SLaM Network Constitution

SLaM Inc. NSW is a newly incorporated organisation in 2009. Further details will soon be made available.  

Constitution of Spirituality Leadership and Management Network Limited 
A Company Limited By Guarantee

SLaM Constitution Table of Contents:
1. DATE SUBSCRIBED
2. SCHEDULES
3. NAME
4. OBJECTS
5. POWERS
6. APPLICATION OF INCOME & PROPERTY
7. ALTERATIONS TO CONSTITUTION
8. LIMITED LIABILITY
9. GUARANTEE BY MEMBERS
10. DISSOLUTION OF THE COMPANY
11. ACCOUNTS

Constitution Schedules:

Regulations:
DATE
SCHEDULES
DEFINITIONS
MEMBERSHIP
CESSATION OF MEMBERSHIP
GENERAL MEETINGS
PROCEEDINGS AT GENERAL MEETINGS
THE BOARD OF DIRECTORS
POWERS AND DUTIES OF THE BOARD
PROCEEDINGS OF THE B0ARD OF DIRECTORS
SECRETARY
COMMON SEAL
INSPECTION OF BOOKS
FINANCIAL REPORT
AUDIT NOTICE
WINDING UP
INDEMNITY
ASSOCIATE MEMBERS
SPECIAL CONDITIONS RE CLASSES OF MEMBERS
ADDITIONAL PROVISIONS TO REGULATIONS

Regulation Schedules:
SCHEDULE 1: (Due Date - Payment of Annual Subs)
SCHEDULE 2: (Quorum at General Meeting of Members)
SCHEDULE 3: (Maximum Size of Board - Number of Directors)
SCHEDULE 4: (Guarantee member Classes - Relevant Fees and Votes)
SCHEDULE 5: (Non-Guarantee Associate Classes - Relevant Fees and Votes)
SCHEDULE 6: (Classes - Special Conditions)
SCHEDULE 7: (Regulations - Additional Provisions)

1. DATE SUBSCRIBED: This Constitution is agreed to at a General Meeting of the Members of the Company on July 9th, 2000. It replaces the Constitution agreed to before registration of the company. The date it is signed is July 9th, 2000.

2. SCHEDULES: The Schedules hereto are and shall be deemed to be part of this Constitution.

3. NAME: The name of the company is: SPIRITUALITY LEADERSHIP AND MANAGEMENT NETWORK LIMITED (top)

4. OBJECTS: The Company is established to pursue the objects as are set out in Schedule 2 hereto.

5. POWERS: Solely for the purpose of carrying out the aforesaid objects and not otherwise the company shall have the following powers:

(a) To hold or arrange competitions and provide or contribute towards the provision of prizes, awards and distinctions in connection therewith. PROVIDED that no member of the company shall receive any prize, award or distinction of monetary value except as a successful competitor at any competition held or promoted by the company.

(b) To subscribe to, become a member of and co-operate with or amalgamate with any other association or organization, whether incorporated or not, whose objects are similar to those of the company. PROVIDED that the company shall not subscribe to or support with its funds or amalgamate with any association or organisation which does not prohibit the distribution of its income and property among its members to an extent at least as great as that imposed on the company under or by virtue of clause 6 of this Constitution.

(c) To buy, sell and deal in all kinds of apparatus and all kinds of provisions, liquid and solid, required by the members of the company or persons frequenting the company's premises.

(d) To purchase, take on lease or in exchange, hire and otherwise acquire any lands, buildings, easements or property, real and personal, and any rights or privileges which may be requisite for the purposes of, or capable of being conveniently used in connection with, any of the objects of the company.

PROVIDED that in case the Company shall take or hold any property which may be subject to any trusts the Company shall only deal with the same in such manner as is allowed by law having regard to such trusts.

(e) To enter into any arrangements with any Government or authority, supreme, municipal, local or otherwise, that may seem conducive to the Company's objects or any of them and to obtain from any such Government or authority any rights, privileges and concessions which the Company may think it desirable to obtain; and to carry out, exercise and comply with any such arrangements, rights, privileges and concessions.

(f) To appoint, employ, remove or suspend such managers, clerks, secretaries, servants, workmen and other persons as may be necessary or convenient for the purposes of the Company.

