Constitution of the Australian & New Zealand Society of Reproductive Endocrinolocy & Infertility Limited

1. Preliminary

1.1 Company Limited by Guarantee

The Company is limited by guarantee and the liability of the members is limited as provided in this document.

1.2 Objects of the Company

The Company is a non-profit organisation with the following objects:

(a)

to promote the study of the science of human reproduction in all its disciplines with particular emphasis on the clinical application of such knowledge;
(b)

to encourage research in the areas of Reproductive Endocrinology & Infertility by grants, prizes and awards from the funds of the Company;
(c)

the provision of clinical guidance and direction to improve the standard of reproductive medical practice in Australia including medical review and quality assurance activities.
(d)

to promote collegiality amongst RANZCOG Certified Specialists in Reproductive Endocrinology and Infertility
(e)

to promote the professional profile of CREI as leaders in reproductive endocrinology and infertility

1.3 Application of income and property

Subject to rule 13.2 the Company must apply its income and property solely towards promoting the objects of the Company as stated in rule 1.2. No part of the Company’s income or property may be paid or transferred directly or indirectly by way of dividend, bonus or otherwise to the members.

1.4 Replaceable rules

All of the replaceable rules set out in the Law which the Company is entitled to displace, are displaced by the rules set out in this constitution.

1.5 Definitions

The following definitions apply in this document:

(a)

“Annual General Meeting” means the annual general meeting of the members of the Company held in accordance with the Law.
(b)

“Associated Members” are persons who accepted as associated member under any policy or procedure of the Company.
(c)

“Board” means the board of directors of the Company.
(d)

“Casual Vacancy” means a vacancy that arises in the office of a Director or office bearer before the end of their appointed term due to resignation, removal, death, or any other reason, and which may be filled by the Company in accordance with rule 8.6 of this Constitution. A person appointed to fill a Casual Vacancy holds office only until the next Annual General Meeting at which elections are held.
(e)

“Company” means Australian & New Zealand Society of Reproductive Endocrinology & Infertility Limited.
(f)

“Director” means a person elected to the Board pursuant to rules 8.4 and 8.5 and under the Law is considered a Director of the Company.
(g)

“Emeritus Member” means a member classified as an Emeritus Member under rule 2.3(i).
(h)

“Executive Committee” means the committee constituted pursuant to rule 8.2 and 11.
(i)

“Executive Committee Member” means a member of the Executive Committee.
(j)

“Law” means the Corporations Act 2001 (Cth).
(k)

“member” means a person who is a member of the Company and includes Emeritus Members but does not include any person who is solely an Associated Members.
(l)

“President” means, during the term of that appointment, the member elected to the position of President of the Company in accordance with this constitution
(m)

“President-Elect” means, during the term of that appointment, the member elected to the position of President-Elect in accordance with this constitution
(n)

“Secretary” means, during the term of that appointment, a member appointed to the position of secretary of the Company in accordance with this constitution.
(o)

“Treasurer” means, during the term of that appointment, the member elected to the position of Treasurer of the Company in accordance with this constitution.

1.6 Interpretation of this document

The following rules apply in interpreting this document:

(a)

words importing the singular include the plural and vice versa;
(b)

words importing a gender include any gender;
(c)

words or expressions defined in the Law have those meanings;
(d)

headings are for convenience only and do not affect interpretation;
(e)
a reference to:
1. (i)
  
  a party includes its administrators, successors, substitutes by novation, and assigns;
2. (ii)
  
  any legislation includes legislation varying, consolidating or replacing that legislation and includes all regulations, or other instruments issued under that legislation;
3. (iii)
  
  a person includes a body incorporated or unincorporated, partnership or any legal entity; and
4. (iv)
  
  a document or agreement, or a provision of a document or agreement, is to that document, agreement or provision as amended, supplemented or novated.

2. Membership

2.1 Initial members

The members of the Company are the initial subscribers to the Memorandum of Association of the Company and such other persons that the Board admits to membership according to this constitution.

2.2 Membership generally

(a)
An individual is taken to be a member of the Company if:
1. (i)
  
  the person applied to be a member under rule 2.3 and the application has been approved, or
2. (ii)
  
  the person was one of the individuals set out in rule 2.1.
(b)

A person who is not an individual is not eligible to be a member.

