyall Matchett
Esq.
513 Box Road
Jannali
NSW 2226
Education Officer
Richard Seddon
(Professor)
School of Education
Macquarie University
North Ryde
NSW 2113
University Professor
Lieutenant-Colonel
Rollo Franklin Freeth
Gillespie
135 High Street
North Sydney
NSW 2060
Private Secretary
Edward John Culey
Esq.
67 Carrington Road
Wahroonga
NSW 2076
Solicitor
The subscribers are desirous of being formed into a company in pursuance of this
Memorandum of Association.
Signature of Subscribers
Witness to Signatures
Blake R Pelly R H Simon
6
48 Wycombe Rd
Neutral Bay
R Matchett W Armour
89 Pacific Ave
Penshurst
Richard Seddon R H Simon
48 Wycombe Rd
Neutral Bay
R Gillespie L Wildman
Government House
Sydney
Edward John Culey P Fogarty
26 Louisa Road
Birchgrove
Dated this 27th day of July, 1972.
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Companies Act 1981 (Commonwealth)
Company Limited by Guarantee
ARTICLES OF ASSOCIATION
OF
UNITED WORLD COLLEGES (AUSTRALIA) TRUST LIMITED ACN 008 498 637
INTERPRETATION
1. (1) Unless the contrary intention appears, in these regulations:
"the Act" means the Companies Act 1981 (Commonwealth);
"Annual General Meeting" means a general meeting of the Company held annually
in accordance with the Act;
"Articles" means the articles of association for the time being of the Company;
"Chairperson" means the President for the time being acting as chairperson, or in
respect of a general meeting and in the event that the President is absent or
unwilling to act, a member appointed for the time being to be chairperson under
Article 16(2) and in respect of a meeting of the Committee and in the event that the
President is absent or unwilling to act, a Director appointed for the time being to be
chairperson under Article 49(2);
"Chairperson of the State Committee" means a member of a State Committee
appointed as chairperson of the State Committee by the Committee;
"Committee" means the governing council of the Company, as constituted under
Article 31;
"the Company" means the United World Colleges (Australia) Trust Limited;
"Director" means an officer or other director appointed or elected in accordance
with these Articles;
"Extraordinary General Meeting" means any general meeting of the Company, not
being an Annual General Meeting, held from time to time in accordance with these
Articles;
“general meeting” includes any Annual General Meeting and any Extraordinary
General Meeting;
"Memorandum" means the memorandum of association for the time being of the
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Company;
"month" means calendar month;
"President" means a member of the Committee so appointed by the Committee
from time to time;
"the Register" means the register of members kept pursuant to the Act;
"the seal" means the common seal of the Company;
"Secretary” means any person appointed to perform the duties of a secretary of the
Company;
"State Committee" means a sub-committee for such of each State and Territory of
the Commonwealth of Australia as the Committee from time to time thinks fit and
to which the Committee has delegated any of its powers or functions in accordance
with the provisions hereof;
"Treasurer" means any person appointed to perform the duties of a treasurer of the
Company;
"year" means calendar year.
(2) Unless the contrary intention appears:
(a) words importing the singular number include the plural number and vice versa;
(b) words importing the masculine gender include the feminine gender and the neuter
gender and vice versa; and
(c) words importing persons include companies, corporations, institutions, associations
and public bodies.
(3) Unless the contrary intention appears, expressions referring to writing include
references to printing, lithography, photography, electronic media and other modes
of representing or reproducing words in a visible form.
(4) The provisions of the Act and of the Acts Interpretation Act 1901 (Commonwealth)
as in force at the date of which these Articles become binding on the Company
govern the interpretation of words or expressions contained in these Articles.
2. The Company is established for the purposes set out in the Memorandum.
MEMBERSHIP
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3. The number of members with which the Company was registered was one hundred,
but the Committee may from time to time register an increase or decrease of
members.
4. The members of the Company are the subscribers to the Memorandum and such
other persons as the Committee may admit to membership in accordance with these
Articles. Persons who have been awarded scholarships by the Company shall be
encouraged to become members of the Company.
