Constitution

Australian Pituitary Foundation Limited

Corporations Act Company Limited by Guarantee ABN 13 088 357 902 ACN 088 357 902

Signed by a director of Australian Pituitary Foundation Limited for the purpose of identification pursuant to the Resolution of the members dated 8 October, 2005.



Baker & McKenzie 

ABN 32 266 778 912 

Level 19 181 William Street 

Melbourne VIC 3000 Australia 

www.bakermckenzie.com



Table of contents

1. Definitions 
2. Formation
3. Membership
4. Membership Fees  
5. Rights of Members
6. Cessation of Membership   
7. Discipline of Members    
8. Meeting of Members   
9. Representations at meetings    
10. Proceedings at Meetings of Members
11. Voting at Meetings of Members
12. Appointment and Removal of Directors
13. Alternate Directors
14. Chief Executive Officer    
15. Remuneration of Directors
16. Proceedings of Directors
17. Director's Contracts with Company
18. Powers and Duties of Directors
19. Sub-Committees
20. Assistant Secretary
21. Minutes
22. Notices   
23. Indemnity 


Title Constitution Date 8 October, 2005 Parties Australian Pituitary Foundation Limited



Operative provisions

1. Definitions

1.1 In the construction of this Constitution, unless the contrary intention appears: 

at any time means at any time or times and from time to time. 

Company means the Australian Pituitary Foundation Limited. 

Constitution means the Constitution of the Company in force for the time being. 

corporate representative means a natural person appointed by a member which is a body corporate to be that body's representative at specified meetings of members of the Company.

corporate representative certificate means a certificate evidencing the appointment of a corporate representative, that certificate complying with this Constitution. 

the Directors means the Directors of the Company in office for the time being, or a quorum of the Directors present at a board meeting.
 

group Directors' fees means the remuneration for their ordinary services as Directors(whether or not executive or other paid work is undertaken) of persons who are Directors of either the Company or any of its wholly -owned subsidiaries at any time.

the Law means the Corporations Act 2001 and Regulations as it applies to the Company for the time being.


a meeting of members means a meeting of members duly called and constituted in accordance with this Constitution and any adjourned holding of it. 

member means any person entered in the register as a member for the time being of the Company.

a member present means a member present at any meeting of members, in person or by proxy or attorney or, in the case of a body corporate, by its corporate representative. 

officeholder means a Director that is appointed to a position of office of the Company. ordinary resolution means a resolution of a meeting of members where more than one half of the total votes cast on the resolution are in favour of the resolution.

proxy means a person duly appointed under a proxy form by a member who is entitled to attend and vote at a meeting of members, to attend and vote instead of the member at the meeting. proxy form means an instrument for appointing a proxy, that instrument complying with this Constitution.

register means the register of members kept under the Law and includes any branch register.

the registered office means the registered office for the time being of the Company. 

the seal means the common seal of the Company (if any) and includes any official seal of the Company.

secretary means any person appointed to perform the duties of secretary of the Company and includes an assistant secretary or any person appointed to act as such temporarily. 

special resolution means a resolution of a meeting of members passed in accordance with section 9 of the Law.

Interpretation

1.2 In the construction of this Constitution:

(a) headings are disregarded;
(b) words importing persons include partnerships, associations, corporations, companies unincorporated and incorporated 
whether by Act of Parliament or otherwise, as well as individuals;
(c) singular includes plural and vice versa and words importing any gender include all other genders;
(d) except for the definitions in the preceding paragraph, an expression has, in a provision of this Constitution that deals with a
matter dealt with by a particular provision of the Law, the same meaning as in that provision of the Law;
(e) all references to statutory provisions are construed as references to any statutory modification or re-enactment for the time 
being in force.


Exclusion of Replaceable Rules

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


2. Formation

Name
2.1 The Name of the Company is the Australian Pituitary Foundation Limited (Company).2


Objects
2.2 The objects for which the Company is established are to:

(a) provide a forum for the exchange of information and ideas for the discussion of problems related to pituitary disorders;
(b) promote public awareness with regard to pituitary disorders and the need for government assistance;
(c) act as resource centre for the provision of support and the dissemination of information;
(d) encourage scientific research for the prevention, alleviation, care, treatment and cure of pituitary disorders;
(e) to pursue charitable purposes only and provide financial support for all activities which may assist in promoting
 these objectives.


Powers
2.3 The company has all the powers of a natural person but its powers must only be used in the pursuit of its objects.


Restriction on Use of Income
2.4 The income of the Company must:

(a) only be used to pursue its objects; and
(b) not be paid or transferred, directly or indirectly, by way of dividend or bonus to any member.
(c) for clarity, paragraph 2.4(b) does not prevent the Company from using its income to pay:
(i) employees of the Company;
(ii) for goods or services provided to the Company;
(iii) a commercial rate of interest on borrowed funds;
(iv) a commercial rent for property used by the Company; or
(v) out of pocket expenses incurred on official business of the Company; even if the recipient of the 
remuneration is a member.


Amendment of Constitution

2.5 Any addition, alteration or amendment to the Company's Constitution shall be made in accordance with the provisions of the Law.


Liability of Members

2.6 The liability of the members is limited.


Contribution on Winding Up

2.7 If the Company is wound up each member undertakes to contribute to the:

(a) property of the Company while he or she is a member, or within one year after he or she ceases to be a member 
for payment of the debts and liabilities of the Company (contracted before he or she ceases to be a member); and
(b) costs, charges, and expenses of winding up and for the adjustment of the rights of the  among themselves;
(c) such amount as may be required but not exceeding $10.00.

Surplus on Winding Up

2.8 If the Company is to be wound up and there is a surplus available after all liability of the Company has been discharged the surplus must not be distributed to the members.

2.9 The surplus may be given to an organisation approved by the members which has similar:

(a) objects to the Company; and
(b) restrictions on the use of its income as the Company.


2.10 If the members at a general meeting do not approve an organisation to be given the surplus the Supreme Court of New South Wales may make an order deciding which organisation will be given the surplus.


Omission of "Limited"

2.11 If the Australian Securities and Investments Commission imposes conditions on the grant of a licence under section 150 of the Law to omit the word "Limited" from the name of the Company those conditions are deemed to be incorporated in this Constitution.

3. Membership 


Admitting personal members

3.1 A person who agrees to become a member of the Company and whose name is entered in the register becomes a member of the Company if their application for membership is approved at the meeting of the Directors following the date of the application.