(g) To establish and support or aid in the establishment and support of associations, institutions, funds, trusts and conveniences calculated to benefit present or past employees of the Company or the dependants or connections of such persons; to grant pensions and allowances; to make payments towards insurance; and to subscribe or guarantee money for charitable or benevolent objects, or for any public, general or useful object.

(h) To construct, improve, maintain, develop, work, manage, carry out, alter or control any houses, buildings, grounds, works or conveniences which may seem calculated directly or indirectly to advance the Company's interests, and to contribute to, subsidize or otherwise assist and take part in the construction, improvement, maintenance, development, working, management, carrying out, alteration or control thereof. 

(i) To invest and deal with money of the Company not immediately required in such manner as may be permitted by law for the investment of trust funds if the Company relies on public support for funds, or otherwise as the Board thinks fit if the Company does not rely on public support for funds.

(j) To borrow or raise or secure the payment of money in such manner as the Company may think fit and to secure the same or the repayment or performance of any debt, liability, contract, guarantee or other engagement incurred or to be entered into by the Company in any way and in particular by the issue of debentures, perpetual or otherwise, charged upon all or any of the Company's property (both present and future), and to purchase, redeem or pay off such securities.

(k) To make, draw, accept, endorse, discount, execute and issue promissory notes, bills of exchange, bills of lading and other negotiable or transferable instruments.

(l) To sell, improve, manage, develop, exchange, lease, dispose of, turn to account, or otherwise deal with all or any part of the property and rights of the Company.

(m) To take or hold mortgages, liens and charges to secure payment of the purchase price, or any unpaid balance of the purchase price, of any part of the Company's property of whatsoever kind sold by the Company or any money due to the Company from purchasers and others.

(n) To take any gift of property, whether subject to any special trust or not, for any one or more of the objects of the Company but subject always to the proviso in paragraph (d) of this clause 5.

(o) To take such steps by personal or written appeals, public meetings or otherwise, as may from time to time be deemed expedient for the purpose of procuring contributions to the funds of the Company in the shape of donations, annual subscriptions or otherwise.

(p) To print and publish any newspapers, periodicals, books or leaflets that the Company may think desirable for the promotion of its objects.

(q) To purchase or otherwise acquire and undertake all or any part of the property, assets, liabilities and engagements of any one or more of the companies, institutions, societies or associations with which the Company is authorized to amalgamate.

(r) To transfer all or any part of the property, assets, liabilities and engagements of the Company to any one or more of the companies, institutions, societies or associations with which the Company is authorized to amalgamate.

(s) To make donations for patriotic or charitable purposes.

(t) To transact any lawful business in aid of the Commonwealth of Australia in the prosecution of any war in which it is engaged.

PROVIDED that the Company shall not support with its funds any activity or endeavour to impose on or procure to be observed by its members or others any regulations or restrictions which if an object of the Company would make it a trade union within the meaning of the Trades Unions Act 1958.

The powers set forth in section 161(1) of the Corporations Law shall not apply to the Company except insofar as they are included in this clause 5. 

6. APPLICATION OF INCOME & PROPERTY: 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 this Constitution, and no portion thereof shall be paid or transferred, directly or indirectly, by way of dividend, bonus, or otherwise, to the members of the Company.

PROVIDED that nothing herein contained shall prevent the payment in good faith of remuneration to any officers or servants of the Company or to any member of the Company in return for any services actually rendered to the Company or for goods supplied in the ordinary and usual way of business, nor prevent the payment of interest at a rate not exceeding the rate for the time being fixed for the purpose of this paragraph by the Regulations to this Constitution on money borrowed from any member of the Company or reasonable and proper rent for premises demised or let by any member to the Company, but so that no director 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 paid or 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.

7. ALTERATIONS TO CONSTITUTION: If a licence to omit the word "Limited" from its name is granted to the Company, then no addition, alteration or amendment shall be made to or in the Constitution for the time being in force, unless the same shall have been previously submitted to and approved by the Australian Securities Commission (hereinafter called the Commission).

The sixth, seventh and eleventh clauses of this Constitution contain conditions upon which a licence may be granted by the Commission to the Company. In pursuance of the provisions of the said clauses the Commission may from time to time, on giving notice to the Company of its intention so to do, and after affording the Company an opportunity of being heard in opposition thereto, within such time as may be specified in such notice, impose further conditions which shall be duly observed by the Company.

