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Bayside BEC Constitution

Constitution of 
Bayside Business Enterprise Centre

1.    In this Constitution:

“the Code” means Corporations Act (2001);

“the Company” means Bayside Business Enterprise Centre 

“Board” means the members for the time being comprising the Board of Directors; “the Seal” means the common seal of the Company;
Executive Officer” means any person appointed to manage the day-to-day affairs of the Company as directed by the Chairman or the Board from time to time.

“Secretary” means any person appointed to perform the duties of a secretary of the Company. The position may be remunerated or honorary;

“State” means the State of New South Wales;

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

Words or expressions contained in this Constitution shall be interpreted in accordance with the provisions of the Corporations Act 2001.

2.    The objects of the Company are:

(a)    Within Bayside Local Government Area:

(i)    To alleviate unemployment by extending practical assistance to small businesses and those persons who seek to establish such businesses;

(ii)    To encourage practical interest and involvement of industrial and commercial companies and firms in the wellbeing of the communities in which they have operational interests;

(iii)    To organise and participate in preparation and implementation of projects between firms, local authorities and/or other local interests to facilitate employment creation, social and environmental development;

(iv)    To collect and disseminate information relating to corporate social responsibility, community involvement and the practice of industry
 
and commerce

and solely for the purpose of carrying out the aforesaid objects and not otherwise

(b)    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;

(c)    to subscribe to, become a member of and co-operate with or amalgamate with any other association or organisation, 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 Rule 65;

(d)    To buy, sell and deal in all kinds of apparatus and all kinds of 
(e)    Provisions, liquid and solid required by the members of the company, or persons frequenting the Company's premises to purchase, take on lease or in exchange, hire and otherwise acquire any lands, building, 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;

(f)    to enter into any arrangements with any Government or authority, supreme, municipal, local or otherwise, that may seem conducive to the Company's objectives 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;

(g)    to appoint, employ, remove or suspend such staff contractors or consultants as may be necessary or convenient for the purposes of the Company;

(h)    to take action and undertake to directly or indirectly advance the interests of the Company and its members;
 

(i)    to invest and deal with the money of the Company not immediately required in such manner as the Board thinks fit;

(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 entered into by the Company;

(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, 
(o)    for anyone or more of the objects of the company but subject always to the provisions of paragraph (d) of this Rule 2;

(p)    To take such steps by personal or written appeals, public meetings or otherwise, as say 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;

(q)    to print and publish any newspapers, periodicals books or leaflets that the company may think desirable for the promotion of its objects;

(r)    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;

(s)    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's authorised to amalgamate.

(t)    To make donations.
 
Membership

3.    The number of members with which the Company proposes to be registered is unlimited.

4.    Such persons as the board shall admit to membership in accordance with these articles shall be members of the Company.

5.    a)    Members may be either, corporations on individuals

b)    Deleted

c)    Only corporations who are committed to the objects of this company set out in Rule 2 shall be admitted as members as provided in these articles.

d)    Only individuals who are committed to the objects of this company set out in Rule 2 shall be admitted as members as provided in these articles.

e)    Corporations who are admitted to membership shall appoint a representative who may exercise all the rights and privileges of that corporation as would an Individual member as set out in this Constitution.

f)    i) Honorary membership may be granted by the Board to a person being a prominent citizen in public office, a citizen with a high degree of responsibility or respect within the community or an Individual Member who has made a significant contribution to the activities of the company.

ii)    Except as provided herein honorary members shall be entitled to exercise all the rights and privileges of a member.

iii)    The Board shall have power to cancel the Honorary membership of any person at any time and without providing any reason.

6.    Every applicant for membership of the Company shall be proposed by one and seconded by another member of the Company.

 

The application for membership shall be made in writing, signed by the applicant (or if a company by its officers so authorised) and his proposer and seconder and shall be in such form as the Board from time to time prescribes.

7.    At the next meeting of the Board after the receipt of any application for membership, such application shall be considered by the Board, who shall thereupon determine upon the admission or rejection of the applicant. In no case shall the Board be required to give any reason for the rejection of an applicant.

8.    When an applicant has been accepted for membership, the Executive Officer shall forthwith send to the applicant written notice of their acceptance and a request for payment of the first annual subscription. Upon payment of his first annual subscription
 
the applicant shall become a member of the Company, provided nevertheless that if such 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.

9.    a)    The entrance fees and annual subscriptions payable by members of the Company shall be such as the Board shall from time to time prescribe,

b)        The Board may at its discretion, waive part or all of the entrance fee or part or all of any annual subscription should any member undertake to supply or provide at its expense on secondment an executive for service with the company for an agreed period or any goods or services of an agreed value.