Chapter members

3.2 The Directors may at any time identify and categorise a member or a group of members as belonging to a chapter.


Discretion to admit

3.3 The Directors may refuse to admit any person as a member and are not bound to give any reason for so refusing.


Expulsion

3.4 The Directors may at any time, despite the payment of the subscription by a member, expel such member from the Company and remove such member from the register without giving any reason for so doing. If the removal is before the term has expired for which the member's subscription has been paid, the member is entitled to a proportionate refund of the subscription from the date of removal to the time when the membership would expire.


Delegation

3.5 The Directors may at any time delegate, on such terms as they think fit, to such persons as they may determine, the power to:

(a) admit persons as members;
(b) readmit such persons;
(c) refuse applications for membership.


Life membership

3.6 At the Directors discretion a member may be granted life membership of the Company to recognise the member's contribution to the Company.


4. Membership Fees

Entrance fee

4.1 The entrance fee payable by a member (if any) may be determined and changed at any time by the Directors and if an entrance fee is payable it will be payable as and when the Directors direct. The Directors may fix at different rates, suspend or waive payment of the entrance fee in favour of any person or category of persons wishing to become members of the Company.


Annual subscription

4.2 The annual subscription payable by a member may be determined and changed at any time by the Directors and is payable in advance.


Waiver

4.3 The Directors may at any time fix at different rates, suspend or waive payment of the annual subscription in favour of any member or category of members.


Annual subscription in arrears

4.4 If any member fails to pay that member's annual subscription within one month of the due date, that member is not entitled, while the subscription remains due, to:

(a) nominate a member as a candidate for election of Directors;
(b) vote in any ballot;
(c) receive notices of meeting of members;
(d) attend, be counted in forming a quorum for, exercise any vote at, or be a proxy or corporate representative 
for any member, for any meeting of members.



 Lapsing of membership

4.5 A person ceases to be a member if the person fails to pay that person's annual subscription within 1 month of the due date.


5. Rights of Members

Joint members

5.1 Joint membership is not permitted.


Services

5.2 The Directors may at any time limit or determine the number of services to which members or a category of members are entitled as to any of the services offered by the Company to its members. Services beyond the number so determined may be made available on such terms as the Directors may determine at any time.


Excessive services

5.3 If in any case an individual member has in the opinion of the Directors received during the period of the member's membership an excessive number of services the Directors may (despite anything done by the Directors under the preceding clause) limit or determine the number of services to which such individual member is from then entitled as to any of the services offered by the Company to its members. Services beyond the number so determined may be made available on such terms as the Directors may determine at any time.

6. Cessation of Membership

Cessation

6.1 A member ceases to be a member of the Company if:

(a) an individual dies or a body corporate is dissolved;
(b) resigns that membership;
(c) fails to pay the annual subscription within 1 month of the due date; or
(d) is expelled from the Company.


Membership not transferable

6.2 A right, privilege or obligation which a person has by reason of being a member of the Company:

(a) is not capable of being transferred or transmitted to another person; and
(b) terminates upon cessation of the person's membership.


Resignation

6.3 A member of the Company may not resign that membership except in accordance with this clause. A member of the Company who has paid all amounts payable by the member to the Company in respect of the member's membership may resign from membership of the Company by first giving notice in writing to the secretary of the member's intention to resign and, upon the expiration of the period of notice (if any) specified in the document, the member ceases to be a member.


7. Discipline of Members

Initial resolution of Directors

7.1 Where the Directors are of the opinion that a member of the Company:

(a) has refused or neglected to comply with a provision of this Constitution; or
(b) has acted in a manner prejudicial to the interests of the Company; or
(c) has been guilty of conduct unbecoming a member, the Directors may, by resolution (the initial resolution):
(i) reprimand the member;
(ii) suspend the member from membership of the Company for a specified period; or
(iii) expel the member from the Company.


Suspended operation

7.2 An initial resolution is of no effect unless the Directors, at a meeting of the Directors held not earlier than 14 days and not later than 28 days after service on the member of a notice under the next clause, confirms the initial resolution in accordance with the following clauses of this section.


Notice to member

7.3 The secretary must, as soon as practicable following the passing of the initial resolution, cause a notice in writing to be served on the member that notice:

(a) setting out the initial resolution of the Directors and the grounds on which it is based;
(b) stating that the member may personally address the Directors at a meeting of the Directors to be held 
not earlier than 14 days and not later than 28 days after service of the notice;
(c) stating the date, place and time of that meeting of the Directors; and
(d) informing the member that the member may do either or both of the following:
(i) personally attend and speak at that meeting of the Directors;
(ii) submit to the Directors at or prior to the date of that meeting written representations relating to that resolution.


Confirming resolution of Directors

7.4 At a meeting of the Directors held as referred to in the preceding clause, the Directors must:

(a) give to the member an opportunity to make personal oral representations;
(b) give due consideration to any written representations submitted to the Directors by the member at or prior 
to the meeting; and
(c) by resolution (the confirming resolution) confirm or revoke the initial resolution.


Notice to member

7.5 The secretary must, within 7 days of the passing of the confirming resolution, by notice in writing inform the member of the fact and of the member's right of appeal under this Constitution.


Suspended operation

7.6 A confirming resolution does not take effect:

(a) until the expiration of the period within which the member is entitled to appeal against the confirming resolution if 
the member does not exercise the right of appeal within that period; or
(b) if within that period the member exercises the right of appeal, unless and until a meeting of members confirms the 
resolution pursuant to this Constitution.


Right of appeal

7.7 A member may appeal to the Company in a meeting of members against a confirming resolution, within 7 days after notice of the confirming resolution is served on the member, by lodging with the secretary a notice to that effect.


Calling of meeting of members

7.8 Upon receipt of a notice from a member under the preceding clause, the secretary must immediately notify the Directors of the receipt of the notice of appeal. The Directors must then call a meeting of members of the Company to be held within 21 days after the date on which the secretary received the notice.


Business of meeting

7.9 At a meeting of members called under the preceding clause:

(a) no business other than the question of the appeal may be transacted;
(b) the Directors and the member must be given the opportunity to state their respective cases orally or in writing, or 
both; and
(c) the members present may vote by secret ballot on the question of whether the confirming resolution should be 
confirmed or revoked.


Confirmation by members

7.10 If the meeting of members passes an ordinary resolution in favour of the confirmation of the confirming resolution, the resolution is confirmed.