2.3 New members

(a)
Subject to rule 2.3(b), an application by a person to be a member must be:
1. (i)
  
  made in writing;
2. (ii)
  
  in the form determined by the Board; and
3. (iii)
  
  lodged with the Secretary.
(b)

Subject to clause 2.3(i), a person is only eligible to be and remain a member if the applicant has hold the Certificate of Reproductive Endocrinology & Infertility (CREI) as awarded by the Royal Australian & New Zealand College of Obstetricians & Gynaecologists (RANZCOG).
(c)

The Board may determine that an application may be made or lodged by email or other electronic means.
(d)

The Secretary must refer an application to the Board as soon as practicable after receiving the application.
(e)

The Board must approve or reject the application.
(f)
As soon as practicable after the Board has decided the application, the Secretary must:
1. (i)
  
  give the applicant written notice of the decision, including by email or other electronic means if determined by the Board, and
2. (ii)
  
  if the application is approved, inform the applicant that the applicant is required to pay the entrance fee (if any) and annual subscription fee (if any) payable under rule 2.4 within such time frame that the Board determines.
(g)

The Secretary must enter the applicant’s name in the register of members as soon as practicable after the applicant pays the entrance fee and annual subscription fee in accordance with rule 2.4
(h)

Associate Membership of the Company is awarded to RANZCOG CREI trainees.
(i)

The Board may, at its election, classify a member as an Emeritus Member. Emeritus Membership may be awarded to members who, through a change in their practice, retirement from practice, or through ill health or other reason is unable to meet the criteria for membership. An Emeritus Member shall have the same powers and privileges of ordinary members, except that an Emeritus Member shall not be required to pay the annual subscription fee.

2.4 Fees and subscriptions

(a)

Every applicant for membership must undertake, as a condition of admission, to pay to the Company such entrance fee (if any) and annual subscription as may from time to time be payable to the Company in accordance with these rules or as determined by the Board.
(b)

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

After acceptance and subject to rule 2.4(d) upon payment of the entrance fee (if any) and first annual subscription, the applicant becomes a member of the Company.
(d)

If the payment is not made within two months after the date of the notice, the Board may at its discretion cancel its acceptance of the application for membership of the Company.
(e)

The annual subscriptions payable by the members shall be as prescribed from time to time by the Board, provided that the members of the Company in general meeting shall have the right by resolution to disallow any increase in the annual subscription payable from time to time and substitute a rate of annual subscription being not less than the rate charged at the date of passing the resolution.
(f)

All annual subscriptions shall become due and payable in advance on 30 January in every year.

2.5 Cessation of Membership

(a)
A person ceases to be a member if the person:
1. (i)
  
  dies, or
2. (ii)
  
  resigns from being a member in accordance with rule 2.7, or
3. (iii)
  
  is expelled from the Company under this constitution, or
4. (iv)
  
  fails to pay the annual subscription fee payable under rule 2.4 within three (3) months of the due date; or
5. (v)
  
  ceases to fulfil the RANZCOG criteria for re-certification of CREI.
(b)
A person who ceases to be a member under rule 2.5(a) is deemed to have ceased to be a member:
1. (i)
  
  immediately upon the occurrence of the relevant event referred to in rule 2.5(a); and
2. (ii)
  
  the Secretary must update the register of members accordingly, but failure to do so does not affect the cessation of membership.

2.6 Disciplinary action against members

(a)
The Board may, by resolution of at least two thirds (⅔) of those present voting, suspend, censure, fine or expel from the Company any member:
1. (i)
  
  who does not comply with this document or any by-laws, rules or regulations of the Company; or
2. (ii)
  
  whose conduct in the opinion of the Board is prejudicial to the interests of the Company.
(b)
At least seven (7) days before the Board holds a meeting to suspend, censure, fine or expel a member, the Board must send a notice to the member which states:
1. (i)
  
  the allegations against the member;
2. (ii)
  
  the proposed resolution for the member’s suspension, censure, fine or expulsion;
3. (iii)
  
  that the member has an opportunity at the meeting to address the allegations either orally or in writing; and
4. (iv)
  
  That if the member notifies the Secretary in writing at least 48 hours before the meeting at which the resolution is to be considered by the Board, the member may elect to have the question of that member’s censure, fine or expulsion dealt with by the Company in general meeting.
(c)
The Company must censure, suspend, fine or expel a member and remove the member’s name from the register, where:
1. (i)
  
  a general meeting is held to suspend, censure, fine or expel a member; and
2. (ii)
  
  a resolution is passed at the meeting by a majority of two-thirds (⅔) of those present and voting for the member to be suspended, censured, fined or expelled. The vote must be taken by poll in accordance with rule 7.3.
(d)

A member expelled from the Company does not have any claim on the Company, its funds or property.

2.7 Resignation of member

(a)

A member may resign from being a member by giving the Secretary written notice of at least one (1) month, or another period determined by the Board, of the member’s intention to resign.
(b)

The member ceases to be a member on the expiration of the notice period.

2.8 Members’ liabilities

The liability of a member to contribute to the payment of either of the following is limited to the amount of any outstanding fees for the member under rule 2.4:

(a)

the debts and liabilities of the Company; and
(b)

the costs, charges and expenses of the winding up of the Company.

3. Meetings of Members

3.1 Annual General Meeting

The Company must hold an Annual General Meeting at least once each calendar year and at such time and place as the Board may decide.