10.    All annual subscriptions shall become due and payable in advance on the anniversary of the members admission to membership and shall at all times be non-refundable.

Cessation of Membership

11.    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 the member by the Executive Officer by resolution of the Board, removed from membership provided that the Board may reinstate the member at the Board's discretion on payment of all arrears.

12.    A member may at any time by giving notice in writing to the Executive Officer resign membership of the Company but shall continue to be liable for any annual subscription and all arrears due and unpaid at the date of resignation and for all other moneys due by the member to the Company. In addition, the member may become liable for any sum not exceeding one hundred dollars ($100.00) under Rule 67.

13.    If any member shall willfully refuse or neglect to comply with the provisions of this Constitution, or shall be guilty of any conduct which, in the opinion of the Board, is unbecoming of a member or prejudicial to the interest of the Company, the Board shall have power by resolution to censure suspend or expel the member from the Company provided that at least one week before the meeting on the Board at which such a resolution is to be considered the member shall be given notice of such meeting and of what is alleged against them and of the action being considered. Before the passing of any resolution the member shall have an opportunity to provide orally or in writing any explanation or defense the member may think fit. Having considered any explanation provided and, having regard to the principles of natural justice in considering the action, if any, to be taken, the decision of the Board shall be final.
 
General Meetings

14.    An annual general meeting of the company shall be held in accordance with the provisions of this Constitution. All general meetings, other than the annual general meetings, shall be called extraordinary general meetings.

15.        The Chairman or the majority of members of the Board for the time being may convene an extraordinary general meeting. A majority of members of the Company for the time being may also petition for the convening of an extraordinary general meeting.

16.    Subject to the provisions of this Constitution relating to special resolutions and agreements for shorter notice, fourteen days’ notice at least (exclusive of the day on which the notice is served or deemed to be served, and exclusive for the day for which notice is given) specifying the place the day and the hour of meeting and in case of special business the general nature of that business shall be given to such persons as are entitled to receive such notices from the Company.

17.1    For the purposes of Rule 16 all business shall be special that is

(i)    transacted at an extraordinary general meeting;
(ii)    a proposed resolution to wind-up the Company or to amend this Constitution.

17.2    Twenty-one (21) days’ notice served in accordance with Clause 16 shall be given in respect of an proposed special resolution or special business.

Proceedings at General Meetings

18.    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. Save as herein otherwise provided five (5) members present in person shall be a quorum. For the purpose of this article “member” includes a person attending as a proxy or representing a corporation which is a member.

 

19.    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 of the Company, shall be dissolved; in any other case it shall be held on such other day and at such other time and place as the Board may determine, and 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.

20.    The Chairman shall preside at every general meeting of the Company, or if there is no chairman, or if the Chairman is not present within fifteen (15) minutes after the time appointed for the holding of the meeting or is unwilling to act, the Deputy Chairman shall be the Chairman for that meeting or if the Deputy Chairman is not present or is unwilling to act then the members present shall elect one of their number to be Chairman of the meeting.
 
21.    The Chairman 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 (30) 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 adjournment or the business to be transacted at an adjourned meeting.

22.    At any general meeting a resolution put to the vote shall be decided on a show of hands unless a poll is demanded prior to, or upon the declaration of the result of the show of hands.

(a)    by the Chairman; or

(b)    by at least three (3) members present in person The demand for a poll may also be withdrawn prior to its conduct.
Unless a poll is so demanded, a declaration by the Chairman that a resolution has, on a show of hands, been carried or carried unanimously, or carried by a particular majority, or lost, an entry to that effect recorded in the minutes of the proceedings of the meeting 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.

23.    If a poll is demanded it shall be conducted immediately as either a show of hands with votes for and against counted and recorded, or as a secret ballot as determined by the majority of members eligible to vote, or, failing such a determination, as directed by the Chairman. The result of the poll shall be the resolution of the meeting at which the poll was demanded.

24.    In the case of an equality of votes, whether on a show of hands or on a poll, the chairman 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.

25.    A member may vote in person or by proxy or by attorney and on a show of hands every person present who is a member or a representative of a member shall have one vote and on a poll every member present in person or by proxy or by attorney   shall have one vote.

26.    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 Committee, by his trustee or by such other person as properly has the management of his estate, and any such Committee, trustee or other person may vote by proxy or attorney.
 
27.    No member shall be entitled to vote at any general meeting if   their annual subscription is more than one (1) month in arrears at the date of the meeting.