8. Meeting of Members 

Calling of meetings

8.1 The Directors may at any time call a meeting of members.


Requisition of meetings

8.2 Except as provided in Chapter 2G of the Law, no member or members may call a meeting of members.


Notice of meeting

8.3 Every notice of a meeting of members must:

(a) set out the place, day and time of meeting;
(b) in the case of special business, state the general nature of the business;
(c) if a special resolution is to be proposed, set out an intention to propose the special resolution and state the resolution;
(d) in the case of an election of Directors, give the names of the candidates for election; and
(e) contain a statement of the right to appoint a proxy, being to the effect that:
(i) a member entitled to attend and vote is entitled to appoint a proxy to attend and vote instead of the member; and
(ii) a proxy must be a member.


Period of notice

8.4 Subject to the Law, at least 21 days notice of every general meeting must be given in a manner provided by this Constitution to the members entitled to attend, and the persons entitled under this Constitution to receive notices.

8.5 Except as permitted by the Law, at least 21 days notice of every general meeting at which it is proposed to pass a special resolution must be given in the manner provided by this Constitution to the members entitled to attend, and the persons entitled under this Constitution to receive notices.


Entitlement to notice

8.6 Notice of a meeting of members must be given to;

(a) each member, apart from any member who under this Constitution or by the terms of issue of any membership 
is not entitled to the notice;
(b) the auditor; and
(c) each Director.


Entitlement to proxy form

8.7 A proxy form (in a form determined by the Directors) must be given to each member entitled to receive a notice of a meeting of members.


Omission to give notice

8.8 The accidental omission to give notice of a meeting of members (or proxy form) to, or the non-receipt of any such notice (or proxy form) by, a person entitled to receive it, or the accidental omission to advertise (if necessary) such meeting, does not invalidate the proceedings at, or any resolution passed at, any such meeting.


Consent to short notice

8.9 With the consent in writing of all the members of the Company for the time being entitled to vote at a meeting of members, any meeting of members may be called on short notice and in any manner they think fit and all provisions of this Constitution are modified accordingly.


Cancellation or postponement of meeting

8.10 The Directors may cancel or postpone the holding of any meeting of members. If the meeting was called by requisitioning members or in response to a requisition by members the Directors may only cancel or postpone the holding of it with the consent of a majority of the requisitioning members. The Directors may notify the members of such cancellation or postponement by such means as they see fit. If any meeting is postponed for 30 days or more then no less than 5 days' notice must be sent to the members of the postponed meeting but it is not necessary to specify in such notice the nature of the business to be transacted at the postponed meeting.


Chapter meetings

8.11 The Directors may at any time call a meeting of members of a chapter identified under Clause 3.2. As far as possible the calling, requisition and proceedings of chapter meetings shall be the same as for a meeting of all members except that:

(a) a quorum shall be at least 3 members belonging to the chapter of which the meeting was convened;
(b) each member belonging to a chapter of which the meeting was convened is entitled to exercise 1 vote;
(c) each Director present at a chapter meeting is entitled to exercise 1 vote in addition to his or her membership vote;
(d) the chairperson of a chapter meeting does not have a casting vote; and
(e) chapter meetings are only permitted to make recommendations and/or act in advisory capacity to the Directors and a 
resolution passed by a chapter meeting is not binding on the Directors or the Company.


9. Representations at meetings
 

Persons entitled to attend

9.1 The right to attend a meeting of members is as follows:

(a) each member may attend, apart from any member who under this Constitution or by the terms of issue of any 
membership is not entitled to attend;
(b) each Director, secretary and auditor may attend;
(c) each person who is a proxy, corporate representative or attorney of a member may attend;
(d) other persons may attend only with leave of the meeting or its chairperson and then only while the leave is on foot 
and in accordance with the terms of the leave.

9.2 The right of a person to attend is subject to the powers of the chairperson of the meeting, in accordance with both the Law and under this Constitution.

Proxy eligibility

9.3 Only another member (whether first named in the register or not) is eligible to act as a proxy.


Proxy recognition

9.4 A proxy is recognised as having been duly appointed by a member and entitled to act as a proxy for that member if, and only if, the proxy form complies with the requirements of this Constitution concerning form, execution and lodgment.


Proxy form

9.5 The proxy form must be in the form of that determined by the Directors for the relevant meeting of members, or as similar to it as the circumstances permit. The Directors may at any time accept a proxy form which is not in the required form. Unless the Directors specifically determine otherwise at any time, the proxy form:

(a) is operative only for a single meeting of members (and any adjournment of that meeting) and must specify the 
proposed date of that meeting;
(b) may make provision for the chairperson of the meeting of members to act as the proxy either in the absence of any 
other appointment or if the proxy primarily appointed fails to attend the meeting of members;
(c) must enable the member to at least instruct the proxy to vote for or against each notified resolution.


Chairperson as fall-back proxy

9.6 If a proxy form is otherwise effective except that it does not specify the proxy, the member is treated as validly appointing the chairperson of the meeting of members.


Proxy execution

9.7 A proxy form must be executed:

(a) in the case of a member who is a natural person:
(i) under the hand of the member; or
(ii) under the hand of the attorney of the member;
(b) in the case of a member which is a body corporate:
(i) under the common seal of the body;
(ii) under the hand of a duly authorised officer of the body; or
(iii) under the hand of the attorney of the body.


Proxy lodgment

9.8 A proxy form must be lodged

(a) at the registered office (or at such other place as is specified for that purpose in the notice calling the
              meeting of 
members) by the start of the meeting; or

(b) with the chairperson of the meeting at any time prior to the proxy voting on behalf of the appointor at the meeting.


Original proxy form

9.9 The original executed proxy form must be lodged. A photocopy of the proxy form, a facsimile transmission of the proxy form or other electronic transmission of the proxy form is not lodgment of the original.


Proxy executed by attorney

9.10 If a proxy form is executed by the attorney of the member the relevant power of attorney (or a photocopy of it or a facsimile transmission of it) must also be lodged at the place, and by the deadline, required for the proxy form.


Corporate representative recognition

9.11 A corporate representative is recognised as having been appointed by a member (which is a body corporate) and entitled to act as a corporate representative of that member if, and only if:

(a) the appointment is evidenced by a corporate representative certificate which complies with this Constitution 
concerning form, execution and lodgement; or
(b) the appointment is evidenced by some other form of documentation satisfactory to the Directors which is lodged at 
the place, and by the deadline, required for corporate representative certificates.


Form and execution of corporate representative certificate

9.12 The corporate representative certificate:

(a) must specify one natural person, by name or description, to act as the body's representative at specified meetings that 
the body would be entitled to attend as a member;
(b) may specify another natural person, by name or description to act as corporate representative if the person primarily 
nominated fails to attend; and
(c) must be executed under the seal of the body corporate.