5. (1) Any person (“the applicant”) may apply to become a member of the Company, by
application in writing signed by the applicant and a proposer and seconder, both of
whom are members of the Company and know the applicant personally.
(2) The applicant shall apply in the form prescribed by the Committee.
6. (1) At the next meeting of the Committee after the receipt of any application for
membership, the Committee shall consider the application and shall determine
upon the admission or rejection of the applicant.
(2) If:
(a) the Committee is of the opinion that the qualifications of the applicant would be
beneficial to the carrying out of the objects of the Company; and
(b) the applicant agrees in writing to be bound by the Memorandum and Articles,
the Committee shall admit the applicant to membership of the Company.
7. When an applicant has been accepted or rejected for membership, the Secretary
shall send to the applicant written notice of his or her acceptance or rejection.
CESSATION OF MEMBERSHIP
8. (1) A member may resign his or her membership of the Company by giving notice in
writing to the Secretary.
(2) After resignation a member shall continue liable for:
(a) all arrears due and unpaid at the date of his or her resignation;
(b) all other moneys due by him or her to the Company; and
(c) in addition, any sum not exceeding ten dollars for which he or she is liable as a
member of the Company under clause 5 of the Memorandum.
(3) Upon death or resignation, a member of the Company shall cease to be a member
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of the Company.
(4) Upon cessation of membership, the Secretary shall remove the former member's
name from the Register.
CONDUCT OF MEMBERS
9. (1) If any member:
(a) wilfully refuses or neglects to comply with the provisions of the Memorandum or
Articles; or
(b) is guilty of any conduct which, in the opinion of the Committee, is unbecoming of
a member or prejudicial to the interests of the Company,
the Committee may, by resolution, censure, fine, suspend, or expel the member
from the Company.
(2) At least one week before the meeting of the Committee at which a resolution is
passed under Article 9(1), the Secretary shall give the member notice of:
(a) the meeting;
(b) any allegation made against him; and
(c) the proposed resolution.
(3) At the meeting, and before the passing of the proposed resolution, the Committee
shall afford the member the opportunity of giving, orally or in writing, any
explanation or defence he or she may think fit.
(4) The member may, by notice in writing lodged with the Secretary at least twenty
four hours before the time for holding the meeting at which the proposed resolution
is to be considered by the Committee, elect to have the proposed resolution dealt
with by the Company in general meeting.
(5) If the member makes the election contained in Article 9(4) the Secretary shall call
an Extraordinary General Meeting of the Company for the purpose of dealing with
the proposed resolution.
(6) At the Extraordinary General Meeting called pursuant to Article 9(5), the Company
may, by a majority of two thirds of those present and voting by ballot, pass the
resolution.
(7) At the Extraordinary General Meeting, and before the passing of the resolution, the
Company shall afford the member the opportunity of giving, orally or in writing,
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any explanation or defence he may think fit.
(8) If the resolution is passed under Article 9(6), the Committee shall deal with the
member accordingly.
GENERAL MEETINGS
10. (1) The Company shall hold an Annual General Meeting in accordance with the
provisions of the Act.
(2) All general meetings, other than the Annual General Meetings, shall be called
Extraordinary General Meetings.
11. (1) Any member of the Committee may convene an Extraordinary General Meeting.
(2) On the request of members, in accordance with the provisions of the Act, the
Committee shall convene an Extraordinary General Meeting.
(3) If the Committee does not convene an Extraordinary General Meeting under
Article 11(2), the members who made the request may convene it as provided by
the Act.
12. (1) Subject to the provisions of the Act relating to special resolutions and agreements
for shorter notice, the convener of any general meeting shall give at least fourteen
days notice (exclusive of the day on which notice is served or deemed to be served,
and exclusive of the day for which notice is given) of the general meeting to those
persons entitled to receive the notice from the Company.
(2) In the notice of a general meeting, the convener shall:
(a) specify the place, day and hour of the general meeting; and
(b) state the general nature of the business to be transacted at the meeting.
