CONSTITUTIONOFAUSTRALIA - JAPAN WILDLIFECONSERVATION AND EDUCATIONFOUNDATION
History of Document
Adopted by special resolution (if relevant) on:

Date

OR
Signed by original members (if relevant) on:
Amended (if relevant) on:

BrisbaneLevel 14 Central Plaza One
345 Queen Street
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Fax: (07) 3221 2921
Web: www.mcw.com.au
Our ref: CCD:HCB:77257© McInnes Wilson Lawyers 2009
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MAROOCHYDORE QLD 4558
Tel: (07) 5443 9299
Fax: (07) 5443 9060

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SOUTHPORT QLD 4215
Tel: (07) 5591 6222
Fax: (07) 5591 5700

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CONTENTS
1.

2.
3.
4.

5.

6.
7.
8.

9.

10.

11.

DEFINITIONS AND INTERPRETATION

1

1.1
1.2

1
2

Definitions
Interpretation

APPLICATION OF CORPORATIONS ACTENFORCEMENTOBJECTS OF THE COMPANY

2
2
3

4.1
4.2

3
3

Objects of the Company
Limitations

PUBLIC COMPANY

3

5.1
5.2
5.3

3
3
4

Public Company
Limitation of liability
Replaceable Rules

INCOME AND PROPERTY
LIABILITY OF MEMBERS
MEMBERSHIP

4
5
5

8.1
8.2
8.3
8.4

Applications
No transfers
Classes of Members
Class rights

5
5
5
6

CESSATION OF MEMBERSHIP

6

9.1
9.2
9.3
9.4

Resignation of a Member
Expulsion of a Member
Other cessation events
Effect of cessation

6
6
7
7

FEES AND OTHER PAYMENTS

8

10.1
10.2
10.3
10.4
10.5

Setting of fees
Notice of Fees
Payment of Fees
Interest payableCompany payments

8
8
8
9
9

PROCEEDINGS OF MEMBERS

9

11.1 Written resolutions of Members
11.2 Calling meetings of Members
11.3 Notice of meetings of Members
11.4 Business of meetings
11.5 Quorum
11.6 Chairperson of meetings of Members
11.7 Conduct of meetings of Members
11.8 Attendance at meeting of Members
11.9 Authority of Attending Members
11.10 Multiple appointments
11.11 Voting at meeting of Members
11.12 Voting by representatives
11.13 Restrictions on voting rights
11.14 Polls
11.15 Proxies
11.16 Receipt of appointments
11.17 Adjournments
11.18 Cancellations and postponements
11.19 Meetings of a class of Members

9
9
10
10
10
11
11
12
12
13
13
14
15
15
16
16
16
17
17

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12.

13.

14.

15.

16.

17.

DIRECTORS

17

12.1
12.2
12.3
12.4
12.5

17
18
18
18
19

Number of Directors
Appointment of Directors
Termination of Office
Alternate Directors
Interests of Directors

OFFICERS

20

13.1
13.2
13.3

Managing Director
Secretary
Indemnity and insurance

20
20
20

POWERS OF THE BOARD

21

14.1
14.2
14.3
14.4

General powers
Execution of documents
Committees and delegates
Attorney or agent

21
22
22
22

PROCEEDINGS OF DIRECTORS

22

15.1
15.2
15.3
15.4
15.5

22
23
24
24
25

Written resolutions of Directors
Board Meetings
Chairperson of the Board
Board resolutions
Valid proceedings

NOTICES

25

16.1
16.2
16.3
16.4
16.5

25
25
26
26
26

Notices to Members
Notice to Directors
Notice to the Company
Time of service
Notice requirements

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CONSTITUTION OF AUSTRALIA-JAPAN WILDLIFECONSERVATION AND EDUCATION FOUNDATIONOPERATIVE PROVISIONS
1.

DEFINITIONS AND INTERPRETATION

1.1

Definitions
The following definitions apply in this document:
Attending Member means, in relation to a meeting of Members, the Member present at
the place of the meeting, in person or by proxy, by attorney or, where the Member is abody corporate, by Corporate Representative.
Board means the Directors of the Company from time to time.
Business Day means a day except a Saturday, Sunday or public holiday in the state or
territory in which the Company is taken to be registered for the purposes of the
Corporations Act.
Corporate Representative means a person authorised in accordance with the
Corporations Act (or a corresponding previous law) by a Member which is a body
corporate to act as its representative at a meeting of Members.
Corporations Act means the Corporations Act 2001 (Cth).
Director means a person who is, for the time being, a director of the Company including,where appropriate, an alternate director of the Company.
Fee means a fee or levy referred to in clause 10.1(a) or 10.3(b).
Legal Costs of a person means legal costs calculated on a solicitor-and-client basis
incurred by that person in defending or resisting any proceedings (whether criminal, civil,
administrative or judicial), appearing before or responding to actions taken by any court,
tribunal, government authority or agency, other body or commission, a liquidator, anadministrator, a trustee in bankruptcy or other authorised official, where that proceeding,appearance or response relates to a Liability of that person.
Liability of a person means any liability including negligence (except a liability for legal
costs) incurred by that person in or arising out of the discharge of duties as an officer of
the Company or in or arising out of the conduct of the business of the Company, including
as a result of appointment or nomination by the Company or a subsidiary as a trustee or
as a director, officer or employee of another body corporate.
Member means a person whose name is entered in the Register as a member of theCompany.
Notice means a notice given pursuant to, or for the purposes of, this Constitution or the
Corporations Act.
Objects has the meaning set out in clause 4.1.
Ordinary Resolution means a resolution passed at a meeting of Members by a majorityof the votes cast by Members entitled to vote on the resolution.

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2Personal Representative means the legal personal representative, executor or
administrator of the estate of a deceased person.
Register means the register of Members kept pursuant to the Corporations Act and,
where appropriate, includes any branch register.
Relevant Officer means a person who is, or has been, a Director or Secretary.
Secretary means a person appointed as, or to perform the duties of, secretary of theCompany for the time being.
1.2

Interpretation
Headings are for convenience only and do not affect interpretation. Unless the context
indicates a contrary intention, in this Constitution:

2.

(a)

a word importing the singular includes the plural (and vice versa);(b)a word indicating a gender includes every other gender;(c)

if a word or phrase is given a defined meaning, any other part of speech or
grammatical form of that word or phrase has a corresponding meaning;(d)the word "includes" in any form is not a word of limitation;(e)a reference to something being "written" or "in writing" includes that thing being
represented or reproduced in any mode in a visible form;(f)a notice or document required by this Constitution to be signed may beauthenticated by any other manner permitted by the Corporations Act or any otherlaw; and(g)a reference to a statute includes its delegated legislation and a reference to astatute or delegated legislation or a provision of either includes consolidations,amendments, re enactments and replacements.

APPLICATION OF CORPORATIONS ACT(a)3.