Corporate representative certificate lodgment

9.13 The corporate representative certificate (or a photocopy of it or a facsimile of it) must be lodged:

(a) at the registered office (or at such other place as is specified for that purpose in the notice calling the meeting) by the 
start of the meeting; or
(b) with the chairperson of the meeting at any time prior to the corporate representative voting on behalf of the member 
at the meeting.


Power of attorney lodgment

9.14 An attorney is recognised as entitled to act as attorney for a member at a meeting of members if, and only if, the relevant power of attorney (or a photocopy of it or a facsimile of it) is lodged at the place, and by the deadline, required for proxy forms.


10. Proceedings at Meetings of Members

Quorum

10.1 No business may be transacted at any meeting of members unless a quorum of members is present at the time when the meeting proceeds to business. Except as provided in the next Clause five (5) members present are a quorum.


Failure of quorum

10.2 If a quorum is not present within 15 minutes from the time appointed for a meeting of members:

(a) where the meeting was called by, or in response to, the requisition of members made under the Law, the meeting is 
dissolved; or

(b) in any other case the meeting stands adjourned to such day, and at such time and place, as the Directors determine
or,  if no determination is made by the Directors, to the same day in the second week following at the same time and
place. If at the adjourned meeting a quorum is not present within 15 minutes from the time appointed for the meeting, 2
members constitute a quorum, or where 2 members are not present, the meeting is dissolved.


Business of annual general meeting

10.3 The business of an annual general meeting is to receive the Company's financial statements and the Directors' statement and report and the auditor's report on the financial statements, to elect Directors in the place of those retiring and to transact any other business which under this Constitution or the Law ought to be transacted at an annual general meeting. All other business transacted at an annual general meeting, and all business transacted at other meetings of members, is deemed special business.


Special busines
s

10.4 No special business may be transacted at any meeting of members other than that stated in the notice calling the meeting unless it is a matter that is required by this Constitution or the Law to be transacted at such meeting.


Chairperson of meeting

10.5 The chairperson of the Company, or in that person's absence the vice chairperson of the Company, is entitled to take the chair at each meeting of members. If neither of those persons is present at any meeting of members within 15 minutes after the time appointed for holding such meeting, or neither of them is willing to take the chair, the Directors present may choose one of their number as a chairperson and if no Director present is willing to take the chair the Directors may choose a person, whether a member or not, as chairperson of the meeting, failing which the members present must elect a person, whether a member or not, to be chairperson of the meeting.


Passing the chair

10.6 If the chairperson of a meeting of members is unwilling or unable to be the chairperson for any part of the business of the meeting:

(a) that chairperson may withdraw as chairperson for that part of the business and may nominate any person who
would 
be entitled under the preceding clause to chair the meeting for that part of the business; and (b) after that part of the business is completed, the person so nominated must cease to chair the meeting upon
the 
request  of the prior chairperson and the prior chairperson is entitled to resume as the chairperson of the meeting.


Responsibilities of chairperson

10.7 The chairperson of a meeting of members is responsible for the general conduct of the meeting and to ascertain the sense of the meeting concerning the business transacted at it. For these purposes the chairperson of the meeting may, without limitation:

(a) delay the commencement of the meeting if that person determines it is desirable for the better conduct of the meeting;
(b) make, vary or rescind rulings;
(c) prescribe, vary or revoke procedures;
(d) in addition to other powers to adjourn, adjourn the meeting, or any item of business of the meeting, without the 
concurrence of the meeting if that person determines it is desirable for the orderly conduct of the meeting or the conduct 
of a poll; and
(e) determine conclusively any dispute concerning the admission, validity or rejection of a vote.


Admission to meetings

10.8 The chairperson of a meeting of members may refuse admission to, or require to leave and remain out of, the meeting any person:

a) in possession of a pictorial-recording or sound-recording device;
(b) in possession of a placard or banner;
(c) in possession of an article considered by the chairperson to be dangerous, offensive or liable to cause disruption
(d)who refuses to produce or to permit examination of any article, or the contents of any article, in the persons  possession;
(e) who behaves or threatens to behave in a dangerous, offensive or disruptive manner; or
(f) who is not entitled under this Constitution to attend the meeting.


Adjournment of meeting

10.9 The chairperson of a meeting of members at which a quorum is present may, and must if so directed by the meeting, adjourn the meeting from time to time and from place to place as the meeting determines.


Business at adjourned meeting

10.10 No business may be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. No notice need be given of an adjournment, or of the business to be transacted at an adjourned meeting, unless it is adjourned for 30 business days or more, in which event notice of the adjourned meeting must be given.


11. Voting at Meetings of Members

Entitlement to vote

11.1 Subject to this Constitution and the terms of issue of any membership, each natural person who is present at a meeting of members may vote if he or she is member or a recognised proxy, attorney or corporate representative of a member.


Number of votes

11.2 Each natural person who is, under the preceding clause, entitled to vote has:

(a) on a show of hands (or on the voices) only one vote, regardless of how many members the person may represent; and
(b) on a poll one vote for the membership is held by the person and one vote for each membership held by members
for 
whom the person is the recognised proxy, attorney or corporate representative.


Voting restrictions

11.3 If, to ensure that a resolution on which the Law requires that particular persons do not cast a vote so that the resolution has a specified effect under the Law, the notice of a meeting of members specifies that, in relation to particular business to be considered at that meeting, votes cast by particular persons (whether specified by name or by description of particular classes of persons) are to disregarded by the Company, the Company must take no account, in determining the votes cast on a resolution relating to that business (whether a special resolution or an ordinary resolution) or for any other purpose, of any vote cast or purported to be cast by or on behalf of any of those persons (whether on a show of hands or on a poll) in relation to that resolution.


Attendance of member suspends the proxy

11.4 If a member is present at any meeting of members in person (or in the case of a body corporate, by its corporate representative) the proxy or attorney of that member may not exercise the voting rights of the member while the member is present.


Revocation of proxies

11.5 A vote given or act done in accordance with the terms of a proxy form or power of attorney is valid despite the previous death of the principal, or revocation of the proxy or power of attorney, provided no intimation in writing of the death or revocation has been received at the registered office or by the chairperson of the meeting before the vote is given or act done. Any proxy may be revoked at any time. The decision of the chairperson as to whether a proxy has been revoked is final and conclusive.


Proxy must vote as directed

11.6 A recognised proxy must vote (or abstain if instructed) on behalf of a member in the manner instructed by the member on the proxy form. If no instruction is given the proxy may vote, or abstain, as the proxy sees fit.