8. LIMITED LIABILITY: The liability of the members is limited.

9. GUARANTEE BY MEMBERS: Every member of the Company undertakes to contribute to the property of the Company in the event of the same being wound up while he is a member, or within one year after he ceases to be a member, for payment of the debts and liabilities of the Company (contracted before he ceases to be a member) and of the costs, charges, and expenses of winding up and for the adjustment of the rights of the contributories among themselves, such amount as may be required, not exceeding the amount set out in Schedule 1 hereto.

10. DISSOLUTION OF THE COMPANY: If upon the winding-up or dissolution of the Company there remains, after satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the members of the Company, but shall be given or transferred to some other company, fund, institution or authority approved under the provisions of item 4.1.1 of subsection 78(4) of the Income Tax Assessment Act, having objects similar to the objects of the Company, and whose Constitution prohibits the distribution of its or their income and property among its or their members to an extent at least as great as is imposed on the Company under or by virtue of clause 6 hereof. Such institution or institutions to be determined by the members of the Company at or before the time of the dissolution and in default thereof by application to the Supreme Court for determination.

11. ACCOUNTS: True accounts shall be kept of the sums of money received and expended by the Company and the matter in respect of which such receipt and expenditure takes place, and of the property, credits and liabilities of the Company and, subject to any reasonable restrictions as to the time and manner of inspecting the same that may be imposed in accordance with the Regulations to this Constitution for the time being in force, shall be open to the inspection of the members. Once at least in every year, the accounts of the Company shall be examined by one or more properly qualified Auditor or Auditors who shall report to the members in accordance with the provisions of the Corporations Law.

SIGNED by the President of the Company on July 9th, 2000: . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Schedules (referred to in this Constitution)

SCHEDULE 1 (Amount of Guarantee by each Member)

$ 1-00

SCHEDULE 2 (Objects of the Company) Principal Objects: The main purpose of the company is to undertake public education concerning the integration of spirituality, leadership and management, by, in particular, but not limited to:

(a) conducting conferences, seminars and workshops;

(b) networking to make information more widely available;

(c) developing educational courses; and

(d) promoting and conducting research

Regulations of Spirituality Leadership and Management Network Limited
A Company Limited By Guarantee

DATE
1. These Regulations are part of the Constitution adopted on July 9th 2000.

SCHEDULES
2. The Schedules hereto are part of this Constitution.

DEFINITIONS
3. In this Constitution:

"the corporations law" means the Corporations Law 1990;

"the board" or "the board of directors" or "the executive" means the directors of the company holding office pursuant to this constitution;

"the company" means Spirituality Leadership and Management Network Limited;

"general meeting" means a meeting of the company's members;

regulation" means a regulation made by the board;

"members" means persons giving a guarantee pursuant to clause 9 of the constitution and may be referred to as "full members" or guarantee members" or the like, particularly if the company has associate members who are not required to give a guarantee;

"the secretary" means any person appointed to perform the duties of a secretary of the company and includes an honorary secretary;

expressions referred to in writing shall, unless the contrary intention appears, be construed as including references to printing, lithography, photography and other modes of representing words in visible form;

words or expressions contained in these articles shall be interpreted in accordance with the provisions of the Interpretation Act 1897 and of the Corporations Law as in force at the date at which these articles became binding on the company.

MEMBERSHIP
4. The subscribers to the Constitution and such other persons as the Board shall admit to membership in accordance with these Regulations and who give a guarantee pursuant to clause 9 of the Constitution shall be members of the Company. The subscribers to the Constitution shall be admitted to the Incorporation Agents members class, which class shall not attract any entrance fee or annual subscription. Other initial classes of members are set out on Schedule 4 hereto. The subscribers to the Constitution shall each be entitled to cast one vote at a meeting of members. The number of votes which may be cast at a meeting of members by other members who give a guarantee pursuant to clause 9 of the Constitution is set out in Schedule 4 hereto.

5. Every Applicant for Membership must:

(a) sign and lodge with the Secretary an application for membership in such form (which may be electronic) as may from time to time be prescribed by regulation;

(b) undertake, as a condition of admission, to pay to the company such entrance fee (if any) and annual subscription as may from time to time be payable to the company in accordance with this constitution; and

(c) where the member is a body corporate, it shall nominate a natural person to represent that organisation for the purposes of this constitution and regulations.