Unless the context indicates a contrary intention, in this Constitution:(i)a reference to the Corporations Act is to the Corporations Act in force inrelation to the Company after taking into account any waiver, modification or
exemption which is in force either generally or in relation to the Company;
and

(ii)

a word or phrase given a meaning in the Corporations Act has the same
meaning in this Constitution where it relates to the same matters as thematters for which it is defined in the Corporations Act, unless that word orphrase is otherwise defined in this Constitution.

ENFORCEMENT(a)

Each Member submits to the non-exclusive jurisdiction of the courts ofQueensland, the Federal Court of Australia and the courts competent to determine
appeals from those courts with respect to any proceedings that may be brought at
any time relating to this Constitution.

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(b)

If at any time any provision of this Constitution is or becomes illegal, invalid or
unenforceable in any respect pursuant to the law of any jurisdiction, then that does
not affect or impair:(i)the legality, validity or enforceability in that jurisdiction of any other provisionof this Constitution; or(ii)

the legality, validity or enforceability pursuant to the law of any otherjurisdiction of that or any other provision of this Constitution.

4.

OBJECTS OF THE COMPANY

4.1

Objects of the Company
The Objects of the Company are to pursue charitable purposes only, including to:

4.2

(a)

act as trustee of the Australia – Japan Conservation and Education Foundation
Trust;(b)perform all acts and activities that are related or incidental to acting as trustee ofAustralia – Japan Conservation and Education Foundation Trust; and(c)all other activities related or incidental to the above.

Limitations
(a)

(b)

Subject to clause 5, the Company can only exercise the powers in section 124(1)of the Corporations Act to:(i)carry out the Objects of the Company;(ii)

do all things incidental or convenient in relation to the exercise of power
under clause 4.2(a)(i).

Subject to rule 6, the income and property of the Company must be applied solely
to promote the Objects of the Company.

5.

PUBLIC COMPANY

5.1

Public Company
The Company is a public company limited by guarantee.

5.2

Limitation of liability(a)The liability of the each Member is limited.

(b)

Each Member undertakes to contribute to the property of the Company, if theCompany is wound up while he, she or it is a member or within on year and theMembers ceases to be a Member, for payment of the Company’s debts ann
liabilities contracted be the Member ceased to be a Member and of the costs,
charges and expenses of winding up and for the adjustment of the rights of thecontributions among themselves, such amount as may be required, but notexceeding $20.00.

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5.3

Replaceable Rules
The replaceable rules referred to in section 141 of the Corporations Act do not apply to theCompany and are replaced by the rules set out in this document.

6.

INCOME AND PROPERTY(a)

Subject to clauses 6(b) and 6(c) the Company must apply the profits (if any) orother income and property of the Company solely towards the promotion of the
Objects of the Company set out in clause 4.1 and no portion of it may be paid ortransferred, directly or indirectly, to any Member whether by way of dividend, bonus
or otherwise.

(b)

Nothing in clause 6(a) prevents the Company making any payment in good faith of:

(c)

(i)

reasonable and proper remuneration to any Member for any services
actually rendered or goods supplied to the Company in the ordinary andusual course of business of the Company;(ii)

the payment or reimbursement of out-of-pocket expenses incurred by aMember on behalf of the Company where the amount payable does notexceed an amount previously approved by the Board;(iii)

reasonable and proper rent or fees to a Member for premises leased or
licensed by any Member to the Company;(iv)

money to any Member, being a solicitor, accountant or other person
engaged in any profession, for all usual professional or other charges forwork done by that person or that person's firm or employer, where theprovision of the service has the prior approval of the Board and the amountpayable is approved by the Board and is not more than an amount which
commercially would be reasonable payment for the service;(v)interest to a Member at a rate not exceeding a rate approved by the Board
on money borrowed by the Company from the Member; or(vi)

an amount pursuant to clause 17.

The Company must not pay fees to or on behalf of Directors or a Secretary but theCompany may make payments to a Director or Secretary in good faith for:(i)the payment or reimbursement of out-of-pocket expenses reasonably
incurred by a Director or Secretary in the performance of any duty as adirector or secretary of the Company where that payment or reimbursement
has been approved by the Board;(ii)

money to any Director or Secretary, being a solicitor, accountant or otherperson engaged in any profession, for all usual professional or othercharges for work done by that person or that person's firm or employer,
where the provision of the service has the prior approval of the Board andthe amount payable is approved by the Board and is not more than anamount which commercially would be reasonable payment for the service;(iii)

any salary or wage due to the Director or Secretary as an employee of theCompany where the terms of employment have been approved by the
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7.

(iv)

an insurance premium in respect of a contract insuring a Director or
Secretary for a liability incurred as an officer of the Company where theBoard has approved the payment of the premium; or(v)

any payment pursuant to clause 13.3(a), 13.3(c) or 13.3(e) or a payment
pursuant to any agreement or deed referred to in clause 13.3(e).

LIABILITY OF MEMBERS
Each Member undertakes to contribute an amount not exceeding $20 to the property of
the Company if the Company is wound up at a time when that person is a Member, or
within one year of the time that person ceased to be a Member, for:(a)payment of the Company's debts and liabilities contracted before that person
ceased to be a Member;(b)

payment of the costs, charges and expenses of winding up the Company; and(c)adjustment of the rights of the contributories among themselves.

8.

MEMBERSHIP

8.1

Applications

8.2

(a)

Any person is eligible to apply to become a Member.

(b)Each applicant to become a Member must sign and deliver to the Company anapplication in the form which the Board determines, and pay any initial fee which
the Board determines.

(c)

The Board determines in their absolute discretion whether an applicant may
become a Member, and the class of Member to which the applicant may be
admitted. The Board is not required to give any reason for the rejection of any
application to become a Member or to be admitted to a particular class ofMembers.

(d)

If an application to become a Member is accepted by the Board, the Company
must give written notice of the acceptance to the applicant and enter theapplicant’s name in the Register.

(e)

If an application to become a Member is rejected by the Board, the Company must
give written notice of the rejection to the applicant and refund in full the fee (if any)
paid by the applicant.

(f)Failure by the Company to comply with any notice requirement in this clause 8.1(d)or 8.1(e) does not invalidate the decision regarding an application.

No transfers
The rights of being a Member are not transferable whether by operation of law orotherwise.

8.3

Classes of Members(a)

The Company, upon registration, will have Class A and Class B Members only.

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(b)

Class A Members:
(i)

(ii)
(c)

8.4

are entitled:(A)

to receive notice of, and attend, meetings of Members and meetingsof Class A Members; and(B)to vote on written resolutions, and resolutions at meetings, ofMembers and Class A Members; andmust be no less than 1 and no more than 20 in number.

Class B Members are not entitled:(i)to receive notice of, and attend, meetings of Members or meetings of any
class of Members; or(ii)

to vote on written resolutions, and resolutions at meetings, of Members or
any class of Members.

Class rights
(a)

(b)

Subject to the Corporations Act and the rights of a particular class of Members, theCompany may vary or cancel rights of Members in that class:(i)by a special resolution passed at a meeting of the Members included in thatclass; or(ii)

with the written consent of Members who are entitled to at least 75% of thevotes that may be cast by Members included in that class.