3.2 Calling Meetings of Members

(a)

Any member of the Board may at any time; and
(b)

The Board must when required by the Law, convene a special general meeting of members.
(c)

The Board may call a special general meeting of the Company whenever the Board thinks fit.
(d)

The Board must call a special general meeting if the Board receives a request made by at least 5% of the total number of members.
(e)
The request under rule 3.2(d):
1. (i)
  
  must be in writing, and
2. (ii)
  
  must state the purpose of the meeting, and
3. (iii)
  
  must be signed by the members making the request, and
4. (iv)
  
  may consist of more than one (1) document in a similar form signed by one (1) or more members, and
5. (v)
  
  must be lodged with the Secretary, and
6. (vi)
  
  may be in electronic form and signed and lodged by electronic means.

3.3 Notice of Meeting

(a)
Subject to rule 3.4, at least twenty-one (21) days written notice of a meeting must be given individually to:
1. (i)
  
  each member (whether or not entitled to vote);
2. (ii)
  
  each Director; and
3. (iii)
  
  to the auditor.
(b)

The notice of the meeting must provide the details required in the Law and may be given in any manner permitted by the Law.
(c)
The notice must specify:
1. (i)
  
  the place and time at which the meeting will be held, and
2. (ii)
  
  the nature of the business to be transacted at the meeting, and
3. (iii)
  
  if a matter to be determined at the meeting requires a special resolution - that a special resolution will be proposed, and
4. (iv)
  
  for the Annual General Meeting - that the meeting to be held is an annual general meeting.
(d)

The only business that may be transacted at the meeting is the business specified in the notice.

3.4 Short Notice

Subject to the Law:

(a)

if the Company has elected to convene a meeting of members as the Annual General Meeting, if all the members entitled to attend and vote agree; or
(b)

otherwise, if members who together have power to cast at least 95% of the votes that may be cast at the meeting agree,

a resolution may be proposed and passed at a meeting of which less than twenty-one (21) days’ notice has been given.

3.5 Postponement or cancellation

Subject to the Law, the Board may:

(a)

postpone a meeting of members;
(b)

cancel a meeting of members; or
(c)

change the place for a general meeting

by written notice given individually to each person entitled to be given notice of the meeting.

3.6 Fresh Notice

If a meeting of members is postponed or adjourned for one month or more, the Company must give new notice of the resumed meeting.

3.7 Use of technology

A member’s meeting may be held using any means of audio or audio-visual communication by which each member participating can hear and be heard by each other member participating or in any other way permitted by the Law. A meeting of members held solely or partly by technology is treated as held at the place at which the greatest number of the members present at the meeting is located or, if an equal number of members is located in each of 2 or more places, at the place where the chairman of the meeting is located.

4. Proceedings at Meetings of Members

4.1 Member present at meeting

If a member has appointed a proxy or attorney to act at a meeting of members, that member is taken to be present at a meeting at which the proxy or attorney is present.

4.2 Quorum

The quorum for a meeting of members is ten (10) members.

4.3 Quorum not present

If a quorum is not present within thirty (30) minutes after the time for which a meeting of members is called:

(a)

if called as a result of the request of the members, is dissolved; and
(b)
in any other case:
1. (i)
  
  the meeting is adjourned to the daytime and place the Board decides and notifies to members, or if no decision is notified before then, to the same time on the same day in the next week at the same place; and
2. (ii)
  
  at the adjourned meeting three (3) or more members will constitute a quorum, but if that is not satisfied, the meeting will be dissolved.

4.4 Chairing meetings of members

The President shall preside as chairman at every general meeting, or if the President is not present within fifteen (15) minutes after the time for the holding of the meeting the President-Elect shall be chairman or if they are not present then the members present shall elect one of their number to be chairman.

4.5 Attendance at general meetings

(a)

Every member has the right to attend all meetings of members.
(b)

Every member of the Board has the right to attend and speak at all meetings of members of the Company.
(c)

The auditor has the right to attend any meeting of the members of the Company and to speak on any part of the business of the meeting which concerns the auditor in the capacity of auditor.

4.6 Adjournment

Subject to rule 3.6, the chairman of a meeting of members at which a quorum is present:

(a)

may with the consent of the meeting; and
(b)

must, if directed by ordinary resolution of the meeting, adjourn it to another time and place.

4.7 Business adjourned at meetings

The only business that may be transacted at a meeting resumed after an adjournment is the business left unfinished immediately before the adjournment.

4.8 Non-member invitation

The President may, at their discretion, invite any person to attend any committee, general, or special general meeting of the Company.