6. At the next meeting of the executive after the receipt of any application for membership, that application shall be considered by the executive, which shall thereupon determine upon the admission or rejection of the applicant on behalf of the Board. In no case shall the executive be required to give any reason for the rejection of an applicant.

(a) When an applicant has been accepted for membership, the secretary shall forthwith send to the applicant written notice of his or her acceptance and a request for payment of his or her entrance fee (if any) and first annual subscription.

(b) Upon payment of the entrance fee (if any) and first annual subscription, the applicant shall become a member of the company.

(c) If the payment is not made within two calendar months after the date of the notice, the board may in its discretion cancel its acceptance of the application for membership of the company.

7.

a) The entrance fee (if any) and annual subscriptions payable by members shall be such as the Board shall from time to time prescribe PROVIDED THAT, until the Board otherwise resolves, the entrance fees and the annual subscriptions shall be the amounts set out in Schedule 4 hereto.

(b) Unless otherwise resolved by the Board, all annual subscriptions shall become due and payable in advance on the date set out in Schedule 1 hereto.

(c) The Board may, if hardship or other sufficient cause is shown, reduce or remit any entrance fee or annual subscription payable by a member. 

CESSATION OF MEMBERSHIP
8. If the subscription of a member remains unpaid for a period of two calendar months after it becomes due then the member may after notice of the default has been sent to him or her by the Secretary or honorary Treasurer be debarred by resolution of the Board from all privileges of membership provided that the board may reinstate the member on payment of all arrears if the board thinks fit to do so.

9. A member may at any time by giving notice in writing to the secretary resign his or her membership of the company but shall continue to be liable for any annual subscription and all arrears due and unpaid at the date of his or her resignation and for all other moneys due by him or her to the company and in addition for any sum not exceeding $1.00 for which he or she is liable as a member of the company under clause 9 of the Constitution.

10. Subject to clause 11, if any member wilfully refuses or neglects to comply with the provisions of the constitution of the company or is guilty of any conduct which in the opinion of the Board is unbecoming of a member or prejudicial to the interests of the company the Board shall have power by resolution to censure, fine, suspend or expel the member from the company.

11.

(a) At least one week before the meeting of the Board at which a resolution of the kind mentioned in clause 20 is to be considered the member concerned must be given written notice of the meeting and of what is alleged against him or her and of the intended resolution, and the member must at that meeting and before the passing of that resolution be given an opportunity to give orally or in writing any explanation which the member may think fit.

(b) Any such member may by notice in writing lodged with the Secretary at least 24 hours before the time for holding the meeting at which the resolution is to be considered by the Board, elect to have the question dealt with by the company in general meeting.

(c) If any such member elects to have the matter dealt with by the company in general meeting, a general meeting of the company shall be called for the purpose and, if at the general meeting such a resolution is passed by a majority of two-thirds of those present and voting (such vote to be taken by ballot) the member concerned shall be punished accordingly, and in the case, of a resolution for his or her expulsions the member shall be expelled.

GENERAL MEETINGS
12. An Annual General Meeting of the company shall be held in accordance with the provisions of the Corporations Law.

13. Any Director may whenever he or she thinks fit convene a general meeting. General meetings shall also be convened on such requisition or in default may be convened by such requisitionists as provided by sections 249D or 249F, of the Corporations Law.

14. Subject to the provisions of the Corporations Law relating to special resolutions and agreements for shortest notice, 14 days notice at least (exclusive of the day on which the notice is served or deemed to be served, and exclusive of the day for which notice is given) shall be given to such persons as are entitled to receive such notices from the company.

15. A notice of a general meeting shall:

(a) set out the place (which may be within or outside Australia), date and time, for the meeting (and, if the meeting is to be hold in two or more places, the technology that will be used to facilitate this);

(b) state the general nature of the business to be, transacted at the meeting

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

(d) contain a statement that a member has the right to appoint a proxy who must be a member of the company.

PROCEEDINGS AT GENERAL MEETINGS
16.

(a) No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business.

(b) No resolution shall be passed at any general meeting unless a quorum of members is present at the time when the resolution is put to the vote of the meeting

(c) Save as herein otherwise provided, the number of members with voting rights expressed as a number or percentage of the total, set out in Schedule 2 hereto, present in person shall be a quorum. For the purpose of this Regulation, "member" includes a person attending as a proxy or as representing a corporation which is a member.