Clause 11.19 applies to a meeting held pursuant to clause 8.4(a)(i).

9.

CESSATION OF MEMBERSHIP

9.1

Resignation of a Member

9.2

(a)

Subject to clause 9.1(b), a Member may at any time resign as a member of theCompany by giving the Company notice in writing. Unless the notice provides
otherwise, a resignation by a Member takes effect immediately on the giving of that
notice to the Company.

(b)

If there is only one Member and the Member gives proper notice of resignation or
on the same day all of the Members give proper notice of resignation, the notice ornotices will be ineffective and the Member or Members cannot resign until either
another person is appointed as a Member or the Company is wound up.

(c)

If a Member resigns, the Company must remove the Member's name from theRegister.

Expulsion of a Member(a)Subject to clause 9.2(b), if:(i)a Member is in breach of a provision of this Constitution;© McInnes Wilson Lawyers 2009
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(ii)

any act or omission of a Member is, in the opinion of the Board,
unbecoming of a Member, or prejudicial to the interests or reputation of theCompany;(iii)

a Member is, or any step is taken for that Member to become, either aninsolvent under administration or an externally administered body corporate;
or

(iv)

the succession by another body corporate or entity to the assets andliabilities of the Member,the Company may expel the Member by a resolution of the Board and remove theMember's name from the Register.
(b)

9.3

The Company must not expel a Member pursuant to clause 9.2(a) unless:(i)

at least 5 Business Days notice has been given to the Member stating thedate, time and place at which the question of expulsion of that Member is tobe considered by the Board, and the nature of alleged event giving rise to
the expulsion; and(ii)

the affected Member is given the opportunity of explaining to the Board,orally or in writing, why the Member should not be expelled.

Other cessation events
If a Member:(a)being an individual, dies or becomes bankrupt, becomes of unsound mind or aperson whose property is liable to be dealt with pursuant to a law about mental
health; or(b)being a body corporate, is deregistered pursuant to the laws of the jurisdiction inwhich the Member is incorporated,

the Member ceases to be a member of the Company and the Company may remove theMember's name from the Register.
9.4

Effect of cessation
(a)

(b)

A person who ceases to be a Member:(i)

remains liable to pay, and must immediately pay, to the Company all
amounts that at date of cessation were payable by the person to theCompany as a Member; and(ii)must pay to the Company interest at the rate the Board resolves on thoseamounts from the date of cessation until and including the date of paymentof those amounts.

The Company may by resolution of the Board waive any or all of its rights pursuant
to this clause 9.4.

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10.

FEES AND OTHER PAYMENTS

10.1

Setting of fees

10.2

10.3

(a)

Subject to the Corporations Act and the terms of membership of a class ofMembers, the Company may make Fees payable by Members, on any terms andat any times as the Board resolves, including payment by instalments.

(b)

The Company may when admitting Members make Fees payable for one or more
Members for different amounts and at different times as the Board resolves.

(c)

The Company may by resolution of the Board revoke or postpone a Fee or extend
the time for payment of a Fee, at any time prior to the date on which payment ofthat Fee is due.

Notice of Fees(a)

The Company must give notice of Fees to the Members who are required to pay
the Fees at least 10 Business Days before the due date for payment. The noticemust specify the amount of the Fee, the time or times and place of payment andany other information as the Board resolves.

(b)

The non-receipt of a notice of a Fee by, or the accidental omission to give notice ofa Fee to, any Member does not invalidate the Fee.

Payment of Fees(a)

Each Member must pay to the Company the amount of each Fee payable by theMember in the manner, at the time and at the place specified in the notice of the
Fee.

(b)

If the terms of membership of a class of Members require an amount to be paid as
fee or levy on a fixed date, each Member in that class of Members must pay thatamount to the Company at that time and that amount is treated for the purposes ofthis Constitution as if a Fee for that amount had been properly determined by the
Board of which appropriate notice has been given.

(c)

In a proceeding to recover a Fee, or an amount payable due to the failure to pay orlate payment of a Fee, proof that:(i)the name of the person is entered in the Register as a Member;(ii)

the person is in the class of Members liable to pay the Fee;(iii)

there is a record in the minute books of the Company of the resolution
determining the Fee or the terms of membership of a class of Members
requiring the payment of the Fee; and(iv)

notice of the Fee was given or taken to be given to the person inaccordance with this Constitution,is conclusive evidence of the obligation of that person to pay the Fee.

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10.4

Interest payable
(a)

10.5

If an amount payable to the Company as a Fee is not paid before or on the time forpayment, the person who owes the amount must pay to the Company:(i)interest on the unpaid part of the amount from the date payment is due tothe date of payment at the rate that the Board resolves; and(ii)

all costs and expenses that the Company incurs due to the failure to pay or
the late payment.

(b)Interest pursuant to clause 10.4(a) accrues daily and may be capitalised at any
interval that the Board resolves.

(c)

The Company may by resolution of the Board waive payment of some or all of theinterest, costs or expenses payable pursuant to clause 10.4(a).

Company payments(a)

A Member or the Personal Representative of a deceased Member must pay to theCompany on written demand an amount equal to all payments that the Company
makes to a government or taxation authority in respect of the Member or the deathof the Member, where the Company is either:(i)obliged by law to make the relevant payment; or(ii)advised by a lawyer qualified to practice in the jurisdiction of the relevant
government or taxation authority that the Company is obliged by law tomake the relevant payment.

(b)

The Company is not obliged to notify a Member in advance of its intention to makea payment pursuant to clause 10.5(a).

(c)

An amount payable by a Member to the Company pursuant to clause 10.5(a) istreated for the purposes of this Constitution as if it is a Fee properly made by the
Board of which notice has been given on the date on which the written demand isgiven by the Company to the Member or the Personal Representative of a
deceased Member.

(d)Nothing in this clause 10.5 affects any right or remedy which any law confers on
the Company.

11.

PROCEEDINGS OF MEMBERS

11.1

Written resolutions of Members
While the Company has only one Member, the Company may pass a resolution by that
Member signing a record in writing of that resolution.

11.2

Calling meetings of Members(a)

The Company may by resolution of the Board call a meeting of Members to be heldat the time and place (including 2 or more venues using technology which gives
Attending Members as a whole a reasonable opportunity to participate) and in themanner that the Board resolves.

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(b)
11.3

11.4

No Member may call or arrange to hold a meeting of Members except wherepermitted by the Corporations Act.

Notice of meetings of Members(a)Where the Company has called a meeting of Members, notice of the meeting andany proxy form for the meeting may be given in the form and in the manner inwhich the Board resolves, subject to any requirements of the Corporations Act.

(b)

A person may waive notice of any meeting of Members by written notice to theCompany.

(c)

A person who has not duly received notice of a meeting of Members may, before
or after the meeting, notify the Company of the person's agreement to anything
done or resolution passed at the meeting.

(d)

A person's attendance at a meeting of Members waives any objection which that
person may have had to a failure to give notice, or the giving of a defective notice,of the meeting, unless the person at the beginning of the meeting objects to theholding of the meeting.