28.    The instrument appointing a proxy shall be in writing under the hand of the appointer or of their attorney duly authorized in writing or, if the appointed is a corporation, either under seal or under the hand of an officer or attorney duly authorized. The instrument appointing a proxy shall be deemed to confer authority to vote in accordance with the instructions of the appointer or to demand or join in demanding a poll. A member shall be entitled to instruct   their proxy in favour of or against any proposed resolutions. Unless otherwise instructed the proxy may vote as they thinks fit.

29.    The instrument appointing a proxy may be in the following form or in a common or usual form.

I, ........................................................... of ..................................................................
being a member of Botany Business Enterprise Centre Limited hereby appoint    as my proxy to vote for me on my
behalf at the (annual / extraordinary), general meeting of the Company, to be held on the ......................................................    day
of.......................................20.......................
and at any adjournment thereof.
My proxy is hereby authorized to vote *in favour of /* against
the following resolutions ( * strike out whichever is not to apply)

Signed this    .................................. day of.................................. 20 .......................

Note 1.
In the event of the member desiring to vote for or against a resolution the member shall instruct their proxy accordingly. Unless otherwise instructed, the proxy may vote as they think fit.

30.    The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at the registered office of the Company, or at such other place within the State as is specified for that purpose in the notice convening the meeting. An instrument appointing a proxy must be lodged not less than twenty-four (24) hours before the time for holding the meeting or adjourned meeting, at which the person named in the instrument proposes to vote. Failure to comply shall render the instrument of proxy invalid.

31.    A vote given in accordance with the terms of any 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 the registered office before the commencement of the meeting or adjourned meeting, at which the instrument is used.


The Board (Including Office-Bearers)

31.    It is the intention of Rules 32 to 40 inclusive that the office bearers and other members of the Board shall be persons who are either members of the Company or representatives of members which are corporations appointed pursuant to Rule 5(e). If the representative of a corporation which is a member becomes an office bearer or other member of the Board then they shall cease to be an office bearer or other member of the Board if and when:

i)    The corporation which they represent ceases to be a member; or

ii)    the   corporation which they represent revokes their appointment as its representative.

32.    The office-bearers of the Company shall consist of Chairman, Deputy Chairman and Treasurer all of whom shall be members of the Company.

33.    The Board shall consist of the three (3) office bearers and not more than nine (9) other members of the Company all of whom shall be elected as herein provided.

34.1    The Board may vary its membership always subject to Rule 33.

34.2    The Board members shall all retire at the annual general meeting but shall all be eligible for re-election unless they choose to stand down or Article 31 applies.

35.    At the annual general meeting of the Company in each year   the office-bearers and other members of the Board shall be elected from among the members or, in the case of corporations, from their representatives and such office-bearers and other members of the Board shall hold office until the next annual general meeting when they shall retire but be eligible for re-election.

36.    The election of office-bearers and other members of the Board shall take place in the following manner:

a)    Any two (2) members of the Company shall be at liberty to nominate any other member to serve as an office bearer or other member of the Board

b)    The nomination shall be in writing signed by the member and by their proposer and seconder. The completed nomination shall be lodged with the Executive Officer at least seven (7) days before the annual general meeting at which the election is to take place.
 
c)    A list of the candidates’ names in alphabetical order, with the proposers’ and seconders’ names, shall be posted in a conspicuous place in the registered office of the Company for seven (7) days immediately preceding the annual general meeting.

d)    Balloting papers shall be prepared where there is more than one nomination for an office bearer’s position or where nominations to become a member of the Board exceed positions available. Separate ballot papers containing only the names of the candidates in alphabetical order shall be prepared for contested positions as either an office bearer or Board member in instances where a ballot is required, each member present at the annual general meeting shall be entitled to vote in each ballot required for the number of candidates not exceeding the number of vacancies to be filled.

e)    In case there shall not be sufficient number of candidates nominated the Board may at its discretion fill   the remaining vacancy or vacancies having regard for the provisions of Rule 34.

37.    The Company may from time to time by special resolution passed at a general meeting increase or reduce the number of office-bearers or other members of the Board.

38.    The Board shall have power at any time, and from time to time, to appoint any member to the Board, either to fill a casual vacancy or as an addition to the existing office- bearers or other members of the Board but so that the total number of office-bearers or other members of the Board shall not at any time exceed the number fixed in accordance with this Constitution. Any office-bearer or other member of the Board so appointed shall hold office only until the next following annual general meeting but shall be eligible for election by the members or reappointment by the Board should such appointment not exceed the numbers fixed in accordance with this Constitution.