Method of voting

11.7 Every resolution put to a vote at a meeting of members (except where there is an election of Directors by ballot) must be determined by the voices or a show of hands (as determined by the chairperson of the meeting) unless a poll is properly demanded either before or on the declaration of the result of the voices or the show of hands.


Demand for poll

11.8 A demand for a poll under the preceding clause may be made by:

(a) the chairperson of the meeting;
(b) at least 5 persons present having the right to vote at the meeting;
(c) any person or persons present having the right to vote at the meeting at least 10% of the total voting rights of all the  members having the right to vote at the meeting.


Declaring result of vote on show of hands

11.9 At any meeting of members (unless a poll is so demanded) a declaration by the chairperson of the meeting that a resolution has been carried, or carried by a particular majority, or lost, or has not been carried by a particular majority and an entry in the book containing the minutes of proceedings of the Company is conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.


Conduct of poll

11.10 The demand for a poll may be withdrawn. If a poll is duly demanded (and the demand not withdrawn) it must be taken in such manner and at such time (either at once or after an interval or adjournment or otherwise) as the chairperson of the meeting directs. The result of the poll is the resolution of the meeting at which the poll was demanded. A poll demanded on any question of adjournment must be taken at the meeting and without an adjournment. The demand for a poll does not prevent the continuance of the meeting for the transaction of any business other than the question on which a poll has been demanded.


Casting vote of chairperson

11.11 If, on a show of hands or on a poll, the votes are equal the chairperson of the meeting has a casting vote in addition to the deliberative vote, if any, of the chairperson.


Joint members' vote

11.12 Joint membership is not permitted.


Objections

11.13 No objection may be made to the validity of any vote except at the meeting or adjourned meeting or poll at which such vote is tendered and every vote not disallowed at any such meeting or poll is treated as valid. In recording votes the latest copy of the register held in the registered office must be adopted and acted on as the voting roll.


Ruling on votes

11.14 The chairperson of the meeting is the sole judge of the validity of every vote tendered at the meeting and the determination of the chairperson is final and conclusive.


12. Appointment and Removal of Directors
 

Number of Directors

12.1 The number of Directors must be not less than 3 nor more than 7 or such other number as the Directors at any time determine.


Membership qualification

12.2 A person is only entitled to be and remain a Director while the person is a member.


Officeholders

12.3 A person is only entitled to be and remain an officeholder while that person is a Director. The positions of office under this Constitution are:

(a) chairperson; (b) vice-chairperson;
(c) secretary;
(d) treasurer; and
(e) other positions of office which the members may decide from time to time.

12.4 Officeholders will continue in office subject to this Constitution, with their retirement determined under clause 12.7.


Casual appointment

12.5 The Directors may at any time appoint any member as a Director, either to fill a casual vacancy or as an addition to the Directors. Until that person is re-elected at a meeting of members, that Director is a "casual appointee".


Retirement of casual appointee

12.6 A casual appointee holds office only until the conclusion of the next annual general meeting of members following his or her appointment by the Directors and is then eligible for reelection. A casual appointee is not taken into account in determining the number of Directors, if any, who are to retire by rotation at such meeting.


Retirement

12.7 At the conclusion of each annual general meeting each Director (excluding the Chief Executive Office, if any) must immediately retire.


Eligibility for re-election

12.8 Each retiring Director at an annual general meeting is eligible for re-election at that annual general meeting.


Re-election of Chairman

12.9 The Chairman is only eligible to be re-elected for three consecutive terms. If the Chairman wishes to stand for re-election following the completion of three consecutive terms of office, approval must be provided by the annual general meeting.


Appointment at annual general meeting

12.10 Unless the Directors decide to reduce the number of Directors in office (such reduction to be effective from the conclusion of the next annual general meeting), the Company at any annual general meeting at which any Director retires may fill the vacated office by re-electing the same person or electing some other person.


Deemed re-appointment

12.11 If at any annual general meeting the vacated office is not filled, the retiring Director, if willing and not disqualified, is treated as having been re-elected unless an ordinary resolution for the re-election of that Director is put and lost.


Candidates requiring nomination

12.12 No member is eligible for election or re-election to the office of Director at any meeting of members unless duly nominated.


Valid nominations

12.13 Nominations must be made to the secretary at the registered office. Nominations close at 5.00p.m. (Sydney time) on the day which is 21 days before the date for the holding of the meeting. For a nomination to be valid:


(a) the nomination must name the candidate and be signed by not less than 2 members;
(b) the person nominated must consent to act if elected. The consent is sufficient if the person signs a form of consent
on the nomination paper but the secretary may accept any other form of consent, whether accompanying the nomination
 paper or not, that the secretary deems satisfactory, and such acceptance is be final; and

(c) the nomination and consent must be received before the close of nominations.


Resignation of Director

12.14 Any Director may retire from office by giving notice in writing to the Company of the Director's intention to do so. Such resignation takes effect immediately unless the resignation is stated in the notice to take effect at some future time in which event the resignation takes effect upon the expiration of such time or the date 3 months from the giving of the notice, whichever is the earlier.


Vacation of office

12.15 In addition to the circumstances in which the office of Director becomes vacant by virtue of the Law or other provisions of this Constitution, the office of Director, by the very fact, is vacated if the Director:

(a) becomes mentally incapable or the Director's estate is liable to be dealt with in any way under the law relating to
mental health;
(b) is absent from meetings of Directors for a continuous period of 6 months without leave of absence from the
 Directors; or
(c) ceases to be a member.


Less than minimum number of Directors

12.16 The continuing Directors may act despite any vacancy in their body but if the number falls below the minimum number fixed in accordance with this Constitution, the Directors may act only:

(a) to appoint Directors up to that minimum number;
(b) to call a meeting of members; or
(c) in emergencies.


Appointment of Officeholders

12.17 The Directors shall conduct an election at the next meeting of the Directors after each annual general meeting for the appointment of the officeholders to any vacant positions of office referred to in clause 12.3.

13. Alternate Directors 


Power to appoint alternate Director

13.1 Each Director may at any time appoint any member approved for that purpose by a majority of his or her co-Directors to act as an alternate Director in the appointor's place.


Suspension of appointment

13.2 The appointor may vary, suspend, or terminate the appointment of any alternate.


Notice of appointment

13.3 Notice of each such appointment, suspension or termination must be made in writing to the alternate, signed by the appointor, and a copy served on the Company.


Electronic notification
s

13.4 Any notice under the preceding clause or the next clause may be served by electronic transmission and any such transmission purporting to be signed by a Director is treated as being in writing signed by such Director.