(e)

Subject to the Corporations Act, anything done (including the passing of aresolution) at a meeting of Members is not invalid because either or both a person
does not receive notice of the meeting or a proxy form, or the Company
accidentally does not give notice of the meeting or a proxy form to a person.

Business of meetings
Except with the approval of the Board, with the permission of the chairperson of themeeting or pursuant to the Corporations Act, no person may move at any meeting ofMembers:

11.5

(a)

any resolution (except in the form set out in the notice of meeting given pursuant toclause 11.3(a)); or(b)

any amendment of any resolution or a document which relates to any resolution
and a copy of which has been made available to Members to inspect or obtain.

Quorum(a)

No business may be transacted at a meeting of Members except, subject toclause 11.6, the election of the chairperson of the meeting unless a quorum for ameeting of Members is present at the time when the meeting commences.

(b)

A quorum for a meeting of Members is 2 Attending Members entitled to vote on a
resolution at that meeting or if only one Member is entitled to vote at that meeting,then that person (or an Attending Shareholder representing that person). Eachindividual present may only be counted once towards a quorum. If a Member has
appointed more than one proxy or attorney or Corporate Representative, only oneof them may be counted towards a quorum.

(c)

If a quorum is not present within 30 minutes after the time appointed for thecommencement of a meeting of Members, the meeting is dissolved unless thechairperson of the meeting or the Board adjourn the meeting to a date, time andplace determined by that chairperson or the Board.

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(d)
11.6

If a quorum is not present within 30 minutes after the time appointed for thecommencement of an adjourned meeting of Members, the meeting is dissolved.

Chairperson of meetings of Members(a)Subject to clauses 11.6(b) and 11.6(c) the chairperson of the Board must chaireach meeting of Members.

(b)

If at a meeting of Members:(i)there is no chairperson of the Board; or(ii)

the chairperson of the Board is not present within 15 minutes after the time
appointed for the commencement of a meeting of Members or is not willingto chair all or part of the meeting,the Directors who are or will be present at the meeting may (by majority vote) electone of their number or, in the absence of all the Directors or if none of the Directors
present is willing to act, the Attending Members may elect one of their number, tochair that meeting.
(c)

11.7

A chairperson of a meeting of Members may, for any item of business at thatmeeting or for any part of that meeting, vacate the chair in favour of another person
nominated by him or her.

Conduct of meetings of Members(a)Subject to the Corporations Act, the chairperson of a meeting of Members is
responsible for the general conduct of that meeting and for the procedures to be
adopted at that meeting.

(b)

The chairperson of a meeting of Members may make rulings without putting thequestion (or any question) to the vote if that action is required to ensure the orderly
conduct of the meeting.

(c)

The chairperson of a meeting of Members may determine the procedures to be
adopted for proper and orderly discussion or debate at the meeting, and thecasting or recording of votes at the meeting.

(d)

The chairperson of a meeting of Members may determine any dispute concerning
the admission, validity or rejection of a vote at the meeting.

(e)

The chairperson of a meeting of Members may, subject to the Corporations Act, at
any time terminate discussion or debate on any matter being considered at themeeting and require that matter be put to a vote.

(f)

The chairperson of a meeting of Members may refuse to allow debate or
discussion on any matter which is not business referred to in the notice of thatmeeting or is not business of the meeting permitted pursuant to the Corporations
Act without being referred to in the notice of meeting.

(g)

The chairperson of a meeting of Members may refuse any person admission to, or
require a person to leave and remain out of, the meeting if that person:(i)in the opinion of the chairperson, is not complying with the reasonabledirections of the chairperson;© McInnes Wilson Lawyers 2009
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11.8

11.9

(ii)

has any audio or visual recording or broadcasting device;(iii)

has a placard or banner;(iv)

has a clause the chairperson considers to be dangerous, offensive or liable
to cause disruption;(v)

behaves or threatens to behave in a dangerous, offensive or disruptive
manner;(vi)

refuses to produce or to permit examination of any article, or the contents ofany article, in the person's possession; or(vii)

is not entitled pursuant to the Corporations Act or this Constitution to attend
the meeting.

(h)

If the chairperson of a meeting of Members considers that there are too many
persons present at the meeting to fit into the venue where the meeting is to beheld, the chairperson may nominate a separate meeting place using any
technology that gives Attending Members as a whole a reasonable opportunity toparticipate.

(i)

The chairperson of a meeting of Members may delegate any power conferred bythis clause 11.7 to any person.

(j)Nothing contained in this clause 11.7 limits the powers conferred by law on thechairperson of a meeting of Members.

Attendance at meeting of Members(a)Subject to this Constitution and any rights and restrictions of a class of Members, aMember who is entitled to attend and cast a vote at a meeting of Members, may
attend and vote in person or by proxy, by attorney or, if the Member is a body
corporate, by Corporate Representative.

(b)

The chairperson of a meeting of Members may require a person acting as a proxy,attorney or Corporate Representative at that meeting to establish to thechairperson's satisfaction that the person is the person who is duly appointed toact. If the person fails to satisfy this requirement, the chairperson may exclude theperson from attending or voting at the meeting.

(c)

A Director is entitled to receive notice of and to attend all meetings of Members
and all meetings of a class of Members and is entitled to speak at those meetings.

(d)A person requested by the Board to attend a meeting of Members or a meeting ofa class of Members is, regardless of whether that person is a Member or not,entitled to attend that meeting and, at the request of the chairperson of themeeting, is entitled to speak at that meeting.

Authority of Attending Members(a)Unless otherwise provided in the document or resolution appointing a person as
proxy, attorney or Corporate Representative of a Member, the person so appointed
has the same rights to speak, demand a poll, join in demanding a poll or act
generally at a meeting of Member to which the appointment relates, as theappointing Member would have had if that Member was present at the meeting.

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(b)

Unless otherwise provided in the document or resolution appointing a person as
proxy, attorney or Corporate Representative of a Member, the appointment istaken to confer authority to:(i)vote on any amendment moved to a proposed resolution and on any motionthat a proposed resolution not be put or any similar motion; and(ii)

vote on any procedural motion, including any motion to elect thechairperson of the meeting of Members to which the appointment relates, tovacate the chair or to adjourn the meeting,even though the appointment may refer to specific resolutions and may direct theproxy, attorney or Corporate Representative how to vote on particular resolutions.
(c)Unless otherwise provided in the document or resolution appointing a person as
proxy, attorney or Corporate Representative of a Member, the appointment istaken to confer authority to attend and vote at a meeting which is rescheduled,
postponed or adjourned to another time or changed to another place, even though
the appointment may refer to a specific meeting to be held at a specified time orplace.

11.10 Multiple appointments(a)

If more than one attorney or Corporate Representative appointed by a Member ispresent at a meeting of Members and the Company has not received notice of any
revocation of any of the appointments:(i)

an attorney or Corporate Representative appointed to act at that particular
meeting may act to the exclusion of an attorney or Corporate
Representative appointed pursuant to a standing appointment; and(ii)

subject to clause 11.10(a)(i), an attorney or Corporate Representative
appointed pursuant to the most recent appointment may act to the exclusionof an attorney or Corporate Representative appointed earlier in time.