39.    The Company may by resolution of which special notice has been given remove any office-bearer or other member of the Board before the expiration of their, term and may by an ordinary resolution appoint another person in their place; the person so appointed shall hold office only until the next following annual general meeting but shall be eligible for re-election.

40.    The office of a member of the Board shall become vacant if the member (or the corporation which they represent as the case may be) –

a)    becomes bankrupt or makes any arrangement or composition with their creditors generally;

b)    becomes prohibited from being a director or officer of a company by reason of any order made under the legislation.

c)    ceases to be a member of the Board by operation of 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 office by notice in writing to the Company;

f)    for more than six (6) months is absent without permission of the Board from meetings of the Board held during that period;

g)    holds any office or profit under the Company;

h)    ceases to be a member of the Company; or

40.1 A director must declare to the Company any interest he has in any Contract or proposed Contract with the Company and shall not vote on any matters considered in respect of those Contracts.


Powers and Duties of the Board

41.    The business of the Company shall be managed by the Board who may pay all expenses incurred in promoting and registering the Company and may exercise all such powers of the Company as are not, by the Code or by this Constitution, required to be exercised by the Company in general meeting. Any rule regulation or by-law of the Company made by the Board may be disallowed by the Company in general meeting provided that any determination so made accords with the provisions of the Code or with this Constitution. No resolution or regulation made by the Company in general meeting shall invalidate any prior act of the Board which would have been valid if that resolution of regulation had not been passed or made.

42.    The Board may exercise all the powers of the Company to borrow money and to mortgage or charge its property, or any part thereof, and to issue debentures or other securities whether outright or any security for any debt, liability, or obligation of the Company.

43.    For the purposes of Rule 3 of this Constitution the rate of interest payable in respect of money lent by members to the Company shall not exceed the Rate charged by Westpac Banking Corporation for unsecured loans for the same term and amount.

44.    All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments, and all receipts for money paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, by any two (2) members of the Board or in such other manner as the Board from time to time determines.

45.    The Board shall cause minutes to be made –
 
a)    of all appointments of officers and servants;

b)    of names of members of the Board present at all meetings of the Company and of the Board; and

c)    of all proceedings at all meetings of the company and of the Board

Such minutes shall be signed by the Chairman of the meeting at which the proceedings were held or by the Chairman of the next succeeding meeting.


Proceedings of the Board

46.    The Board may meet together for the dispatch of business, adjourn and otherwise regulate its meetings as it thinks fit. A member of the Board may at any time and the Executive Officer shall on the requisition of the Chairman or two or more member of the Board summon a meeting of the Board.

47.    Subject to these articles, questions arising at any meeting of the Board shall be decided by a majority of votes and a determination by a majority of the members of the Board shall for all purposes be deemed a determination of the Board however members of the Board may ask that their vote opposing any such determination be recorded in the minutes. In case of an equality of votes the Chairman of the meeting shall have a second or casting vote.

48.    The quorum necessary for the transaction of the business of the Board shall be a majority of the total Board as provided in Rules 33 and 34 or such greater number as may be fixed by the Board.

49.    The continuing members of the Board may act notwithstanding any vacancy in the Board, but if and so long as their number is reduced below the number fixed by or pursuant to these articles as the necessary quorum of the Board, the continuing member or members may act for the purpose of increasing the number of members of the Board to that number or of summoning a general meeting of the company, but for no other purpose.

50.    The Chairman shall preside at every meeting of the Board, or if there is no Chairman, or if at any meeting the Chairman is not present within ten (10) minutes after the time appointed for holding the meeting, the Deputy Chairman shall be Chairman for the meeting. If the Deputy Chairman is not present at the meeting, then the members may choose one of their number to be Chairman of the Meeting.

51.    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 Code 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 regulation that may be imposed by the Board and, subject thereto, shall have power to co-opt any members of the
 
Company or other suitably qualified or experienced persons. All members of such committees shall have one vote. The Board may, at its discretion nominate the Chairman of such Committee or may leave the selection of Chairman to the members of the Committee

52.    The Board may appoint one or more advisory boards consisting of such members of the Board as the Board thinks fit. Such advisory boards shall act in an advisory capacity only. They shall conform to any regulations that may be imposed by the Board and subject thereto shall have power to co-opt any members of the Company or other suitably qualified or experienced persons. All members of such advisory boards shall have one vote. The Board may, at its discretion nominate the Chairman of such advisory board or may leave the selection of Chairman to the members of the advisory board.

53    A committee or advisory board 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 equality of votes the Chairman shall have a second or casting vote.