17. If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved; in any other case it shall stand adjourned to the same day in the next week at the same time and place, or to such other day and at such other time and place as the Board may determine. If at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the members present (being not less than three) shall be a quorum.

18. The President shall preside as Chairperson at every general meeting of the company, or if there is no President, or if he or she is not present within 15 minutes after the time appointed for the holding of the meeting or is unwilling to act, the Vice-President shall be the Chairperson or if the Vice-President is not present or is unwilling to act then the members present shall elect one of their number to be Chairperson of the meeting.

19. The Chairperson may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid it shall not be necessary to give any notice of an adjournment or the business to be transacted at an adjourned meeting.

20. At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded.

(a) by the Chairperson; or

(b) by at least three members present in person or by proxy. Unless a poll is so demanded 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 an entry to that effect in the book containing the minutes of the proceedings of the company shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution. The demand for a poll may be withdrawn.

21. If a poll is duly demanded it shall be taken in such manner and either at once or after an interval or adjournment or otherwise as the Chairperson directs, and the result of the poll shall be the resolution of the meeting at which the poll was demanded but a poll demanded on the election of a Chairperson or on a question of adjournment shall be taken forthwith.

22. In the case of an equality of votes, 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 be entitled to a second or casting vote.

23. A member may vote in person or by proxy.

24. 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 or her committee or trustee or by such other person as properly has the management of his or her estate, and any such committee, trustee or other person may vote by proxy.

25. No member shall be entitled to vote at any general meeting if his or her annual subscription (if any) is more than two months in arrears at the date of the meeting.

26.

(a) An instrument appointing a proxy shall be in writing under the hand of the appointor or of his or her attorney duly authorised in writing.

(b) A proxy must be a member of the company.

(c) An instrument appointing a proxy may specify the manner in which the proxy is to vote in respect of a particular resolution and, where an instrument of proxy so provides, the proxy shall not be entitled to vote on the resolution except as specified in the instrument.

(d) An instrument appointing a proxy may specify that the proxy is to abstain from voting in respect of a particular resolution and, where an instrument of proxy so provides, the proxy shall not vote in respect of the resolution.

(e) Unless otherwise instructed, a proxy may vote or abstain from voting as he or she thinks fit.

(f) An instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.

27. An instrument appointing a proxy shall be in the form as set out in Appendix 1 or in a form that is as similar as the circumstances allow.

28. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially codified copy of that power or authority shall be deposited at the registered office of the company, or at such other place as is specified for that purpose in the notice convening the meeting, not less than 24 hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote or, in the case of a poll, not less than 24 hours before the time appointed for the taking of the poll. In default the instrument of proxy shall not be treated as valid.

29. A vote given in accordance with the terms of an instrument of proxy or attorney shall be valid notwithstanding the previous death or unsoundness of mind of the principal or revocation of the instrument or of the authority under which the instrument was executed, if no intimation in writing of such death, unsoundness of mind or revocation as aforesaid has been received by the company at its registered office before the commencement of the meeting or adjourned meeting at which the instrument is used.

30. Notwithstanding clauses 16 to 29 inclusive:

(a) the company my hold a meeting of its members and the Board may hold a meeting of the executive and/or all directors at two or more venues using any technology that gives the members as a whole a reasonable opportunity to participate;

(b) where an electronic poll is required, the poll shall be taken by electronic mail in such manner and within such time as the Board has determined from time to time; and

(c) subject to section 249A of the Corporations Law, the company may pass a resolution without a general meeting being held if all the members entitled to vote on the resolution sign a document containing a statement that they are in favour of the resolution set out in the document. 

THE BOARD OF DIRECTORS
31. The Board of Directors shall consist of six Office-Bearers who shall comprise the executive of the company, together with a number of other Directors, the total number not exceeding the maximum number of Directors specified in Schedule 3 hereto, all of whom shall be members of the company, and all of whom shall be elected as herein provided.

32. The Office-Bearers of the company shall consist of a President, a Vice-President, a Secretary, a Treasurer, a Network Director and a Voice of Consciousness Director.

33. The Board of Directors shall, as far as possible, consist of representatives from the following functional areas of the company and the following domains of life in Australia: the company management, conference organisation, networking, education, research, the internet, the workplace, the aboriginal community, and states and territories of Australia where the company is active.