(b)

An appointment of a proxy of a Member is revoked (or, in the case of a standing
appointment, suspended for that particular meeting of Members) if the Company
receives a further appointment of a proxy from that Member which would result in
there being more than one proxy of that Member entitled to act at the meeting.
The appointment of proxy made first in time is the first to be treated as revoked orsuspended by this clause 11.10(b).

(c)

The appointment of a proxy for a Member is not revoked by an attorney or
Corporate Representative for that Member attending and taking part in a meetingof Members to which the appointment relates, but if that attorney or Corporate
Representative votes on a resolution at that meeting, the proxy is not entitled tovote, and must not vote, as the Member's proxy on that resolution.

11.11 Voting at meeting of Members(a)

A resolution put to the vote at a meeting of Members must be decided on a show ofhands, unless a poll is demanded in accordance with clause 11.14 and thatdemand is not withdrawn.

(b)

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an Attending Member in respect of that person being present at that meeting (andvoting in this manner is referred to in this clause 11.11(b) as direct voting). The
Board may determine rules and procedures in relation to direct voting, including theclass of Members entitled to cast a direct vote, the manner in which a direct vote
may be cast, the circumstances in which a direct vote will be valid and the effect ofa Member casting both a direct vote and a vote in any other manner. Where a
notice of meeting specifies that direct voting may occur by eligible Members, a
direct vote cast by an eligible Member is taken to have been cast by that person at
the meeting if the rules and procedures for direct voting determined by the Board(whether set out in the notice of meeting or otherwise) are complied with.
(c)

Subject to this Constitution and any rights or restrictions of a class of Members, ona show of hands at a meeting of Members, each Attending Member having theright to vote on the resolution has one vote, provided that where a person isentitled to vote in more than one capacity, that person is entitled only to one vote.

(d)Subject to this Constitution and any rights or restrictions of a class of Members, ona poll at a meeting of Members, each Attending Member having the right to vote on
the resolution has one vote for each Member that the Attending Member
represents.

(e)

Subject to this Constitution and any rights or restrictions of a class of Members,
where the Board has determined other means (including electronic) permitted bylaw for the casting and recording of votes by Members on any resolution to be put
at a meeting of Members, each Member having a right to vote on the resolution
has one vote.

(f)

An objection to a right to vote at a meeting of Members or to a determination toallow or disregard a vote at the meeting may only be made at that meeting (or any
resumed meeting if that meeting is adjourned). Any objection pursuant to thisclause 11.11(f) must be decided by the chairperson of the meeting of Members,
whose decision, made in good faith, is final and conclusive.

(g)

Except where a resolution at a meeting of Members requires a special majority
pursuant to the law, the resolution is passed if more votes are cast by Members
entitled to vote in favour on the resolution than against it.

(h)

In the case of an equality of votes on a resolution at a meeting of Members, thechairperson of that meeting does not have a casting vote on that resolution.

(i)

Unless a poll is demanded and the demand is not withdrawn, a determination by
the chairperson of a meeting of Members following a vote on a show of hands thata resolution has been passed or not passed is conclusive, without proof of thenumber or proportion of the votes recorded in favour or against the resolution.

11.12 Voting by representatives(a)The parent or guardian of an infant Member may vote at a meeting of Members
upon production of any evidence of the relationship or of the appointment of theguardian as the Board may require and any vote so made by the parent or
guardian of an infant Member must be accepted to the exclusion of the vote of theinfant Member.

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(b)

The validity of any resolution passed at a meeting of Members is not affected by
the failure of any proxy or attorney to vote in accordance with directions (if any) of
the appointing Member.

(c)

If a proxy of a Member purports to vote in a way or circumstances that contravene
the Corporations Act, on a show of hands the vote of that proxy is invalid and theCompany must not count it. If a poll is demanded, votes which the Corporations
Act require a proxy of a Member to cast in a given way must be treated as cast inthat way.

(d)

Subject to this Constitution and the Corporations Act, a vote cast at a meeting ofMembers by a person appointed by a Member as a proxy, attorney or Corporate
Representative is valid despite the revocation of the appointment (or the authority
pursuant to which the appointment was executed), if no notice in writing of thatmatter has been received by the Company before the commencement of thatmeeting.

11.13 Restrictions on voting rights(a)

The authority of a proxy or attorney for a Member to speak or vote at a meeting ofMembers to which the authority relates is suspended while the Member is present
in person at that meeting.

(b)

An Attending Member is not entitled to vote on any resolution on which any Fee orother amount due and payable to the Company in respect of that Member's
membership of the Company has not been paid.

(c)

An Attending Member is not entitled to vote on a resolution at a meeting ofMembers where that vote is prohibited by the Corporations Act or an order of acourt of competent jurisdiction.

(d)

The Company must disregard any vote on a resolution at a meeting of Members
purported to be cast by an Attending Member where that person is not entitled tovote on that resolution. A failure by the Company to disregard a vote on a
resolution as required by this clause 11.13(d) does not invalidate that resolution or
any act, matter or thing done at the meeting, unless that failure occurred by wilful
default of the Company or of the chairperson of that meeting.

11.14 Polls(a)

A poll on a resolution at a meeting of Members may be demanded by a Member
only in accordance with the Corporations Act or by the chairperson of that meeting.

(b)

No poll may be demanded at a meeting of Members on the election of achairperson of that meeting, or unless the chairperson of the meeting otherwise
determines, the adjournment of that meeting.

(c)

A demand for a poll may be withdrawn.

(d)

A poll demanded on a resolution at a meeting of Members for the adjournment ofthat meeting must be taken immediately. A poll demanded on any other resolution
at a meeting of Members must be taken in the manner and at the time and place
the chairperson of the meeting directs.

(e)

The result of a poll demanded on a resolution of a meeting of Members is a
resolution of that meeting.

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(f)

A demand for a poll on a resolution of a meeting of Members does not prevent thecontinuance of that meeting or that meeting dealing with any other business.

11.15 Proxies(a)

A Member who is entitled to attend and vote at a meeting of Members may appointa person as proxy to attend and vote for the Member in accordance with the
Corporations Act but not otherwise.

(b)

A proxy appointed in accordance with the Corporations Act to attend and vote may
only exercise the rights of the Member on the basis and subject to the restrictions
provided in the Corporations Act.

(c)

A form of appointment of proxy is valid if it is in accordance with the Corporations
Act or in any other form (including electronic) which the Board may determine or
accept.

(d)

If the name of the proxy or the name of the office of the proxy in a proxyappointment of a Member is not filled in, the proxy of that Member is:(i)the person specified by the Company in the form of proxy in the case that
Member does not choose; or(ii)

if no person is so specified, the chairperson of that meeting.