(3) Despite the provisions of Article 12(2), it is not necessary for a notice of an Annual
General Meeting to state that the business to be transacted at the meeting includes
the consideration of accounts, the reports of the Committee and the Auditor, the
election of officers and other Directors in place of those retiring, and the
appointment and fixing of the remuneration of the Auditors.
13. At each Annual General Meeting, the Committee shall submit to the members of
the Company a report including:
(a) a summary of the activities of the Company since the last Annual General Meeting;
and
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(b) any other particulars which the Committee deems desirable.
QUORUM AT GENERAL MEETINGS
14. (1) Unless a quorum of members is present at the time when a general meeting
proceeds to business, the Company shall not transact any business at the meeting.
(2) For the purposes of this Article and Articles 15 and 17, a quorum is five members
present in person.
(3) For the purposes of this Article, Articles 15 to 19 inclusive and Article 34,
"member present" includes a person attending as a proxy, an attorney or a duly
authorised representative of a corporation which is a member.
15. (1) If:
(a) within half an hour from the time appointed for a general meeting, a quorum is not
present; and
(b) the general meeting was convened upon the requisition of members,
the meeting will be dissolved.
(2) In any case other than that referred to in Article 15(1), if within half an hour from
the time appointed for a general meeting, a quorum is not present, the meeting will
stand adjourned to the same day in the next week at the same time and place, or to
such other day and at such other time and place, as the Committee may determine.
(3) If, within half an hour from the time appointed for the adjourned meeting, a
quorum is not present, the members present (being not less than three) may
constitute a quorum.
(4) If the number of members present under Article 15(3) is less than three, the
meeting will be dissolved.
CHAIR OF GENERAL MEETINGS
16. (1) The President shall preside as Chairperson at every general meeting of the
Company.
(2) If:
(a) there is no President;
(b) the President is not present within fifteen minutes after the time appointed for the
holding of the meeting; or
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(c) the President is unwilling to act as Chairperson,
the members present shall elect one of their number to be Chairperson of the
general meeting.
ADJOURNMENT OF GENERAL MEETINGS
17. (1) With the consent of any meeting at which a quorum is present, the Chairperson
may and shall, if so directed by the meeting, adjourn the meeting from time to time
and from place to place.
(2) The Company shall not transact any business at any adjourned meeting, other than
the business left unfinished at the meeting from which the adjournment took place.
(3) When a meeting is adjourned for thirty days or more, the Chairperson, or in
default, the Secretary, shall give notice of the adjourned meeting as in the case of
an original meeting.
(4) Notice of an adjournment or the business to be transacted at an adjourned meeting
is not necessary except under Article 17(3).
18. (1) Unless a poll is demanded (before or on the declaration of the result by a show of
hands):
(a) by the Chairperson; or
(b) by at least three members present,
the Company shall decide a resolution at any general meeting by a show of hands.
(2) Unless a poll is demanded:
(a) a declaration by the Chairperson that a resolution has, on a show of hands, been
carried or carried unanimously, or by a particular majority, or lost; and
(b) an entry to that effect in the book containing the minutes of the proceedings of the
Company,
is conclusive evidence of the declaration by the Chairperson, without proof of the
number or proportion of the votes recorded in favour of or against the resolution.
(3) The person or persons demanding a poll may withdraw the demand.
19. (1) If a poll is duly demanded, the Chairperson shall take it in such manner, either at
once or after an interval or adjournment or otherwise, as he or she directs.
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(2) The result of the poll is the resolution of the meeting at which the poll was
demanded.
(3) If a poll is demanded on the election of a chairperson or on a question of
adjournment, the Chairperson shall take the poll forthwith.
20. In the case of an equality of vote, whether on a show of hands or on a poll, the
Chairperson of the meeting at which the show of hands takes place or at which the
poll is demanded shall have a second or casting vote.
ENTITLEMENT TO VOTE AT GENERAL MEETINGS
21. (1) A member may vote at a meeting, an adjourned meeting or a poll in person, by
proxy, by attorney or, if a corporation, by a duly authorised representative.