Role of alternate

13.5 An alternate Director:

(a) is not entitled to receive notice of meetings of the Directors unless the appointor has, by notice in writing to the 
Company, required it do so either generally or in particular circumstances;

(b) may attend and vote at a meeting of the Directors if the appointor is not present at that meeting;
(c) may sign a circular resolution under clause 15.11 unless the appointor has, by notice in writing to the Company,
suspended that right either generally or in particular circumstances;

(d) when acting as such at any time, is an officer of the Company and not an agent of the appointor and, in those
circumstances, is subject to the duties and has all the powers and rights of a Director;

(e) does not have a conflict of interest solely by reason of the fact that the appointor has (or vice versa); and
(f) is not taken into account in determining either the number of Directors or rotation of Directors.


Remuneration of alternate

13.6 An alternate's only rights (if any) as to remuneration for ordinary service as a Director are against the appointor and not the Company.


Multiple votes

13.7 A Director or any other member may act as alternate Director to represent more than one Director, and have as many votes accordingly, but for the purpose of forming a quorum counts as only one Director.


Termination of appointment

13.8 The appointment of an alternate Director, by the very fact, is terminated:

(a) if, by writing under the hand of the alternate, left at the registered office, the alternate resigns such appointment;
(b) if the appointment of the alternate is terminated by the appointor;
(c) if a majority of the co-Directors of the appointor withdraw the approval of the person to act as an alternate;
(d) if the appointment is to act as alternate for one or more Directors and all of those named Directors have vacated
office as Directors; or
(e) on the happening of any event which, if the alternate were a Director, would cause the alternate to vacate the office of
Director.


14. Chief Executive Officer 

Appointment of Chief Executive Officer

14.1 The Directors may at any time:

(a) appoint one or more of their body to be the Chief Executive Officer of the Company for a term of no more than three
years;

(b) define, limit and restrict that person's powers;
(c) subject to clause 15.1, fix that person's remuneration and duties;
(d) subject to the provisions of any contract between that person and the Company, vary any of the powers so conferred;
and

(e) remove that person from that office and appoint another (or others) in that person's place or places.


Acting managing Directo
r

14.2 If the Chief Executive Officer becomes at any time in any way incapable of acting as such, the Directors may appoint any other Directorto act temporarily as the Chief Executive Officer.


Remuneration of Chief Executive Officer

14.3 Subject to the provisions of any agreement entered into in a particular case, the remuneration of the Chief Executive Officer, may at any time be fixed by the Directors. Such remuneration must be by way of fixed salary.


15. Remuneration of Directors 

Remuneration Conditions

15.1 Clause 15.1 to 15.11 (inclusive) are to be read subject to the conditions (if any) of any government office or authority imposed on the Company upon granting:

(a) a licence under section 150 of the Law;
(b) an income tax, federal taxation or duty exemption or reduction;
(c) confirmation of status as being eligible to receive tax deductible donations;
(d) a stamp duty or state taxation or duty exemption or reduction; and
(e) an authority to fund raise or approach the public for the purposes of soliciting a donation to the Company.


15.2 If there is any conflict with the terms of clauses 15.1 to 15.11 (inclusive) and the conditions imposed by any government office or authority the terms of those conditions shall prevail to the extent of any inconsistency.


Group Director's fees

15.3 A meeting of members may at any time, by ordinary resolution, approve a fixed sum that may be paid in each financial year of the Company as group Director's fees.


Proposal to increase fees for ordinary services

15.4 If there is a proposal to increase group Director's fees, the notice calling the meeting of members at which such increase is to be proposed must state the amount of the proposed increase and the maximum sum that may be paid if the increase is approved.


Fees for ordinary services of Directors of the Company

15.5 In each financial year of the Company the Directors must be paid out of the funds of the Company as remuneration, for their ordinary services as Directors of the Company, such sum,

not exceeding that last fixed by members under clause 15.3, as the Directors determine. The sum so determined on must be divided amongst the Directors in such proportion and manner as they may at any time determine or, in default of determination, equally.


Fees for ordinary services of Directors of other group companies

15.6 The Company, through its control of its wholly-owned subsidiaries, must ensure that, after taking into account the sum determined under the preceding clause, the group Directors' fees paid in each financial year do not exceed that last fixed by members under clause 15.3.


Expenses of Directors

15.7 Each Director is entitled to be paid all travelling and other expenses incurred, or to be incurred, by him or her in connection with his or her attendance at meetings of the Directors and meetings of members or otherwise in connection with the business of the Company if the Directors have approved payment of all travelling and other expenses before they are incurred.


Additional remuneration for extra services

15.8 Any Directors who, being willing, is called upon to perform extra services or to make any special exertions or to undertake any executive or other work for the Company beyond the Director's ordinary duties or to go or reside abroad or otherwise for any of the purposes of the Company is entitled to be remunerated either by a fixed sum or a salary as may be determined by the Directors. Such remuneration may be either in addition to, or in substitution for, that


Director's share in the remuneration referred to in clause 15.5
.


Daily accrual

15.9 The remuneration of each Director for ordinary services accrues from day to day and is apportionable accordingly. A resolution of Directors cancelling, suspending, reducing or postponing payment of such remuneration or any part of it binds all the Directors for the time being.


Payment of retirement benefit

15.10 Upon a Director ceasing, or at any time after his or her ceasing whether by retirement or otherwise, to hold that office, the Directors may pay to the former Director, or in the case of death to the former Director's legal personal representatives, or to the Director's dependants or any of them, a lump sum payment in respect of past services of such Director (either in that capacity or as an officer of a related body corporate of the Company) of an amount not exceeding the amount permitted by the Law. The Company may contract with any Director to secure payment of any such sum to him or her, to the Director's legal personal representatives, dependents or any of them.


Contributions to a superannuation fund

15.11 The Directors may at any time make contributions to a superannuation or similar fund for the benefit of any Director. Any such contribution is in addition to, and not regarded as part of, the remuneration approved by members under this Constitution.


16. Proceedings of Directors 

Mode of meeting

16.1 The Directors may meet together for the dispatch of business, adjourn and otherwise regulate their meetings as they see fit. The Directors may conduct their meetings by telephone or other form of electronic communication without a Director being in the physical presence of another Director or other Directors.


Quorum

16.2 A quorum for a meeting of the Directors is 3 Directors.


Chairperson calling a meeting

16.3 The chairperson of the Company members may at any time call a meeting of the Directors to be held at such time and place as the Chairperson chooses and such meeting is not invalidated by reason only of lack of convenience if a quorum of Directors forms.