5. Proxies and Attorneys

5.1 Appointment of proxies

A member may appoint a proxy to attend and act for the members at a meeting of members. An appointment of a proxy must be made by written notice to the Company:

(a)

that complies with the Law; or
(b)

in any other form or mode that is and is signed or acknowledged by the member in a manner satisfactory to the Board;
(c)

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

an instrument appointing a proxy may specify that the proxy is to abstain from voting on a particular resolution and where an instrument of proxy so provides, that proxy must not vote in relation to the resolution;
(e)

subject to the above, a proxy may vote or abstain from voting as they think fit;
(f)

an instrument appointing a proxy is deemed to confer authority to demand or join in demanding a poll.

5.2 Member’s Attorney

A member may appoint an attorney to act or appoint a proxy to act, at a meeting of the Company. The power of attorney must be signed in the presence of at least one witness.

5.3 Deposit of proxy forms and powers of attorney

An appointment of a proxy or power of attorney is not effective for a particular meeting of members unless:

(a)

in the case of a proxy, the proxy form and, if it is exercised by an attorney, the relevant power of attorney or a certified copy of it; and
(b)

in the case of a power of attorney, the power of attorney or a certified copy of it,

is received by the Company at its registered office or a fax number of that office at least 24 hours before the time for which the meeting was called or, if the meeting has been adjourned, before the meeting is resumed.

5.4 Standing appointments

A member may appoint a proxy, attorney or representative to act at a particular meeting of members or make a standing appointment and may revoke the appointment. A proxy or attorney may, but need not, be a member of the Company.

6. Entitlement to Vote

6.1 Number of votes

Each member has one (1) vote.

6.2 Casting vote of chairman

If an equal number of votes is for and against a resolution at a meeting of members, the chairman has a casting vote.

6.3 Decision on right to vote

A member or a member of the Board may challenge a person’s right to vote at a meeting of members. A challenge may only be made at the meeting. The chairman, whose decision is final, must decide a challenge, or any other doubt as to the validity of a vote.

6.4 Suspension or automatic delegation of right to vote

A voting member who is of unsound mind or whose person or estate is liable to be dealt with under the law relating to mental health may vote, whether on a show of hands or by poll, by his or her trustee or by such other person as properly has the management of his or her estate, and such trustee or other person may vote by proxy or attorney.

7. How Voting Is Carried Out

7.1 Method of Voting

A resolution put to the vote at a meeting of members must be decided on a show or hands unless a poll is demanded under rule 7.2 either before or on declaration of the result of the vote on a show of hands. Unless a poll is demanded, the chairman’s declaration of a decision on a show of hands is final.

7.2 Demands for a Poll

(a)
A poll may be demanded on any resolution by:
1. (i)
  
  at least three voting members entitled to vote on the resolution; or
2. (ii)
  
  the chairman.
(b)

The demand for a poll does not affect the continuation of the meeting for the transaction of other business and may be withdrawn.

7.3 When and How Polls must be taken

If a poll is demanded:

(a)

subject to 7.3(c), if the resolution is for the adjournment of the meeting, the poll must be taken immediately and in the manner that the chairman of the meeting directs;
(b)

subject to 7.3(c), in all other cases the poll must be taken at the time and place and in the manner that the chairman of the meeting directs;
(c)

votes which section 250A of the Law requires to be cast in a given way must be cast in that way;
(d)

a person voting who has the right to cast two or more votes need not cast all those votes and may cast those votes in different ways; and
(e)

the result of the poll is the resolution of the meeting at which the poll was demanded.

8. The Board and Executive Committee

8.1 Composition of the Board

(a)
The Board comprises four (4) member as elected in accordance with rule 8.4 consisting of the following office bearers:
1. (i)
  
  the President;
2. (ii)
  
  the President-Elect;
3. (iii)
  
  the Secretary; and
4. (iv)
  
  the Treasurer.
(b)

The office bearers are the Directors.
(c)

No person may hold more than one (1) office at the same time.

8.2 Executive Committee

(a)
The Executive Committee consists of:
1. (i)
  
  the Board; and
2. (ii)
  
  between three (3) and nine (9) ordinary Executive Committee Members elected in accordance with rule 8.4.
(b)

An ordinary Executive Committee Member is not a Director solely by reason of being a member of the Executive Committee.

8.3 Rotation of the Board and Executive Committee

(a)

The term of office of each Director is two (2) years.
(b)

A Director may not hold the same office of the Board for more than two (2) consecutive terms.
(c)

The term of office of each Executive Committee Member is four (4) years.
(d)

The Board may adopt a rotation schedule to promote continuity, provided that no Director serves beyond the maximum term limits in rule 8.3(b).