(2) On a show of hands every member present in person, by proxy, by attorney or, if a
corporation, by a duly authorised representative shall have one vote.
(3) On a poll every member present in person, by proxy, by attorney or, if a
corporation, the duly authorised representative shall have one vote.
22. (1) A member who is of unsound mind, or whose person or estate is liable to be dealt
with in any way under the law relating to mental health may vote, whether on a
show of hands or on a poll, by his committee, or by his trustee, or by such other
person as properly has the management of his estate.
(2) Any committee, trustee or other person under Article 22(1) may vote by proxy or
attorney.
(3) Unless the contrary intention appears, this Article applies to Articles 14 to 29
inclusive.
APPOINTMENT OF A PROXY
23. (1) A member may appoint a proxy by instrument in writing under his or her hand or
under the hand of his or her attorney duly authorised in writing.
(2) If the member is a corporation, it may appoint a proxy either under seal or under
the hand of an officer or attorney duly authorised.
(3) The instrument appointing a proxy is sufficient to confer authority to demand or
join in demanding a poll.
(4) A member shall be entitled to instruct his or her proxy in favour of or against any
proposed resolutions.
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(5) Unless otherwise instructed the proxy may vote as he or she thinks fit.
24. A member may appoint a proxy by an instrument in the following form or in a
common or usual form:
United World Colleges (Australia) Trust Limited
I,............................of...................................being a member of United World
Colleges (Australia) Trust Limited (the "Company") hereby appoint
..................................................of.....................................or failing him or
her...................................of............................................as my proxy to vote for me
on my behalf at the (Annual or Extraordinary, as the case may be) General
Meeting of the Company, to be held on................................the...........................day
of...............................and at any adjournment thereof.
My proxy is hereby authorised to vote in favour of/against the following
resolutions........................................................ If no directions are given my proxy
may vote as he or she thinks fit or may abstain.
Signed this.....................day of................................................
25. (1) Not less than forty-eight hours before the time for holding a meeting or adjourned
meeting, any member wishing to name a proxy for that meeting or adjourned
meeting shall deposit at the registered office of the Company or at such other place
as is specified for that purpose in the notice convening the meeting:
(a) the instrument appointing a proxy; and
(b) the power of attorney or other authority, if any, under which it is signed, or, a
notarially certified copy of that power or authority.
(2) The provisions in Article 25(1) apply to a poll, except that the documents need
only be deposited within twenty-four hours before the time for holding a poll.
(3) For the purposes of this Article, if a proxy, attorney or duly appointed
representative has already been validly appointed for a meeting, it is not necessary
for him or her to be reappointed for any adjournment or poll of that meeting for
which he or she has been appointed.
26. In the event of:
(a) death or unsoundness of mind of the appointer of a proxy or attorney;
(b) revocation of the instrument of proxy, attorney or authority of the representative; or
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(c) revocation of the authority or power of attorney under which the instrument of
proxy or attorney was executed, and
if no instrument in writing of the death, unsoundness of mind or revocation has
been received by the Secretary before the commencement of the meeting,
adjourned meeting or poll at which the instrument is to be relied upon, the
Company shall treat a vote given in accordance with the terms of the instrument as
valid.
27. Unless a challenge is made before, or at, a general meeting, adjourned general
meeting or poll of a general meeting, no person, being a member of the Company
or not, may challenge the rights of any other person to attend and vote at any
general meeting, adjourned general meeting or poll of a general meeting.
WRITTEN RESOLUTIONS
28. (1) Subject to the Act, by writing signed by all the members of the Company for the
time being present in Australia and entitled to receive notice of a general meeting
of the Company, the Company may pass a valid and effectual resolution as if it has
been passed at a general meeting of the Company duly convened and held.
(2) The resolution under Article 28(1) may consist of several documents in like form,
each signed by one or more members of the Company.
(3) It is sufficient for the purposes of this Article that a telegram, cablegram, wireless
message, telex, facsimile, email or other communication received in visible,
including electronic, form purporting to be signed by the member of the Company,
is addressed to and received by the Secretary.