Secretary calling a meeting

16.4 The Secretary, upon the request of any other Director, must call a meeting of the Directors to be held at such time and place as is convenient to the Directors.


Notice of meeting

16.5 Notice of each meeting of the Directors:

(a) may be given by such means as is convenient, including by telephone or electronic transmission; and
(b) must be given to all eligible Directors and all eligible alternate Directors.


Recipients of notice

16.6 For the purposes of the preceding clause:

(a) the eligible Directors are all Directors for the time being but excluding, first, all alternate Directors, second, those
given leave of absence, and third, those who in the belief of the person calling the meeting are absent from Australia;

(b) - the eligible alternate Directors are those alternate Directors in respect of whom an appointor has, under clause 13.5,
required the Company to give such a notice to the alternate, but excluding those alternate Directors who, in the belief of
the person calling the meeting, are absent from Australia; and

(c) the accidental omission to give notice of any meeting of the Directors to, or the non-receipt of any such notice by, a
person entitled to receive that notice does not invalidate the calling of the meeting or any resolution passed at any such
eeting.


Appointment of chairperson

16.7 The Chairperson shall be the chairperson of meetings of the Directors. Such person is entitled to use the title "Chairman", "Chair" or "Chairperson" as they please. If the Chairperson is not present within 15 minutes of the time appointed for holding the meeting, subject to the next clause, the Directors present must choose one of their number to be chairperson of such meeting.


Votes of Directors

16.8 Questions arising at any meeting of the Directors must be decided by a majority of votes cast and each Director has one vote. A person who is an alternate Director is entitled (in addition to his or her own vote if a Director) to one vote on behalf of each Director whom the alternate represents (as an alternate Director at the meeting) and who is not personally present. If there is an equality of votes, provided more than 2 Directors present are competent to vote on the question at issue but not otherwise, the chairperson has a second or casting vote.


Circular resolution of Directors

16.9 If a majority in number of the eligible Directors have signed a document containing a statement that they are in favour of a resolution of the Directors in terms set out in the document, a resolution in those terms is treated as having been passed at a meeting of the Directors held on the day on which the document was signed or, if the Directors sign the documents on different days, on the day on which the document was last signed by a Director thereby constituting a majority in number of the eligible Directors unless the document, by its terms, is said to take effect from an earlier date.


Signing of circular resolution

16.10 For the purposes of the preceding clause:

(a) the eligible Directors are all Directors for the time being but excluding, first, all alternate Directors, second, those
who, at a meeting of Directors, would not be entitled to vote on the resolution and, third, those then outside Australia;

(b) each Director, other than one not entitled to vote on the resolution, may sign the document;
(c) if a person who is not entitled to vote on the resolution signs the document, it does not invalidate the resolution if it is
otherwise valid;

(d) unless the right has been suspended by the appointor under clause 13.5, each alternate Director may sign the
document in the appointor's place if the alternate Director reasonably believes that the appointor is unavailable to sign
the document. An alternate may sign even if the available appointor could not have voted on the resolution. An alternate
Director who represents more than one Director may sign as many times accordingly;

(e) an electronic transmission purporting to be signed by a Director or alternate Director is treated as being in writing
igned by such person; and

(f) 2 or more separate documents containing statements in identical terms each of which is signed by one or more
Directors are together treated as constituting one document containing a statement in those terms signed by those
Directors on the respective days on which they signed the separate documents.


Deemed minute

16.11 The document or documents referred to in the 2 preceding clauses are treated as constituting a minute of that meeting and must be entered in books kept for that purpose.


Validity of acts of Directors

16.12 All acts done at any meeting of the Directors or of a Director or other persons or by any person acting as a Director or any person purporting to act as an attorney under power of the Company are, despite the fact that later it is discovered that there was some defect in the appointment or continuance in office of such Director, person or attorney so acting or that they or any of them were disqualified or were not entitled to vote, as valid as if every such person had been duly appointed or had duly continued in office and was qualified to be a Director or attorney and was entitled to vote.


1
7. Director's Contracts with Company

Director's contracts and conflicts of interest

17.1 In relation to Director's contracts and conflicts of interest:

(a) despite any rule of law or equity to the contrary, no Director is disqualified by that office from contracting with
or holding any other office under the Company;

(b) any such contract, or any contract entered into by or on behalf of the Company in which any Director is in any way
interested, is not avoided;

(c) any Director so contracting or being so interested is not liable to account to the Company for any profit realised by
any such contract by reason only of such Director holding that office or of the fiduciary relationship thereby established;

(d) the nature of the Director's interests must be disclosed by that Director at the meeting of the Directors at which the
contract is determined on if that interest then exists and has not been disclosed or in any other case at the first meeting of
the Directors after the acquisition of those interests; and

(e) a Director may not vote in that capacity in respect of any contract or arrangements in which the Director is interested
but may be counted, for the purpose of any resolution regarding it, in the quorum present at the meeting and may, despite
that interest, participate in the execution of any instrument by or on behalf of the Company and whether through signing
or sealing it or otherwise.


Requirement to leave the meeting

17.2 Despite anything in the preceding clause, a Director's entitlement to vote, or be present, at a meeting of the Directors of any Director who has a material personal interest in a matter that is being considered at the meeting is restricted in accordance with section 232A of the Law as it may apply from time to time to the Company.


Notice of interest

17.3 A general notice given to the Directors by any Director to the effect that he or she is an officer or a member of, or interested in, any specified firm or body corporate and is to be regarded as interested in all transactions with such firm or body is sufficient disclosure as required by the Law as regards such Director and those transactions. After such general notice it is not necessary for such Director to give any special notice relating to any transaction with such firm or body.


Office in another company

17.4 A Director of the Company may be, or become, a Director or other officer of, or otherwise interested in, any body corporate promoted by the Company or in which the Company may be interested, or which holds any membership in the Company. No such Director is accountable to the Company for any remuneration or other benefits received by him or her as a Director or officer of, or from his or her interest in, such body corporate. The Directors may exercise the voting power conferred by the shares or owned by the Company, or exercisable by them as Directors of such other body corporate in such manner in all respects as they think fit. This includes the exercise of that voting power in favour of any resolution appointing themselves, or any of them as Directors or other officers of such body corporate. Any Director may vote in favour of the exercise of such voting power in that manner despite the fact that he or she may be, or be about to be, appointed a Director or other officer of such corporation and as such is, or may become, interested in the exercise of such voting power in that manner.