34. At each Annual General Meeting of the company one half of the Office-Bearers and other Directors shall retire, but they shall be eligible for re-election. The tenure of an elected Director shall be two years.

35. The election of Office-Bearers and other Directors shall take place in the following manner:

(a) Any two members of the company shall be at liberty to nominate any other member to serve as an Office-Bearer or other Director.

(b) The nomination, which shall be in writing and signed by the member and his or her proposer and seconder, shall be lodged with the Secretary prior to the Annual General Meeting at which the election is to take place.

36. An Office-Bearer or other Director elected in accordance with this constitution shall take office at the conclusion of the Annual General Meeting at which he or she is elected and shall, subject to this constitution, hold office until the conclusion of the next succeeding Annual General Meeting.

37. The company may by resolution of which special notice pursuant to section 227 of the Corporations Law has been given remove any Office-Bearer or other Director before the expiration of his or her period of office, and may by a resolution appoint another person in his or her stead; the person so appointed shall hold office only until the next following Annual General Meeting.

38. The office of a Director shall become vacant if the Director:

(a) becomes an insolvent under administration or makes any arrangement or composition with his or her creditors generally;

(b) becomes prohibited from being a Director of a company by reason of any order made under the Corporations Law;

(c) ceases to be a Director by operation of section 228 of the Corporations Law;

(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) for more than six months is absent without permission of the board from meetings of the board held during that period;

(g) holds any office of profit under the company otherwise than as provided by clause 8;

(h) ceases to be a member of the company; or

(i) is suspended from membership of the company by virtue of clauses 10 or 11.

39. If a casual vacancy occurs on the Board, the Board shall appoint another member to fill the vacancy for the balance of the term of office which the former Office-Bearer or other Director would otherwise have served. 

POWERS AND DUTIES OF THE BOARD
40.

(a) Subject to the Corporations Law and to any other provision of this Constitution, the business and affairs of the company shall be managed by the Board, which may exercise all such powers of the company as are not, by the Corporations Law or by this Constitution, required to be exercised by the company in general meeting; subject, nevertheless, to such directions, not being inconsistent with the Corporations Law or this Constitution, as may be given by the company in general meeting, provided that no such direction shall invalidate any prior act of the Board which would have been valid if that direction had not been given.

(b) Without limiting the generality of subclause (a), the Board may exercise all the powers of the company:

(i) to borrow and raise money;

(ii) to charge any property or business of the company and to issue debentures or give any other security for a debt, inability or obligation of the company or of any other person;

(iii) to determine who shall be entitled on behalf of the company to sign, draw, accept, endorse or otherwise execute cheques, promissory notes, drafts, bills of exchange and other negotiable instruments, receipts, acceptances, endorsements, releases, contract, and documents;

(iv) to pay the costs, charges and expenses incidental to the promotion, management and regulation of the company, and

(v) to make, amend and repeal regulations, not being inconsistent with the Corporations Law or this constitution, in relation to the affairs of the company.

41. Any regulation for the time being in force shall be binding on the members of the company as if it were included in this constitution. 42. The Board shall cause minutes to be made:

(a) of all appointments of officers and servants;

(b) of the names of the Directors present at all meetings of the company and of the Board; and

(c) of all proceedings at all meetings of the company and of theBoard. Such minutes shall be signed by the Chairperson of the meeting at which the proceedings were held or by the Chairperson of the next succeeding meeting.

PROCEEDINGS OF THE B0ARD OF DIRECTORS

43. The Board may meet together for the dispatch of business, adjourn and otherwise regulate its meetings as it thinks fit. A Director may at any time and the Secretary shall on the requisition of a Director convene a meeting of the Board.

44. Subject to this constitution questions arising at any meeting of the Board shall be decided by a majority of votes and a determination by a majority of the Directors present shall for all purposes be deemed a determination of the Directors. In case of an equality of votes the Chairperson of the meeting shall have a second or casting vote

45. The quorum necessary for the transaction of the business of the Board shall be one half of the elected directors or such greater number as may be fixed by the directors and the quorum necessary for the transaction of the business of the executive shall be three or such greater number as may be fixed by the Directors.

46. The continuing Directors may act notwithstanding any vacancy in the board, but if and so long as their number is reduced below the number fixed by clause 54 as the necessary quorum of the Board, the continuing Director or Directors may act for the purpose of increasing the number of Directors to that number or of convening a general meeting of the company, but for no other purpose.