INVITATION TO GENERAL MEETINGS
29. To secure the widest participation in the activities of the Company and carry out its
objects, the Committee may, by resolution, invite representatives of any
association, organisation, university, college, department of government, federal,
state or municipal, or any other group to attend any general meeting of the
Company with the right of the representatives to participate in discussions, but
without the right to vote.
THE COMMITTEE
30. (1) A President, the Secretary and the Treasurer shall be the officers of the Company.
(2) All officers must be members of the Company.
31. (1) The Committee shall comprise of the officers and such other members of the
Company (not being more than seven), all of whom shall be elected or appointed as
17
herein provided. The Committee shall be collectively and individually known as
Directors.
(2) All Directors must be members of the Company.
ELECTION OF DIRECTORS
32. (1) At the first Annual General Meeting of the Company and at the Annual General
Meeting of the Company in each year thereafter, the Company shall elect the
officers and other Directors from among the members.
(2) The officers and other Directors shall hold office until the next Annual General
Meeting when they shall retire, but remain eligible for re-election.
33. The Company shall elect its officers and other Directors in the manner set out in
Article 34.
34. (1) Any two members of the Company may in writing signed by the nominee, proposer
and seconder, and lodged with the Secretary at least twenty-one days before the
Annual General Meeting at which the election is to take place, nominate any other
member (the nominee) to serve as an officer or other Director.
(2) The Secretary shall post, in a conspicuous place in the registered office of the
Company for at least seven days immediately preceding the Annual General
Meeting, a list of the names of the candidates in alphabetical order, with the
proposers' and seconders' names.
(3) If necessary, the Secretary shall prepare balloting lists containing the names of the
candidates in alphabetical order.
(4) Each member present at the Annual General Meeting shall be entitled to vote for
any number of the candidates not exceeding the number of vacancies.
(5) If there are not sufficient number of candidates nominated, the Committee may fill
the remaining vacancy or vacancies by co-option.
NUMBER OF DIRECTORS
35. The Company may from time to time, by ordinary resolution passed at a general
meeting, increase or reduce the maximum number or the minimum number of
Directors.
CASUAL VACANCIES ON THE COMMITTEE
36. (1) The Committee may at any time appoint any member to the Committee, either to
fill a casual vacancy or as an addition to the existing officers or other Directors.
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(2) If the total number of officers or other Directors would exceed the number fixed in
accordance with these Articles, the Committee shall not appoint any member to the
Committee.
(3) Any officer or other Director appointed under Article 36(1) may hold office only
until the next following Annual General Meeting.
APPOINTMENT OF ALTERNATE DIRECTORS
37. (1) A Director may, with the approval of the Committee, appoint a person, whether a
member of the Company or not, to be an Alternate Director in his or her place
during such period as he or she thinks fit.
(2) An Alternate Director is entitled to notice of meetings of the Committee.
(3) If the appointer is not present at a meeting, the Alternate Director may attend and
vote in his or her place.
(4) An Alternate Director may exercise any of the powers that the appointer may
exercise.
(5) Any exercise of the powers of the appointer by the Alternate Director will be
deemed to be the exercise of the power by the appointer.
(6) Notwithstanding that the period of the appointment of an Alternate Director has not
expired, the appointer may terminate the appointment of an Alternate Director.
(7) If the appointer vacates or loses office as a Director, the appointment of his
Alternate Director shall terminate immediately.
(8) A Director may appoint or terminate the appointment of an Alternate Director by
notice in writing only, signed by the Director and served on the Company.
REMOVAL AND REPLACEMENT OF DIRECTORS
38. (1) The Company may, by ordinary resolution, of which special notice has been given,
remove any Director before the expiration of his or her period of office.
(2) The Company may, by ordinary resolution, appoint another person to replace the
person removed under Article 38(1).
(3) The person appointed under Article 38(2) shall hold office only until the next
following Annual General Meeting, but is then entitled to stand for election as a
Director in accordance with the Articles.