8.4 Election of members

(a)

Any member of the Company may be nominated as a candidate for election as an office bearer or ordinary Executive Committee Member.
(b)
The nomination must be:
1. (i)
  
  made in writing,
2. (ii)
  
  identify the office (for office-bearers) or state that it is for an ordinary Executive Committee Member position;
3. (iii)
  
  signed by at least two (2) members, not including the candidate, and
4. (iv)
  
  accompanied by the written consent of the candidate to the nomination,
and given to the secretary at least seven (7) days before the date fixed for the Annual General Meeting at which the election is to take place.
(c)
If insufficient nominations are received to fill all vacancies:
1. (i)
  
  the candidates nominated are taken to be elected, and
2. (ii)
  
  a call for further nominations must be made at the Annual General Meeting.
(d)

Vacancies that remain after a call for further nominations are taken to be casual vacancies.
(e)

If the number of nominations received is equal to the number of vacancies to be filled, the members nominated are taken to be elected.
(f)

If the number of nominations received is more than the number of vacancies to be filled, a ballot must be held at the meeting in the way directed by the Board.

8.5 Time of appointment or election

(a)

A person elected as a Director holds office from the close of the Annual General Meeting at which the member is elected until immediately following the close of the next Annual General Meeting in which its term end in accordance with rule 8.3.
(b)

A person elected as an ordinary Executive Committee Member holds office from the close of the Annual General Meeting at which they are elected until the close of the fourth Annual General Meeting following their election, or their resignation from office.

8.6 Casual Vacancy

(a)
A casual vacancy in the Board arises if the member:
1. (i)
  
  dies;
2. (ii)
  
  ceases to be a member;
3. (iii)
  
  resigns from office by written notice given to the Secretary;
4. (iv)
  
  is removed from office under clause8.6(b)(i);
5. (v)
  
  is absent from three (3) consecutive meetings of the Board without the consent of the Board;
6. (vi)
  
  becomes an insolvent under administration within the meaning of the Law;
7. (vii)
  
  is prohibited from being a director of a company under Part 2D.6 of the Law;
8. (viii)
  
  is convicted of an offence involving fraud or dishonesty for which the maximum penalty is imprisonment for at least three (3) months; or
9. (ix)
  
  becomes a mentally incapacitated person.
(b)
The Company in a general meeting may, by resolution:
1. (i)
  
  remove a Director from office at any time, and
2. (ii)
  
  appoint another member to hold office for the balance of the removed member’s term of office.
(c)
A Director to whom a proposed resolution referred to in subclause 8.6(b) relates may:
1. (i)
  
  give a written statement, of a reasonable length, to the President or Secretary, and
2. (ii)
  
  request that the Board send a copy of the statement to each member at least seven (7) days before the general meeting at which the proposed resolution will be considered.
(d)

If the Board fails to send a copy of a statement received under subclause 8.6(c)(i) to each member in accordance with a request made under subclause 8.6(c)(ii), the statement must be read aloud by the member presiding at the general meeting at which the proposed resolution will be considered.
(e)

The Board may appoint a member to fill a casual vacancy other than a vacancy arising from the removal from office of a Director.
(f)

Subject to this Constitution, a member appointed to fill a casual vacancy holds office until the next Annual General Meeting.

9. Powers of the Board

9.1 Powers generally

Subject to the Law, any other applicable law and this document:

(a)

the business of the Company is to be managed by or under the direction of the Board;;
(b)

the Board may exercise every right, power or capacity of the Company to the exclusion of the Company in general meeting and the members; and
(c)

the Board may engage any consultants to advise the Board, including previous Directors and officers of the Company.

9.2 Exercise of powers

A power of the Board can be exercised only:

(a)

by resolution passed at a meeting of the Board or otherwise in accordance with rule 15; or
(b)

in accordance with a delegation of the power under rule 10.

9.3 Divisions

Without limitation to the above, the Board is entitled to establish such regional and other divisions of the Company as it thinks fit, and to make regulations governing the establishment, conduct and affairs of any such division.

9.4 Executing negotiable instruments

All negotiable instruments must be executed, accepted or endorsed by the Company by the signature of any two (2) Directors or any other manner as the Board determines.

10. Delegation of Board Powers

10.1 Committees

(a)

The Board may create sub-committees to deal with aspects of the Company’s objects as it determines. The Board may also accept groups to be sub-committees if acceptance of such groups meets the Company’s objects.
(b)

The Board must approve the criteria for eligibility of appointment to the sub-committee.
(c)

Any variation to criteria must be provided to the Board in draft for consideration and approval by the Board.
(d)

The Board may provide comments to the sub-committee and request amendments to the criteria.
(e)

Once satisfied with the criteria, the Board, may, by resolution, adopt that procedure as the way in which members will be appointed to the sub- committee.
(f)

If no criteria are approved, or the Board and the sub-committee are unable to reach agreement on the terms of the criteria, the Board may dissolve the committee.
(g)

Where a sub-committee is formed by volunteers, the Board must approve a formal appointment process, including eligibility criteria and term limits, before members commence duties.