47. The President shall preside as Chairperson at every meeting of the Board, or if there is no President, or if at any meeting he or she is not present within ten minutes after the time appointed for holding the meeting or if being present he or she is unwilling to preside, the Vice-President shall be Chairperson or if the Vice-President is not present at the meeting then the members may choose one of their number to be Chairperson of the meeting.

48. A Director shall not vote in respect of any contract or proposed contract with the company in which he or she is interested, and if the Director does so vote his or her vote shall not be counted.

49. The Board may delegate any of its powers and/or functions (not being duties imposed on the board as the directors of the company by the Corporations Law or the general law) to one or more committees consisting of such member or members of the company as the board thinks fit. Any committee so formed shall conform to any regulations that may be given by the board and subject thereto shall have power to co-opt any member or members of the company and all members of such committee shall have one vote.

50. The Board may appoint one or more advisory committees consisting of such member or members of the Board as the Board thinks fit. Such advisory committees shall act in an advisory capacity only. They shall conform to any regulations that may be given by the Board and subject thereto shall have power to co-opt any member or members of the company and all members of such advisory committees shall have one vote.

51. Every committee or advisory committee may meet and adjourn as it thinks proper. Questions arising at any meeting shall be determined by a majority of votes of the members present, and in the case of an equality of votes the Chairperson shall have a second or casting vote.

52. All acts done by any meeting of the Board or of a committee or by any Director shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any such Board, committee or Director, or that the Directors or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Director or committee member.

53.

(a) All acts done by any meeting of the Board or of a committee or by any Director shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any such Board, committee or Director, or that the Directors or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Director or committee member.

(b) For the purpose, of subclause (a), two or more separate documents containing, statements in identical terms each of which is signed by one or more Directors shall together be deemed to constitute one document containing a statement in those terms signed by those Directors on the respective days on which they signed the separate documents.

(c) A reference in subclause (a) to all of the Directors does not include a reference to a Director who, at a meeting of the Board, would not be entitled to vote on the resolution.

54.

(a) Provided that all of the Directors consent, the Directors may participate in a meeting of the Board by means of any technology allowing all persons participating in the meeting to hear each other at the same time. Any Director participating in such a meeting shall for the purposes of this constitution be deemed to be personally present at the meeting.

(b) The consent of a Director to the use of technology may be a standing one.

(c) Any consent of a Director to the use of technology may be withdrawn only within a reasonable period prior to a meeting at which the technology is to be used.

SECRETARY
55. The Board may in accordance with section 240 of the Corporations Law appoint a Secretary for such term, and upon such conditions as it thinks fit, and any Secretary so, appointed may be removed by it. Nothing herein shall prevent the Board from appointing a member of the company as honorary Secretary, and any member so appointed shall forthwith become an Office-Bearer of the company and, if not already a Director, ex officio a Director, and any member so appointed shall be subject to the provisions of clause 8.

COMMON SEAL
56.

(a) If the company has a seal, the Board shall provide for its safe custody.

(b) The seal shall be used only by the authority of the Board or of a committee of the board authorised by the Board to authorise the use of the seal, and every instrument to which the seal is affixed shall be signed by a Director and be countersigned by another Director or by a Secretary.

INSPECTION OF BOOKS
57. The Directors shall determine whether and to what extent, and at what time and places and under what conditions, the books of the company or any of them will be open to the inspection of members other than Directors, and a member other than a Director shall not have the right to inspect any document of the company except as provided by law or authorised by the Directors or by the company in general meeting.

FINANCIAL REPORT
58. The Board shall distribute copies of every:

(a) annual financial report;

(b) report of the Directors for the year; and

(c) report of the auditor or auditors on the financial report as required by the Corporations Law.

59. The Board shall lay before each Annual General Meeting:

(a) the financial report;

(b) the report of the Directors; and

(c) the report of the auditor or auditors for the last financial year ended before the annual general meeting.

AUDIT
60. A properly qualified auditor or auditors shall be appointed and his or their duties regulated in accordance with section 327 of the Corporations Law.

NOTICE
61.

(a) A notice may be given by the company to any member either by serving it on the member personally or by sending it by post to the member at his or her registered address or the address if any supplied by the member to the company for the giving of notices to the member.