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39. (1) If a Director:
(a) becomes bankrupt or makes any arrangement or composition with his creditors
generally;
(b) becomes prohibited from being a director of a Company by reason or any order
made under the Act;
(c) ceases to be a Director by operation of section 226 of the Act;
(d) becomes of unsound mind or a person whose person or estate is liable to be dealt
with in any way under the law relating to mental health;
(e) resigns his or her office by notice in writing to the Company;
(f) is absent for more than six months without permission of the Committee from
meetings of the Committee held during that period; or
(g) ceases to be a member of the Company,
he or she shall forthwith lose his or her office as a Director.
CONFLICT OF INTEREST
40. (1) A Director shall not vote in respect of any contract or proposed contract, or any
matter arising out of any contract, or proposed contract, in which he or she is
directly or indirectly interested.
(2) If a Director does vote contrary to Article 40(1), the Chairperson of the meeting or
general meeting at which the Director votes shall not count that vote in any show
of hands or poll.
POWERS AND DUTIES OF THE COMMITTEE
41. (1) The Committee shall manage the business of the Company.
(2) The Committee may pay all expenses incurred in promoting and registering the
Company.
(3) The Committee may exercise all powers of the Company as are not, by the Act or
by the Articles, required to be exercised by the Company in general meeting.
(4) Article 41(3) is subject to any of these Articles, to the provisions of the Act, and to
any regulations, being not inconsistent with these Articles or the provisions of the
Act, as may be prescribed by the Company in general meeting.
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(5) The Company shall not by resolution, or regulation, invalidate any prior act of the
Committee which would have been valid if that resolution or regulation had not
been passed or made.
42. (1) The Committee may exercise all the powers of the Company:
(a) to borrow money;
(b) to mortgage or charge its property, or any part thereof; and
(c) to issue debentures and other securities,
whether outright or as security for any debt, liability, or obligation of the Company.
(2) Subject to these Articles, the Committee may define, alter or limit the powers,
authorities, discretions and duties of the Treasurer and any other officer of the
Company.
43. (1) Any two Directors may sign, draw, accept, endorse or otherwise execute, as the
case may be, all cheques, promissory notes, drafts, bills of exchange and other
negotiable instruments, and all receipts for money paid to the Company.
(2) The Committee may determine another manner of performing the functions
contained in Article 43(1).
MINUTES
44. (1) The Committee shall cause minutes to be made:
(a) of all appointments of officers and servants;
(b) of the names of Directors present at all meetings of the Company and of the
Committee; and
(c) of all proceedings at all meetings of the Company and of the Committee.
(2) The Chairperson of the meeting at which the proceedings were held or the
Chairperson of the next succeeding meeting shall sign the minutes.
PROCEEDINGS OF THE COMMITTEE
45. (1) The Committee may meet together for the dispatch of business, adjourn and
otherwise regulate its meetings as it thinks fit.
(2) A Director may at any time convene a meeting of the Committee.
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(3) On the request of a Director, the Secretary shall convene a meeting of the
Committee.
(4) If the Secretary does not convene a meeting under Article 45(3), the Director who
made the request Director may convene it.
46. (1) Subject to these Articles, the Committee shall decide questions arising at any
meeting of the Committee by a majority of votes.
(2) A determination by a majority of the Directors is a determination of the
Committee.
(3) In case of an equality of votes, the Chairperson of the meeting shall have a second
or casting vote.
QUORUM FOR COMMITTEE MEETINGS
47. The quorum necessary for the transaction of the business of the Committee is three.
48. (1) Despite any vacancy in the Committee, the continuing Directors may continue to
act.
(2) If, and so long as, the number of Directors is reduced below the number fixed by or
pursuant to these Articles as the necessary quorum of the Committee, the
continuing Director or Directors may only act for the purpose of increasing the
number of Directors to the number necessary for a quorum of the Committee or for
convening a general meeting of the Company.
CHAIRPERSON OF COMMITTEE MEETINGS
49. (1) The President shall preside as Chairperson at every meeting of the Committee.
(2) If:
(a) there is no president;
(b) the President is not present at a meeting of the Committee within ten minutes after
the time appointed for holding the meeting; or
(c) the President is unwilling to act
the Directors may chose one of their members to be Chairperson of the meeting.