11.16 Receipt of appointments(a)An appointment of proxy or attorney for a meeting of Members is effective only if
the Company receives the appointment (and any authority pursuant to which theappointment was signed or a certified copy of the authority) not less than 48 hours
before the time appointed for the meeting to commence or (in the case of an
adjourned meeting) resume.

(b)

Where a notice of meeting specifies an electronic address or other electronicmeans by which a Member may give the Company a proxy appointment, a proxygiven at that electronic address or by that other electronic means is taken to havebeen given by the Member and received by the Company if the requirements set
out in the notice of meeting are complied with.

11.17 Adjournments(a)

The chairperson of a meeting of Members may at any time during the meeting
adjourn the meeting or any business, motion, question or resolution being
considered or remaining to be considered at the meeting or any discussion or
debate, either to a later time at the same meeting or to an adjourned meeting to beheld at the time and place determined by the chairperson.

(b)

If the chairperson of a meeting of Members exercises the right to adjourn thatmeeting pursuant to clause 11.17(a), the chairperson may (but is not obliged to)obtain the approval of Attending Members to the adjournment.

(c)

No person other than the chairperson of a meeting of Members may adjourn thatmeeting.

(d)

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17of a meeting of Members or the failure to receive any notice of the meeting does
not invalidate the adjournment or anything done (including the passing of aresolution) at a resumed meeting.
(e)

Only business left unfinished is to be transacted at a meeting of Members which isresumed after an adjournment.

11.18 Cancellations and postponements(a)Subject to the Corporations Act, the Company may by resolution of the Board
cancel or postpone a meeting of Members or change the place for the meeting,prior to the date on which the meeting is to be held.

(b)

Clause 11.18(a) does not apply to a meeting called in accordance with the
Corporations Act by Members or by the Board on the request of Members, unless
those Members consent to the cancellation or postponement of the meeting.

(c)

The Company may give notice of a cancellation or postponement or change ofplace of a meeting of Members as the Board resolves. Failure to give notice of acancellation or postponement or change of place of a meeting of Members or the
failure to receive any notice of the meeting does not invalidate the cancellation,
postponement or change of place of a meeting or anything done (including thepassing of a resolution) at a postponed meeting or the meeting at the new place.

(d)

The only business that may be transacted at a meeting of Members the holding of
which is postponed is the business specified in the original notice calling themeeting.

11.19 Meetings of a class of Members
All the provisions of this Constitution relating to a meeting of Members apply so far as they
are capable of application and with any necessary changes to a meeting of a class ofMembers required to be held pursuant to this Constitution or the Corporations Act except
that:
(a)

a quorum is 2 Attending Members who are (or whose Member that they representare) members of that class of Members, or if only one person is a member of thatclass of Members, that person (or an Attending Member representing that person);
and

(b)

any Attending Member who is (or whose Member that they represent is) a memberof that class of Members may demand a poll.

12.

DIRECTORS

12.1

Number of Directors(a)

The number of Directors must not be less than 3 Directors nor more than 10
Directors.

(b)

Alternate Directors are not to be treated as Directors for the purpose of determining
the minimum or maximum number of Directors holding office.

(c)

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(ii)

12.2

determine the procedure for the rotation of Directors in and out of office.

(d)Subject to any determination by the Company determining the minimum andmaximum number of Directors, the Directors may from time to time determine therespective number of Executive and Non Executive Directors.

(e)

A Director need not be a Member.

Appointment of Directors
A person may, by resolution of the Directors, be appointed to be a director either to fill acasual vacancy or in addition to the existing directors but so that the total number of
directors does not at any time exceed the number decided in accordance with clause 12.1.

12.3

Termination of Office
A person ceases to be a Director if the person:

12.4

(a)

fails to attend Board meetings (either personally or by an alternate director) for acontinuous period of 3 months without the consent of the Board;(b)resigns by notice in writing to the Company;(c)is removed from office pursuant to the Corporations Act;(d)is an employee (whether full-time or part-time) of the Company or of any related
body corporate of the Company and ceases to be an employee of the Company orof a related body corporate of the Company;(e)becomes an insolvent under administration;(f)becomes of unsound mind or a person whose property is liable to be dealt withpursuant to a law about mental health; or(g)is not permitted to be a director, or to manage a corporation, pursuant to the
Corporations Act.

Alternate Directors(a)A Director may:(i)

without the need for approval of other Directors, appoint another Director;
and

(ii)

with the approval of a majority of the other Directors, appoint a person who
is not a Director,

as an alternate director of that Director for any period. An alternate director neednot be a Member.
(b)

The appointing Director may terminate the appointment of his or her alternate
director at any time.

(c)

A notice of appointment, or termination of appointment, of an alternate director by
the appointing Director is effective only if the notice is in writing and signed by that
Director and is effective when given to the Company.

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12.5

(d)

An alternate director is entitled to receive notice of Board meetings and, subject tothis Constitution and the Corporations Act, to attend, count in the quorum of, speak
at, and vote at a Board meeting at which his or her appointing Director is notpresent.

(e)

Subject to this Constitution, the Corporations Act, and the instrument of
appointment of an alternate director, an alternate director may exercise all thepowers (except the power pursuant to clause 12.4(a)) of a Director, to the extent
that that his or her appointing Director has not exercised them.

(f)

The office of an alternate director is terminated if the appointing Director ceases tobe a Director.

(g)Subject to clause 5, the Company is not required to pay any remuneration or
benefit to an alternate director.

(h)An alternate director is an officer of the Company and not an agent of his or her
appointing Director.

Interests of Directors(a)A Director is not disqualified by reason only of being a Director (or the fiduciary
obligations arising from that office) from:(i)

holding an office (except auditor) or place of profit or employment in the
Company or a related body corporate of the Company;(ii)

holding an office or place of profit or employment in any other company,
body corporate, trust or entity promoted by the Company or in which it has
an interest;(iii)

being a member, creditor or otherwise be interested in any body corporate(including the Company), partnership or entity, except auditor of theCompany;(iv)

entering into any agreement or arrangement with the Company; or(v)

acting in a professional capacity (or being a member of a firm which acts ina professional capacity) for the Company, except as auditor of theCompany.

(b)

Each Director must comply with Corporations Act in relation to the disclosure of the
Director's interests.

(c)

A Director who has a material personal interest in a matter that is being considered
at a Board meeting must not be present while the matter is being considered at themeeting nor vote on the matter, except where permitted by the Corporations Act.

(d)

If a Director has an interest in a matter, then subject to clause 12.5(c),clause 12.5(e) and this Constitution:(i)that Director may be counted in a quorum at the Board meeting thatconsiders matters that relate to the interest provided that Director is entitledto vote on at least one of the resolutions to be proposed at that Board
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(e)

(ii)

that Director may participate in and vote on matters that relate to theinterest;(iii)

the Company may proceed with any transaction that relates to the interestand the Director may participate in the execution of any relevant document
by or on behalf of the Company;(iv)

the Director may retain the benefits pursuant to any transaction that relates
to the interest even though the Director has the interest; and(v)

the Company cannot avoid any transaction that relates to the interest
merely because of the existence of the interest.