(b) Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, pre-paying and posting a letter containing the notice, and to have been effected, in the case of a notice of a meeting, on the second day after the date of its posting, and, in any other cast, at the time at which the letter would be delivered in the ordinary course of post.

(c) Notwithstanding the foregoing, if a member has supplied to the company a facsimile number for the service of notices on the member, then that notice may be served by the company on that member by facsimile.

(d) A notice sent by facsimile (provided a status report is received by the sender which shows the notice has been transmitted) shall be deemed served immediately upon completion of sending if such completion is within business hours in the place where the addressee's facsimile machine is located, but if not, then at 9,00 am next occurring during business hours at such place.

(e) For the purposes of this clause, "business hours" means from 9:00 am to 5:00 pm on a day on which the major trading banks are open for business at the place or in the postal district where the addressee's facsimile machine is located.

62.

(a) Notice of every general meeting shall be given in the manner authorised by clause 61 to:

(i) every member except those members for whom the company has no registered address or other address for the giving of notices to him or her; and

(ii) the auditor or auditors for the time being of the company

(b) No other person shall be entitled to receive notices of general meetings.

WINDING UP
63. The provisions of clause 10 of the Constitution relating to the winding up or dissolution of the company shall have effect and be observed as if the same were repeated in these Regulations. 

 INDEMNITY
64. Except to the extent that it is prohibited from doing so by sections 241 and 241A of the Corporations Law, the company.

(a) shall indemnify every officer, employee, auditor and agent of the company against any liability incurred by him or her in that capacity; and

(b) may pay or agree to pay a premium in respect of a contract insuring any such person against any such inability.

ASSOCIATE MEMBERS
65. The company in general meeting may set down rules governing the admission of various classes of Associate members. Such members:

(a) shall not be required to give the guarantee required of other members under clause 9 of the Constitution, and

(b) shall not be entitled to be appointed to the offices of Director, Secretary, President, Vice-President or Honorary Treasurer. Such classes of Associate membership may be created for minors and other persons (including corporations) generally interested in the objects of the company and for whom it is considered that the giving of a guarantee is inappropriate.

66. If classes of Associate membership are created, members of such shall not be entitled to attend a general meeting of members unless they have a right to cast a vote at such meetings. If classes of Associate members are created on incorporation of the company, the number of votes which each member of such is entitled to cast at a general meeting of members is set out in Schedule 5 hereto.

67. If classes of Associate members are created, the Board may set such entrance fees, annual subscriptions and other terms for such classes as they deem appropriate. from time to time. Any such classes of Associate members created on incorporation of the company are named in Schedule 5 hereto together with any applicable entrance fees and initial annual subscriptions.

68. Unless provided otherwise, either at the time such classes of Associate membership are created or subsequently, the general rules in these Regulations governing payment of annual subscriptions, cessation of membership and the giving of notices shall also apply to such classes of Associate members.

69 If classes of Associate members are created which are not required to give the guarantee required under clause 9 of the Constitution, the company shall indicate such in all published accounts and other relevant material.

SPECIAL CONDITIONS RE CLASSES OF MEMBERS
70. Special conditions, if any, governing any classes of Guarantee and/or Associate members created on incorporation of the company are set out in Schedule 6 hereto.

ADDITIONAL PROVISIONS TO REGULATIONS
71. Additional provisions, if any, to these Regulations are set out in Schedule 7 hereto.

Schedules (referred to in the Regulations)

SCHEDULE 1: (Due Date - Payment of Annual Subs) January 1 Each Year

SCHEDULE 2: (Quorum at General Meeting of Members) Six Members

SCHEDULE 3: (Maximum Size of Board - Number of Directors) Twelve Directors

SCHEDULE 4: (Guarantee member Classes - Relevant Fees and Votes) Class Name GUARANTEE

Entrance Fee/Annual Subscription/Votes per Member
Concession(unwaged/student)/ NIL/ $18/ 1
Individual /NIL /$36 /1
Family/ NIL/ $60/ 1
Business /NIL /$120 /1

SCHEDULE 5: (Non-Guarantee Associate Classes - Relevant Fees and Votes)
Class Name /Entrance Fee /Annual Subscription/ Votes per Member ASSOCIATE Honorary/ NIL /NIL/ NIL

SCHEDULE 6: (Classes - Special Conditions) Not Applicable

SCHEDULE 7: (Regulations - Additional Provisions) Not Applicable

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