10.2 Delegation to committees or attorney

(a)
The Board may delegate any of its powers:
1. (i)
  
  to a committee consisting of at least one (1) Director which may also include people who are not Directors; or
2. (ii)
  
  to an attorney,
and may revoke a delegation previously made whether or not the delegation is expressed to be for a specified period. This rule is supplemental to the Law. A delegate must exercise delegated powers accordance with any directions of the Board.
(b)

The Board may at any time dissolve any committee or may terminate the appointment of any member of a committee.
(c)

Notwithstanding any of the above, Directors are entitled to attend, speak and vote at any meeting of a committee.
(d)

Members of any sub-committee who are not Directors must be appointed in accordance with the approved criteria and process adopted by the Board.

10.3 Terms of delegation and rules governing sub-committees

(a)
A delegation of powers under rule 10.2 may be:
1. (i)
  
  made for a specified period or without specifying a period; and
2. (ii)
  
  made on the terms (including power to further delegate) and subject to any restrictions the Board decides.
(b)

Power exercised in accordance with a delegation of the Board is treated as exercised by the Board.
(c)

Rules governing the conduct of a sub-committee must be approved by the Board.
(d)

Each member of a sub-committee shall serve for a term not exceeding four (4) years, unless otherwise resolved by the Board.
(e)

The Board may approve renewal of a member’s term, subject to review of performance and continued eligibility.
(f)

The Board may set a maximum consecutive term limit (e.g., two consecutive terms) to ensure rotation and diversity.

10.4 Appointment to Sub-committees

Without limiting rules 10.2 and 10.3, if the Board resolves to delegate powers to, or to appoint or accept a new sub-committee, the Board must establish the sub-committee’s criteria for eligibility of appointment to that committee.

10.5 Powers of attorney

A power of attorney under rule 10.1 may contain the provisions for the protection and convenience of those who deal with the attorney that the Board thinks appropriate.

10.6 Proceedings of committees

(a)

A committee to which any powers have been delegated under 10.1 may elect one of its number as a chairman of their meetings.
(b)
Where a meeting is held by the committee; and
1. (i)
  
  a chairman has not been elected as provided by rule 10.6(a); or
2. (ii)
  
  the chairman is not present within ten minutes after the time appointed for the holding of the meeting or is unwilling to act, the members of the committee who are present may elect one of their number to be chairman of the meeting.
(c)

A committee may meet and adjourn as it thinks proper.
(d)

Questions arising at a meeting of a committee are determined by a majority of votes of the members of the committee present and voting.
(e)

In the case of an equality of votes, the chairman of the committee, in addition to their deliberative vote (if any), has a casting vote.
(f)

A meeting of a committee may be held using any means of audio or audio-visual communication by which each committee member participating can hear and be heard by each other committee member participating or in any other way consented to by all members of the committee. A committee meeting held solely or partly by technology is treated as held at the place at which the greatest number of the committee members present at the meeting is located or, if an equal number of committee members is located in each of two (2) or more places, at the place where the chairman of the meeting is located.
(g)

The chairperson elected under rule 10.6(a) shall serve for a term determined by the Board, which may align with the member’s term of appointment.

10.7 Treasurer

(a)

The duties to be performed by the Treasurer are to be as prescribed from time to time by the Board.
(b)
Without limiting rule 10.7(a) the Treasurer will:
1. (i)
  
  prepare and submit to each meeting of the Board an analysed statement of the income and expenditure of the Company since the last meeting of the Board;
2. (ii)
  
  prepare and submit to the Board an analysed statement of all moneys received and expended up to 30 June in each year;
3. (iii)
  
  prepare for the approval of the Board the annual accounts of the Company; and
4. (iv)
  
  ensure that the accounting records of the Company are kept in such a way as to facilitate them being audited.

11. Executive Committee

11.1 Establishment and status

(a)

The Executive Committee is established under rule 8.2 and is a delegated committee of the Board.
(b)

The Executive Committee is subject to the Law, any other applicable law and this Constitution.
(c)

Nothing in this rule limits rule 9.1. The Board retains ultimate responsibility for the business and affairs of the Company.
(d)

Executive Committee Members who are not Directors hold no authority other than that conferred by this Constitution or by a Board resolution of delegation.
(e)
Each Executive Committee Member, when exercising a delegated power, must:
1. (i)
  
  act in good faith and for a proper purpose in the best interests of the Company;
2. (ii)
  
  comply with the Company’s constitution, policies and codes (including conflicts, confidentiality and conduct); and
3. (iii)
  
  not improperly use information or position.

11.2 Delegation and scope

(a)

Subject to rules 11.3 and 11.4, the Directors delegate to the Executive Committee the powers and discretions of the Board necessary or convenient for the day‑to‑day management and administration of the Company (Delegated Powers).
(b)

The Executive Committee may exercise the Delegated Powers as if it were the Board.
(c)

The Executive Committee must not sub‑delegate any Delegated Power unless expressly authorised by Board resolution.