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

55    A resolution in writing signed by all the members of the Board in Australia for the time being entitled to receive notice of a meeting of the Board, shall be as valid and effectual as if it has been passed at a meeting of the Board duly convened and held. Any such resolution may consist of several documents in like form, each signed by one or more members of the Board.

Secretary

56    The Secretary shall be appointed or be elected by the Board for such term and upon such conditions as it thinks fit, and any person 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 immediately become an office- bearer of the Company, and if not already a member of the Board, ex officio a member of the Board and they shall be subject to the provisions of Clause 3 of the memorandum of association.

Seal

57    The Board shall provide for the safe custody of the seal which shall only be used by the authority of the Board or of a Committee of members of the Board authorized by the Board in that behalf, and every instrument to which the seal is affixed and document binding the company shall be signed by a member of the Board and shall be
 
countersigned by the Executive Officer or by a second member of the Board or by some other person appointed by the Board for the purpose.


Accounts

58    The Board shall cause proper accounting and other records to be kept and shall distribute copies of every annual profit and loss account and balance-sheet (including every document required by law to be attached thereto) accompanied by a copy of the Auditors report thereon as required by the Code provided however that the Board shall cause to be made out and laid before each annual general meeting a balance-sheet and profit and loss account made up to date not more than five months before the date of the meeting.

59    The Board shall from time to time determine in accordance with Rule 68 at what times and places under what conditions or regulations the accounting and other records of the Company shall be open to the inspection of members.


Audit

60    A properly qualified Auditor or Auditors shall be appointed and his or their duties regulated in accordance with Corporations Law.


Notice

61    Any notice required by law or under these articles to be given to any member may be given by sending it by post to them at his registered address, or (if he has no registered address within the State) to the address, if any, within the State supplied by him to the Company for the giving of notices to him. Notice may also be served electronically where the member has provided relevant contact details. Where a notice is sent by post, service of the notice shall be deemed to be affected by properly addressing, preparing, and posting a letter containing the notice of a meeting on the day after the date of its posting, and in any other case at the time of transmission.

62.1    Notice of every general meeting shall be given in any manner hereinbefore authorised to –
a)    every member except those members who (having no registered address within the State) have not supplied to the Company an email or postal address within the State for the giving of notices to them; and

b)    the auditor or auditors for the time being of the Company
 
62.2    No other person shall be entitled to receive notices of general meetings.


General

63    Every member of the Board, auditor, secretary Executive Officer and other officers whether permanently engaged or on secondment for the time being to the Company shall be indemnified out of the assets of the Company against any liability arising out of the execution of the duties of their office which is incurred in defending any proceedings, whether civil or criminal, in which judgment is given in their favour or in which they are acquitted or in connection with any application under the Code in which relief is granted to them by the court in respect of any negligence default breach of duty or breach of trust.

64    The income and property of the company, whence however derived, shall be applied solely towards the promotion of the objects of the Company as set forth in this memorandum of association; and no portion thereof shall be pai d 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 Articles of Association 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 member of the Board with the exception of any person who in addition to being a member of the Board is appointed to the position of Manager of the Company shall be appointed to any salaried office of the Company or any of the of the 
Company paid by fees and that no renumeration or other benefit in money or money’s worth shall be paid or given by the company to any member of the Board except as is herein provided, other than repayment of out-of-pocket expenses, the provision of appropriate amenity when undertaking authorized Company business and the payment of any interest at the rate aforesaid on money lent or reasonable and proper rent for premises demised or let to the Company.


65     The liability of the members is limited.

66  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 one hundred dollars ($100).


67    If upon the winding-up or dissolution of the Company there remains, after satisfaction of all debts and liabilities, any property whatsoever, the same shall not be paid to or distribution among the members of the Company, but shall be given or transferred to some other institution or institutions having objects similar to the object of the company and whose memorandum of association or constitution shall prohibit the distribution of its or their income and property among its or their members to an extend at least as great as is imposed on the Company under or by virtue of Rule 64 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.

68  If the organisation is wound up or its endorsement as a deductible gift recipient is 
revoked (whichever occurs first), any surplus of the following assets shall be transferred to another organisation with similar objects, which is charitable at law, to which income tax deductible gifts can be made:
   a. gifts of money or property for the principal purpose of the organisation
    b. contributions made in relation to an eligible fundraising event held for the principal
        purpose of the organisation
   c. money received by the organisation because of such gifts and contributions.


69    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 Constitution being in force shall be open to the inspection of the members. Once at least in every year, the inspecting, the accounts of the company shall be examined by one or more qualified Auditor or Auditors who shall report to the members in accordance with the provisions of the Companies (New South Wales) Code.
 

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