STATE AND SUB COMMITTEES
50. (1) The Committee may delegate any of its powers or functions (not being duties
imposed on the Committee as the Directors of the Company by the Act or the
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general law) to one or more sub-committees, including a State Committee.
(2) Each sub-committee and each State Committee shall consist of such member or
members of the Company as the Committee thinks fit, upon such terms and
conditions as the Committee considers appropriate.
(3) The Committee may, from time to time, appoint a member of a State Committee to
be the Chairperson of the State Committee.
(4) The members of each sub-committee, not being a State Committee, may appoint
one of their number to be the chairperson of such sub-committee.
PROCEEDINGS OF STATE AND SUB COMMITTEES
51. (1) Each sub-committee and each State Committee may meet and adjourn as it thinks
proper.
(2) Each sub-committee and each State Committee shall determine questions arising at
any meeting by a majority of votes of the members present.
(3) In the case of an equality of votes, the chairperson or the Chairperson of the State
Committee, as the case may be, shall have a second or casting vote.
DEFECTIVE APPOINTMENTS AND PROCEEDINGS
52. Notwithstanding that it is afterwards discovered that there was some defect in the
appointment of any Director, or that the Directors or any of them were disqualified,
all acts done by any meeting of the Committee, sub-committee or of a State
Committee or by any person acting as a Director or member of a sub-committee
shall be as valid as if every disqualified or defectively appointed person had been
duly appointed and was qualified to be a Director or member of a sub-committee.
WRITTEN RESOLUTIONS
53. (1) The Committee may pass a valid and effectual resolution, by writing signed by all
the Directors for the time being present in Australia and entitled to receive notice
of a meeting of the Committee, as if it had been passed at a meeting of the
Committee duly convened and held.
(2) The resolution under Article 53(1) may consist of several documents in like form,
each signed by one or more Directors.
(3) It is sufficient for the purposes of this article that a telegram, cablegram, wireless
message, telex, facsimile, email or other communication received in visible,
including electronic, form purporting to be signed by the Director is addressed to
and received by the Secretary.
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PHYSICAL PRESENCE AT MEETINGS
54. The Company may conduct meetings without Directors being in the physical
presence of other Directors provided that all the Directors involved in the meeting
are able simultaneously to communicate with each other and to participate in
discussion.
SECRETARY
55. (1) The Committee shall, in accordance with the Act, appoint a Secretary for such term
and upon such conditions as the Committee thinks fit.
(2) Any Secretary appointed by the Committee may be removed by it.
(3) The Committee may appoint a member of the Company as Honorary Secretary.
(4) Any member appointed Honorary Secretary becomes an officer of the Company
and, if not already a Director, ex officio a Director.
(5) The Secretary shall keep and maintain the Register.
(6) Subject to these Articles, the Committee may define, alter or limit the powers,
authorities, discretions and duties of the Secretary.
SEAL
56. (1) The Committee shall provide for the safe custody of the seal.
(2) The Committee may authorise the use of the seal.
(3) A sub-committee of Directors, authorised by the Committee in that behalf, may
authorise the use of the seal.
(4) For the use of the seal on any instrument to be valid:
(a) a Director; and
(b) the Secretary, a second Director or some other person appointed by the Committee
for that purpose
must sign the instrument to which the seal is affixed.
PATRONS
57. The Committee may appoint a Patron or Patrons of the Company.
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ACCOUNTS
58. The Committee shall keep true accounts of:
(a) the sums of money received and expended by the Company and the matter in
respect of which the receipt or expenditure takes place; and
(b) the property, credits and liabilities of the Company.
59. (1) The Company shall keep the accounts at the registered office of the Company or at
such other place or places as the Committee may think fit.
(2) The Treasurer shall ensure that the accounts are open to the inspection of all
Directors at all times.
(3) Subject to Article 59(2), the Treasurer shall ensure that the accounts are open to the
inspection of all other members of the Company, not being Directors.