11.3 Reserved Matters (not delegated)

The following matters are reserved to the Board and are not delegated to the Executive Committee:

(a)

appointment, removal or suspension of any Director;
(b)

appointment, removal or suspension of any Executive Committee member;
(c)

approval of annual financial statements and Directors’ reports;
(d)

adoption or material variation of the Company’s annual budget or strategic plan;
(e)

incorporation, acquisition or disposal of any subsidiary or material business;
(f)

entry into, variation or termination of any transaction or commitment (or series of related transactions) outside the approved budget parameters or delegations set by the Board;
(g)

borrowings, granting of security, guarantees or indemnities outside ordinary course delegations approved by the Board;
(h)

approval or amendment of company‑wide governance policies expressly reserved by the Board (including delegations of authority policy);
(i)

commencement, settlement or waiver of claims or proceedings;
(j)

related‑party benefits or conflicted transactions required by Law or policy to be approved by the Board; and
(k)

any matter which the Law or this Constitution requires to be determined by the Directors, and any matter designated by Board resolution as a Reserved Matter.

11.4 Board veto and override

(a)
The Board may at any time, in its absolute discretion, with or without notice:
1. (i)
  
  veto, suspend, vary or set aside any decision or action of the Executive Committee;
2. (ii)
  
  substitute its own decision for a decision of the Executive Committee; or
3. (iii)
  
  give binding directions to the Executive Committee on the exercise of any Delegated Power.
(b)

The Executive Committee must comply with any such direction immediately.

11.5 Procedure and quorum

(a)

The provisions of this Constitution governing Board meetings (including quorum, notice, voting, circular resolutions, and minutes) apply to the Executive Committee meetings with any necessary changes, unless the Board resolves otherwise.
(b)

The Board may set a different quorum for the Executive Committee by resolution. In the absence of such a resolution, the quorum is a majority of Executive Committee members then in office.

11.6 Reporting and minutes

(a)

The Executive Committee must cause minutes to be made of its meetings and decisions and must provide those minutes to the Board as soon as practicable after each meeting.
(b)

The Executive Committee must report to the Board on the exercise of Delegated Powers at such times and in such form as the Board requires.

11.7 Duration, variation and revocation of delegation

(a)

A delegation to the Executive Committee continues until revoked.
(b)

The Board may at any time vary, limit or revoke any delegation, without prejudice to any act done prior to the variation or revocation.

12. Director’s Duties and Interests

12.1 Compliance with Law

Each Director must comply with the duties imposed by the Law.

12.2 Conflict of Interest

Each Director shall take all reasonable steps to ensure that there is no conflict of interest whether potential or actual, or which might reasonably be perceived by members of the Company to be a potential or actual conflict arising from:

(a)

a Director, in any way being interested in a contract or proposed contract with the Company; or
(b)

a Director holding any office or possessing any property as a result of which duties or interests might be created which are directly or indirectly in conflict with that Director’s duties or interests as a Director,

12.3 Declaration of interests

(a)
A Director who:
1. (i)
  
  is in any way, interested in a contract or proposed contract with the Company; or
2. (ii)
  
  holds any office or possesses any property as a result of which duties or interests might be created which are directly or indirectly in conflict with that Director’s duties or interests as a Director,
(b)

must declare the fact and the nature of the interest, or nature, character and extent of the conflict of interest, whether potential or actual, or which might reasonably be perceived by members of the Company to be a potential or actual conflict at the first Board meeting held after the relevant facts come to the Director’s knowledge or after appointment as a Director (whichever is later).The Board must consider the fact and nature of the interest and/or the nature, character and extent of the conflict and resolve (excluding the interested Director) that it is in order for that Director to participate regardless of that interest/conflict.
(c)

A Director must update the Board promptly if there is any material change to an interest or conflict previously disclosed.
(d)

The Company must maintain a register of Directors’ interests and update it whenever a disclosure is made under this rule.

12.4 Director interested in a matter

(a)
Subject to the Director making a declaration of interest pursuant to rule 12.3, and the Board resolving that the Director should not be excluded as a result of such interest/conflict, that Director must comply with the Law in relation to being present, and voting, at that Board meeting. Subject to the Law:
1. (i)
  
  a Director may be counted in a quorum at a Board meeting that considers, and may vote on, whether the Company enters into an agreement or proposed agreement in which that Director has an interest;
2. (ii)
  
  the Company may enter into the agreement and the Director may participate in the execution of any relevant document by or on behalf of the Company;
3. (iii)
  
  the Director may be counted in a quorum at a Board meeting that considers, and may vote on, matters involving the agreement; and
4. (iv)
  if disclosure under rule 12.3 is made before the agreement is entered into:
  1. (A)
    
    the Director may retain benefits under the agreement even though the Director has an interest in the agreement; and
  2. (B)
    
    the Company cannot avoid the agreement merely because of the existence of the interest,
  and any benefit retained under this rule must comply with the Law and any policy adopted by the Board regarding related party transactions.
(b)

The Board may impose conditions on the Director’s participation, including restricting voting on specific matters.