18. Powers and Duties of Directors

Powers generally

18.1 Subject to the Law and to any other provisions of this Constitution, the management and control of the Company and of the business and affairs of the Company is vested in the Directors who may exercise all such powers of the Company and do all such acts or things as are not by this Constitution or by the Law expressly required to be exercised or done by a meeting of members. No provision adopted by resolution passed by a meeting of members invalidates any prior act of the Directors which would have been valid if that provision or resolution had not been adopted or passed.


Borrowing

18.2 The Directors have the power to raise or borrow any sum of money not exceeding $300.00 or such other sum of money determined at each annual general meeting and to secure the payment or repayment of such moneys and any other obligation or liability of the Company in such manner and on such terms in all respects as they think fit. This includes upon the security of any mortgage or by the issue of debentures or debenture stock of the Company charged upon all or any of the property of the Company (both present and future) including its goodwill and undertaking for the time being or upon bills of exchange, promissory notes or other obligations or otherwise.


Security

18.3 Without limiting the generality of the preceding clause, the Directors have the power to make such loans to, and to provide such guarantees and security for obligations undertaken by, Directors of the Company as may be permitted by the Law or by resolution of the Company in accordance with the Law.


Execution of negotiable instruments

18.4 All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts for money paid to the Company may be signed, drawn, accepted, endorsed or otherwise executed as the case may be in such manner as the Directors at any time determine.


Appointment of attorney

18.5 The Directors may at any time, by power of attorney, appoint any person or persons to be the attorney or attorneys of the Company for such purposes and with such powers, authorities and discretions (not exceeding those vested in or exercisable by the Directors under this Constitution) and for such period and subject to such conditions as they may think fit. Any such powers of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Directors may think fit including for the purposes of managing a chapter of the Company identified under clause 3.2 and may also authorise any such attorney to delegate all or any of the powers authorities and discretions vested in the attorney.


Delegation

18.6 The Directors may at any time confer upon any Director, or such other person as they may select, such of the powers exercisable under this Constitution by the Directors as they may think fit for such time and to be exercised for such objects and purposes and upon such terms and with such restrictions as they think expedient. They may confer such powers whether collaterally with, or to the exclusion of and in substitution for, all or any of the powers of the Directors in that respect. They may at any time revoke, withdraw, alter or vary all or any of such powers.


Validity of acts

18.7 Despite anything contained in this Constitution, if it is found that some formality required by this Constitution to be done has been inadvertently omitted or has not been carried out, such omission does not invalidate any resolution, act, matter or thing which but for such omission would have been valid unless it is proved to the satisfaction of the Directors or a majority of them that such omission has directly prejudiced any member financially. The decision of the Directors is conclusive and final and binds all members.


19. Sub-Committees

Delegation to sub-committee

19.1 The Directors may:

(a) - delegate any of their powers to sub-committees consisting of such one or more persons, whether committee
members or not, as they think fit including subcommittees to manage the business of a chapter of the Company
identified under clause 3.2; and

(b) establish advisory committees (or other committees not having delegated power of committee members) consisting
of such person or persons as they think fit;


Sub-Committee powers

19.2 Any sub-committee so formed or person or persons so appointed must, in the exercise of the powers so delegated, or functions entrusted, conform to any regulations that may at any time be imposed by the Directors including, without limitation, any restriction on the expenditure of a sub-committee.


Sub-Committee meetings

19.3 The meetings and proceedings of any sub-committee consisting of 2 or more persons are governed by the provisions in this Constitution for regulating the meetings and proceedings of the Directors so far as they are capable of application and not affected by any resolution or regulation made by the sub-committee members under the preceding clause.


Sub-Committee members as officers

19.4 Each person appointed to a sub-committee under paragraph 19.1(a) of clause 19.1, if not otherwise an officer of the Company, is when exercising the powers so delegated or functions entrusted, an officer of the Company.


20. Assistant Secretary

Assistant secretary

20.1 The Directors may appoint an assistant secretary or assistant secretaries and temporary substitutes for the secretary. Any such assistant secretary or temporary substitute is, for the purposes of this Constitution, treated as and may fulfil the duty of the secretary subject to any limitation prescribed by the Directors.


21. Minutes

Minutes as evidence

21.1 Any minutes of a meeting of members or of the Directors, if purporting to be signed by any person purporting to be either the chairperson of such meeting, or the chairperson of the next succeeding meeting, must be received in evidence without any further proof as sufficient evidence that the matters and things recorded by or appearing in such minutes actually took place or happened as recorded or appearing and of the regularity of those things in all respects and that the same took place at a meeting duly called and held.


22. Notices

Service of notices

22.1 Where this Constitution, the Law or other legislation require or permit a document to be served on, given, sent or dispatched to, any person, whether any such expression or any other expression is used (in this clause referred to as "served"), the document may be served on the person:

(a) by delivering it to the person personally;
(b) by dispatching it, whether by post, contractor, agent, electronic means or otherwise, to the address of the place of
residence or business of the person last known to the person serving the document or, in the case of a member, to the
address of the member entered in the register and the document, by such dispatch, is regarded as left at that address; or

(c) subject to the Law, by publication in a newspaper circulating generally in the State in which the registered office is
located.


Date of deemed service

22.2 A document served under the preceding clause is treated as having been duly served, irrespective of whether it is actually received:

(a) where paragraph (b) of that clause applies -on the day following the day when dispatch occurred; and
(b) where paragraph (c) of that clause applies -on the day the newspaper is first published.


Overseas members

22.3 It is not necessary to give a notice to any member where that member's address in the register is outside Australia. Such a member may give notice to the Company specifying an address within Australia which is to be treated as the address of the member for the giving of notices. Where the Company proposes to send a notice to a member by pre-paid post and the notice is to be sent outside Australia, the Company must send the notice by airmail.


Counting of days

22.4 Subject to the Law, where a specified number of days' notice or notice extending over any period is required to be given, both the day of service and the day upon which such notice will expire are included in such number of days or other period.


Service on Company or its officers

22.5 Every document required to be served upon the Company or upon any officer of the Company may be served by leaving it at the registered office.


Signature

22.6 The signature to any document to be given by the Company may be written, printed or stamped.


23. Indemnity

Indemnity for officers

23.1 To the extent that the Law allows it, each officer of the Company and each officer of a related body corporate of the Company, must be indemnified by the Company against any liability incurred by that person in that capacity.


Insurance premiums

23.2 The Directors may at any time pay premiums in respect of a contract insuring a person (whether with others or not) who is an officer of the Company against a liability incurred by the person as such an officer, or as an officer of a related body corporate. The liability insured against may not include that which the Law prohibits. Any such premium in relation to a Director is in addition to, and not regarded as part of, the remuneration approved by members under this Constitution.