If an interest of a Director is required to be disclosed pursuant to clause 12.5(b),clause 12.5(d)(iv) applies only if the interest is disclosed before the transaction isentered into.

13.

OFFICERS

13.1

Managing Director

13.2

(a)

The Board may appoint one or more Directors as a managing director of theCompany, for any period and on any terms (including, subject to clause 5, as toremuneration) as the Board resolves. Subject to any agreement between the
Company and the managing director, the Board may vary or terminate theappointment of a managing director of the Company at any time, with or withoutcause.

(b)

The Board may delegate any of its powers to a managing director of the Company
for any period and on any terms (including the power to further delegate) as theBoard resolves. The Board may revoke or vary any power delegated to a
managing director of the Company.

(c)

A managing director of the Company must exercise the powers delegated to him or
her in accordance with any directions of the Board.

(d)A person ceases to be a managing director if the person ceases to be a Director.

Secretary
The Board may appoint one or more Secretaries, for any period and on any terms(including, subject to clause 5, as to remuneration) as the Board resolves. Subject to any
agreement between the Company and the Secretary, the Board may vary or terminate theappointment of a Secretary at any time, with or without cause.

13.3

Indemnity and insurance(a)To the extent permitted by law, the Company may indemnify each Relevant Officer
against a Liability of that person and the Legal Costs of that person.

(b)

The indemnity pursuant to clause 13.3(a):(i)

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(ii)

is a continuing obligation and is enforceable by the Relevant Officer eventhough the Relevant Officer may have ceased to be an officer of theCompany; and(iii)

applies to Liabilities and Legal Costs incurred both before and after thisclause became effective.

(c)

To the extent permitted by law, the Company may make a payment (whether by
way of advance, loan or otherwise) to a Relevant Officer in respect of Legal Costsof that person.

(d)

To the extent permitted by law, the Company may:(i)enter into, or agree to enter into; or(ii)pay, or agree to pay, a premium for,a contract insuring a Relevant Officer against a Liability of that person and theLegal Costs of that person.
(e)

To the extent permitted by law, the Company may enter into an agreement or deedwith a Relevant Officer or a person who is, or has been, an officer of the Company
or a subsidiary of the Company, pursuant to which the Company must do all or anyof the following:(i)keep books of the Company and allow either or both that person and that
person's advisers access to those books on the terms agreed;(ii)

indemnify that person against any Liability and Legal Costs of that person;(iii)

make a payment (whether by way of advance, loan or otherwise) to that
person in respect of Legal Costs of that person; and(iv)

keep that person insured in respect of any act or omission by that person
while a Relevant Officer or an officer of the Company or a subsidiary of theCompany, on the terms agreed (including as to payment of all or part of thepremium for the contract of insurance).

14.

POWERS OF THE BOARD

14.1

General powers(a)

The Board has the power to manage the business of the Company and may
exercise to the exclusion of the Company in general meeting all powers of theCompany which are not, by the law or this Constitution, required to be exercised by
the Company in general meeting.

(b)

A power of the Board can only be exercised by a resolution passed at a meeting of
the Board in accordance with clause 15.2, a resolution passed by signing a
document in accordance with clause 15.1, or in accordance with a delegation of
the power pursuant to clause 13.1, 14.3 or 14.4. A reference in this Constitution to
the Company exercising a power by a resolution of the Board includes an exerciseof that power in accordance with a delegation of the power pursuant to clause 13.1,
14.3 or 14.4.

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14.2

14.3

14.4

Execution of documents(a)

If the Company has a common seal, the Company may execute a document if thatseal is fixed to the document and the fixing of that seal is witnessed by one
Director and either another Director, a Secretary, or another person appointed by
the Board for that purpose.

(b)

The Company may execute a document without a common seal if the document issigned by one Director and either another Director, a Secretary, or another person
appointed by the Board for that purpose.

(c)

The Board may determine the manner in which and the persons by whomcheques, promissory notes, bankers' drafts, bills of exchange and other negotiable
or transferable instruments in the name of or on behalf of the Company, andreceipts for money paid to the Company, must be signed, drawn, accepted,endorsed or otherwise executed.

Committees and delegates(a)

The Board may delegate any of its powers to a committee of the Board, a Director,
an employee of the Company or any other person. A delegation of those powers
may be made for any period and on any terms (including the power to further
delegate) as the Board resolves. The Board may revoke or vary any power sodelegated.

(b)

A committee or delegate must exercise the powers delegated in accordance withany directions of the Board.

(c)Subject to the terms of appointment or reference of a committee, clause 15.2
applies with the necessary changes to meetings and resolutions of a committee of
the Board.

Attorney or agent(a)

The Board may appoint any person to be attorney or agent of the Company for any
purpose, for any period and on any terms (including as to remuneration) as theBoard resolves. Subject to the terms of appointment of an attorney or agent of theCompany, the Board may revoke or vary that appointment at any time, with orwithout cause.

(b)

The Board may delegate any of their powers (including the power to delegate) toan attorney or agent. The Board may revoke or vary any power delegated to an
attorney or agent.

15.

PROCEEDINGS OF DIRECTORS

15.1

Written resolutions of Directors(a)

The Board may pass a resolution without a Board meeting being held if notice inwriting of the resolution is given to all Directors and a majority of the Directors
entitled to vote on the resolution (not being less than the number required for aquorum at a meeting of Directors) sign a document containing a statement thatthey are in favour of the resolution set out in the document.

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the last of the Directors constituting the majority of the Directors. A facsimiletransmission or other document produced by electronic means under the name ofa Director with the Director's authority is taken to be a document signed by the
Director for the purposes of clause 15.1(a) and is taken to be signed when
received by the Company in legible form.
(c)

15.2

For the purposes of clause 15.1(a), the reference to Directors includes any
alternate director who is appointed by a Director who is at the relevant time onleave of absence approved by the Board but does not include any other alternate
directors.

Board Meetings(a)

Subject to this Constitution, the Board may meet, adjourn and otherwise regulate
its meetings as it thinks fit.

(b)

A Director may call a Board meeting at any time. On request of any Director, aSecretary of the Company must call a meeting of the Directors.

(c)Notice of a Board meeting must be given to each Director (except a Director on
leave of absence approved by the Board) and an alternate director appointed by a
Director on leave of absence approved by the Board. Notice of a Board meeting
may be given in person, or by post or by telephone, fax or other electronic means.

(d)

A Director or alternate director may waive notice of a Board meeting by giving
notice to that effect to the Company in person or by post or by telephone, fax orother electronic means.

(e)A person who attends a Board meeting waives any objection that person and:(i)if the person is a Director, any alternate director appointed by that person;
or

(ii)

if the person is an alternate director, the Director who appointed that person
as alternate director,(f)may have to a failure to give notice of the meeting.

(g)

Anything done (including the passing of a resolution) at a Board meeting is notinvalid because either or both a person does not receive notice of the meeting or
the Company accidentally does not give notice of the meeting to a person.

