CORPORATIONS ACT 2001 A COMPANY LIMITED BY GUARANTEE CONSTITUTION of NATIONAL HERBALISTS ASSOCIATION OF AUSTRALIA (ACN 000 009 932) INTRODUCTION NAME The name of the company is National Herbalists Association of Australia (“NHAA”). DEFINITIONS AND INTERPRETATION In this constitution unless the contrary intention appears: Aboriginal and Torres Strait Islander” (ATSI) means an Aboriginal and Torres Strait Islander who as prescribed from time to time by the Board of Directors: has successfully completed studies in bush medicine and Western herbal medicine or naturopathy to the minimum ATSI standard of competency; or has met the requirements for Full ATSI membership. “Act” means the Corporations Act 2001 (Cwlth). “Annual General Meeting” means the annual general meeting of the NHAA conducted in accordance with Clause 16.2. “Associate Member” means a natural person interested in the application and use of western herbal medicine and naturopathic techniques in medicine, but who do not otherwise qualify for membership of NHAA. “Board of Directors” means the body consisting of the Directors under Clause 24 and constituted in accordance with Clauses 25 and 26. “Board of Directors Meeting” means a meeting of the Board of Directors, in person, by telephone or video conference or other electronic means. “By-Law” any by-law, regulation or policy made by the Board of Directors under Clause 36.2 (b)(v). “Company Secretary” means any person appointed to perform the duties of the company secretary of NHAA in accordance with Clause 38.4. “Constitution” this Constitution of NHAA, except where otherwise provided. “Corporate Member” means a firm or corporation engaged in western herbal medicine or naturopathic commerce or the western herbal medicine or naturopathic industry as the Board of
Directors may from time to time admit to membership. “Course of Approved Training” means a course of training in naturopathy or western herbal medicine which is approved by any college or authority for the time being recognised by the Board of Directors as being appropriate to approve such a course. “Director(s)” means an/the Elected Director(s) and Independent Director(s). “Elected Director” means a Director elected under Clause 26 and includes the President, and Honorary Treasurer. “Executive Officer” means the Executive Officer or such other person or persons appointed by the Board of Directors having such functions as are set out under this Constitution. “Fellow” means a Full Member elevated to fellowship under Clause 11.3 (ii). “Financial Year” means the year ending 30 June in each year. “Full practicing member” means a person who: has successfully completed herbal or naturopathic studies to the minimum standard of competency for Western herbal medicine practice as set by the Board of Directors from time to time; and is currently in paid employment in clinical practice; and in the opinion of the Board of Directors have met the requirements for full membership as determined by the Board of Directors from time to time. “Full non-practicing member” means a person who: has successfully completed herbal or naturopathic studies to the minimum standard of competency for Western herbal medicine practice as set by the Board of Directors from time to time but is not currently in paid employment in clinical practice; or is not in clinical practice; and in the opinion of the Board of Directors have met the requirements for full membership as determined by the Board of Directors from time to time. “General Meeting” means the Annual or any Special General Meeting, unless otherwise provided. “Independent Director” means a Director appointed under Clause 27. “Intellectual Property” means all rights subsisting in copyright, trade names, trademarks, logos, designs, equipment, images (including photographs, videos or films) or service marks (whether registered or registrable) relating to NHAA or any Course of Approved Training, product, publication, calendar of events or activity (including the International Conference and National Seminar Series and Chapter meetings) developed, conducted, promoted or administered by NHAA. “Life Member” means a person appointed to Life membership under Clause 11.3 (i). “Member” a person, firm or organisation: Normally resident in Australia; and President