Acting managing Director
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
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 licence under section 150 of the Law;
an income tax, federal taxation or duty exemption or reduction;
confirmation of status as being eligible to receive tax deductible donations;
a stamp duty or state taxation or duty exemption or reduction; and
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.
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.
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:
may be given by such means as is convenient, including by telephone or electronic transmission; and
must be given to all eligible Directors and all eligible alternate Directors.
Recipients of notice
16.6 For the purposes of the preceding clause:
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;
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
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
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:
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;
each Director, other than one not entitled to vote on the resolution, may sign the document;
if a person who is not entitled to vote on the resolution signs the document, it does not invalidate the resolution if it is
(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;
an electronic transmission purporting to be signed by a Director or alternate Director is treated as being in writing
igned by such person; and
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.
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.
17. Director's Contracts with Company
Director's contracts and conflicts of interest
17.1 In relation to Director's contracts and conflicts of interest:
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;
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;
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;
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
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
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.
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.
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.
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.
Delegation to sub-committee
19.1 The Directors may:
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
clause 3.2; and
establish advisory committees (or other committees not having delegated power of committee members) consisting
of such person or persons as they think fit;
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.
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
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.
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.
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:
by delivering it to the person personally;
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
subject to the Law, by publication in a newspaper circulating generally in the State in which the registered office is
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:
where paragraph (b) of that clause applies -on the day following the day when dispatch occurred; and
where paragraph (c) of that clause applies -on the day the newspaper is first published.
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.
22.6 The signature to any document to be given by the Company may be written, printed or stamped.
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.
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.