(h)

For the purposes of the Corporations Act, each Director, by consenting to be a
Director or by reason of the adoption of this Constitution, consents to the use ofeach of the following technologies for the holding of a Board meeting:(i)telephone;(ii)

video;(iii)

any other technology which permits each Director to communicate withevery other participating Director; or(iv)

any combination of these technologies.

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A Director may withdraw the consent given pursuant to this clause 15.2(g) inaccordance with the Corporations Act.
(i)

15.3

If a Board meeting is held in 2 or more places linked together by any technology:(i)a Director present at one of the places is taken to be present at the meeting
unless and until the Director states to the chairperson of the meeting thatthe Director is discontinuing his or her participation in the meeting; and(ii)

the chairperson of that meeting may determine at which of those places themeeting will be taken to have been held.

(iii)

Until otherwise determined by the Board, a quorum for a Board meeting is 2
Directors entitled to vote on a resolution that may be proposed at thatmeeting. A quorum for a Board meeting must be present at all times during
the meeting. Each individual present is counted towards a quorum inrespect of each appointment as an alternate director of another Director in
addition (if applicable) to being counted as a Director.

Chairperson of the Board(a)

The Board may elect a Director as chairperson of the Board for any period that it
resolves, or if no period is specified, until that person ceases to be a Director. The
Board may remove the chairperson of the Board at any time.

(b)

Subject to clause 15.3(c), the chairperson of the Board must chair each Board
meeting.

(c)

If at a Board meeting:(i)a chairperson has not been elected pursuant to clause 15.3(a); or(ii)

the chairperson of the Board is not present within 15 minutes after the time
appointed for the holding of a Board meeting or is not willing to chair all orpart of that meeting,the Directors present must elect one of their number to, chair that meeting or partof the meeting.
(d)

15.4

A person does not cease to be a chairperson of the Board if that person retires asa Director at a meeting of Members and is re elected as a Director at that meeting(or any adjournment of that meeting).

Board resolutions(a)

A resolution of the Board is passed if more votes are cast by Directors entitled tovote in favour of the resolution than against it.

(b)

Subject to clauses 12.4 and 12.5 and this clause 15.4, each Director present inperson or by his or her alternate director has one vote on a matter arising at a
Board meeting.

(c)Subject to the Corporations Act, in case of an equality of votes on a resolution at a
Board meeting, the chairperson of that meeting has a casting vote on that
resolution in addition to any vote the chairperson has in his or her capacity as a
Director in respect of that resolution, provided that the chairperson is entitled to© McInnes Wilson Lawyers 2009
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vote on the resolution and more than two Directors are present and entitled to voteon the resolution.
15.5

Valid proceedings(a)An act at any Board meeting or a committee of the Board or an act of any person
acting as a Director is not invalidated by:(i)a defect in the appointment or continuance in office of a person as a
Director, a member of the committee or of the person so acting; or(ii)

a person so appointed being disqualified or not being entitled to vote,if that circumstance was not known by the Board, committee or person (as thecase may be) when the act was done.
(b)

If the number of Directors is below the minimum required by this Constitution, theBoard must not act except in emergencies, to appoint Directors up to that minimum
number or to call and arrange to hold a meeting of Members.

16.

NOTICES

16.1

Notices to Members
(a)

16.2

The Company may give Notice to a Member by any of the following means in the
Board's discretion:(i)delivering it to that Member or person;(ii)

delivering it or sending it by post to the address of the Member in theRegister or the alternative address (if any) nominated by that Member forthat purpose;(iii)

by that Member or person for that purpose;(iv)

if permitted by the Corporations Act, notifying that Member of the notice's
availability by an electronic means nominated by the Member for that
purpose; or(v)

any other means permitted by the Corporations Act.

(b)

The Company must send all documents to a Member whose address for Notices is
not within Australia by air-mail, air courier, fax or electronic transmission.

(c)

Any Notice required or allowed to be given by the Company to one or more
Members by advertisement is, unless otherwise stipulated, sufficiently advertised if
advertised once in a daily newspaper circulating in the states and territories ofAustralia.

Notice to Directors
The Company may give Notice to a Director or alternate director by:(a)delivering it to that person;(b)sending it by post to the usual residential address of that person or the alternative
address (if any) nominated by that person for that purpose;© McInnes Wilson Lawyers 2009
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16.3

(c)

sending it to the fax number or electronic address (if any) nominated by that person
for that purpose; or(d)any other means agreed between the Company and that person.

Notice to the Company
A person may give Notice to the Company by:

16.4

16.5

(a)

delivering it or sending it by post to the registered office of the Company;(b)delivering it or sending it by post to a place nominated by the Company for that
purpose;(c)sending it to the fax number at the registered office of the Company nominated by
the Company for that purpose;(d)sending it to the electronic address (if any) nominated by the Company for that
purpose; or(e)any other means permitted by the Corporations Act.

Time of service(a)

A Notice sent by post or air-mail is taken to be given on the day after the date it isposted.

(b)

A Notice sent by fax or other electronic transmission is taken to be given when thetransmission is sent provided that in the case of notice to the Company or a
Director or an alternate director, the sender meets any action required by therecipient to verify the receipt of the document by the recipient.

(c)

A Notice given in accordance with clause 16.1(a)(iv) is taken to be given on the
day after the date on which the Member is notified that the Notice is available.

(d)

A certificate by a Director or Secretary to the effect that a Notice by the Company
has been given in accordance with this Constitution is conclusive evidence of thatfact.

Notice requirements
The Board may specify, generally or in a particular case, requirements in relation to
Notices given by any electronic means, including requirements as to:

17.

(a)

the classes of, and circumstances in which, Notices may be sent;(b)verification (whether by encryption code or otherwise); and(c)the circumstances in which, and the time when, the Notice is taken to be given.

WINDING UP
On a winding up of the Company, any surplus assets of the Company remaining after thepayment of its debts must not be paid to or distributed among the Members, but must be
given or transferred to:© McInnes Wilson Lawyers 2009
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(a)

one or more bodies corporate, associations or institutions (whether or not a
Member or Members) selected by the Members by resolution at or before thedissolution of the Company:(i)having object similar to the objects of the Company; and(ii)

whose constitution prohibits the distribution of its or their income or property
to no lesser extent than that imposed on the Company pursuant to clause 5;or(b)if there are no bodies corporate, associations or institutions which meet therequirements of clause 17(a), to one or more bodies corporate, associations or
institutions (whether or not a Member or Members) selected by the Members by
resolution at or before dissolution of the Company, the objects of which are thepromotion of charity and gifts which are allowable deductions pursuant to the
Income Tax Assessment Act 1997 (Cth); or(c)

if the Members do not make a selection pursuant to clause 17(a) or 17(b) for any
reason, to one or more bodies corporate, associations or institutions meeting therequirements of either clause 17(a) or 17(b) selected by the Board, subject toBoard obtaining court approval pursuant to the Corporations Act to exercise thispower.

© McInnes Wilson Lawyers 2009
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