(4) The Committee may impose any reasonable restrictions as to the time and manner
of inspection of the accounts by members of the Company not being Directors.
60. At least once every year, the Committee shall submit the accounts of the Company
to one or more qualified auditor or auditors for them to examine the accounts,
ascertain the correctness of the balance sheet and submit a report to the members of
the Company in accordance with the provisions of the Act.
AUDITORS
61. In accordance with the Act, the Company shall appoint, fix the remuneration of and
regulate the duties of an auditor or auditors.
NOTICES
62. (1) The Company may give a notice to any member either:
(a) personally;
(b) by sending it by post to him or her at his or her address appearing in the Register;
or
(c) if he or she has no registered address within the Commonwealth of Australia, by
sending it by post to him or her at the address, if any, within the Commonwealth of
Australia supplied by him or her to the Company for the giving of notices to him or
her.
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(2) Where a notice is sent by post:
(a) service of notice will be deemed effective by properly addressing, prepaying and
posting a letter containing the notice; and
(b) service of notice will be deemed to have been effected at the time when the letter
would be delivered in the ordinary course of post.
(3) A Director may certify in writing, signed by him, that the letter or wrapper
containing the notice under Article 62(2) was addressed correctly, prepaid and
posted.
(4) A certificate under Article 62(3) is conclusive evidence of the requirements under
Article 62(2)(a).
NOTICE OF GENERAL MEETINGS
63. (1) The convener of every general meeting shall give notice according to the method
contained in Article 62 to:
(a) every member of the Company except those members who, having no registered
address within the Commonwealth of Australia, have not supplied to the Company
an address within the Commonwealth of Australia for the giving of notices to
them; and
(b) the auditor or auditors of the Company.
(2) Other than those stated in Article 63(1), no person is entitled to receive notice of
general meetings.
(3) The accidental omission to give notice of a meeting to, or the non-receipt of notice
of a meeting or general meeting by, any member of the Company does not
invalidate the proceedings at that meeting or general meeting.
COMMUNICATION WITH THE COMPANY
64. Any person may give any communication or notice to the Company by giving it to
the Secretary either personally or by sending it by post to him or her at the
registered office of the Company.
INDEMNITY
65. If any Director, the Secretary, the Auditor and any other officer of the Company for
the time being incurs any liability, arising out of the duties of his or her office, in
defending any proceedings, whether civil or criminal, in which judgment is given
in his or her favour or in which he or she is acquitted or in connection with any
26
application under the Act in which relief is granted to him or her by the court in
respect of any negligence, default, breach of duty or breach of trust, the Company
shall indemnify him or her out of the assets of the Company.
TRANSITION
66. (1) The Committee may at any time, and from time to time, write to all or any of the
members of the Company to determine their willingness to remain members of the
Company.
(2) If the Committee writes to the members of the Company, the Committee shall give
notice in writing to the member that the member may, at the discretion of the
Committee, be removed from membership of the Company if:
(a) the Committee writes to him two times over a period of at least two months; and
(b) the member does not give notice to the Company of his willingness to remain a
member of the Company within one month after the last of the two letters by the
Committee.
(3) If:
(a) the Committee gives notice two times over a period of at least two months
according to Article 66(2); and
(b) the member does not give notice to the Company of his or her willingness to
remain a member of the Company within one month after the last of the two
notices by the Committee,
the Committee may remove the member from the Register.
(4) If the Committee removes the name of a member from the Register under Article
66(3), the member is deemed to have resigned and ceased to be a member.
We, the several persons whose signatures are subscribed, being subscribers to the
Memorandum of Association, hereby agree to the foregoing Articles of
Association.
Signature of Subscribers Witness to Signatures
Blake R Pelly R H Simon
48 Wycombe Rd
Neutral Bay
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R Matchett W Armour
89 Pacific Ave
Penshurst
Richard Seddon R H Simon
48 Wycombe Rd
Neutral Bay
R Gillespie L Wildman
Government House
Sydney
Edward John Culey P Fogarty
26 Louisa Road
Birchgrove
Dated this 27th day of July, 1972.