12.5 Use of Company Information

A Director must not improperly use their position, or any information obtained as a Director, to gain an advantage for themselves or someone else, or to cause detriment to the Company.

13. Directors’ Remuneration

13.1 Directors not to receive remuneration

The Company must not:

(a)

appoint a Director to any salaried office of the Company or any office of the Company paid by fees; or
(b)

pay or give a Director remuneration or other benefit in money or money’s worth except, with the approval of the Board by resolution, repayment of out-of-pocket expenses and reasonable interest on money lent or reasonable rent for premises leased to the Company.

13.2 Remuneration for services rendered

(a)
Nothing in this document prevents the payment in good faith of remuneration to any officers or employees of the Company or to any member of the Company in return for:
1. (i)
  
  any services actually rendered to the Company;
2. (ii)
  
  goods supplied in the ordinary and usual way of business;
3. (iii)
  
  interest on money lent to the Company at reasonable rates; or
4. (iv)
  
  reasonable rent for premises leased to the Company.
(b)

Any payment under this rule must comply with rule 11 and the Law regarding related party transactions.

14. Officers’ Indemnity and Insurance

14.1 Indemnity

(a)
Subject to the Law, the Company must, to the extent the person is not otherwise indemnified, indemnify every officer (as defined in the Law) of the Company and may indemnify its auditor against a liability:
1. (i)
  
  incurred as officer or auditor to a person other than the Company or a related body corporate (including a liability incurred as a result of appointment or nomination of the Company or subsidiary as a trustee or as an officer of another corporation) unless the liability arises out of conduct involving a lack of good faith, fraud, wilful misconduct, or criminal liability; and
2. (ii)
  
  for costs and expenses incurred in defending civil or criminal proceedings in which judgment is given in favour of that person or in which that person is acquitted, or in connection with an application in relation to those proceedings in which the court grants relief to that person under the Law.
(b)

The Company may advance costs for defending proceedings, provided the officer agrees to repay if it is ultimately determined that indemnity is not permitted under the Law.

14.2 Insurance

Subject to the Law, the Company may enter into, and pay premiums on, a contract of insurance in respect of:

(a)

any person ;or
(b)

its assets and liabilities,

to the fullest extent permitted by the Law.

14.3 Former officers

The indemnity in favour of officers under rule 14.1 is a continuing indemnity. It applies in respect of all acts done by a person while an officer of the Company even though the person is not an officer at the time the claim is made.

15. Board Meetings

15.1 Convening Board meetings

A Director may at any time, and the Secretary must on request from the Director, convene a Board meeting.

15.2 Notice of Board meeting

The convenor of each Board meeting:

(a)

must give as much notice as is reasonably possible of the meeting (and in any event, not less than seven (7) calendar days unless the Board resolves that shorter notice is reasonable in the circumstances)(and, if it is adjourned, of its resumption) individually to each Director; and
(b)

must give that notice in writing directed to such address as the Director in question furnishes to the Secretary from time to time; and
(c)

must give that notice containing as much information as is reasonably possible concerning the business to be dealt with by the meeting to which it relates including an agenda and any supporting documents reasonably necessary for informed decision-making, but failure to give notice to, or non-receipt of notice by, a Director does not result in a Board meeting being invalid.

15.3 Use of technology

(a)

A Board meeting may be held using any means of audio or audio-visual communication by which each Director participating can hear and be heard by each other Director participating or in any other way permitted by the Law.
(b)

A Board meeting held solely or partly by technology is treated as held at the place at which the greatest number of the Directors present at the meeting is located or, if an equal number of Directors is located in each of two (2) or more places, at the place where the chairman of the meeting is located.
(c)

Meetings held by technology must use secure communication methods approved by the Board.

15.4 Chairing Board meetings

The President, or in the President’s absence the President-Elect, must preside at all meetings of the Board, except that if at any meeting neither of them is present within 15 minutes after the time appointed to hold the meeting, the Directors may choose one of their number to be the chairman of the meeting.

15.5 Quorum

(a)

Business must not be transacted at any meeting of the Board unless a quorum is present at the time the meeting proceeds to business. Unless the Board decides otherwise by special resolution, the quorum for a Board meeting is half the number of Directors plus one Director and a quorum must be present for the whole meeting.
(b)

A Director is treated as present at a meeting held by audio or audio-visual communication if the Director is able to hear and be heard by all others attending. If a meeting is held in another way permitted by the law, the Board must resolve the basis on which Directors are treated as present.

15.6 Continuing Directors

The continuing members of the Board may act despite any vacancy in the Board where the number of members of the Board is below that fixed for the quorum of the meeting for the following purposes:

(a)

to increase the number of members of the Board; or
(b)

to convene a general meeting of the Company.

15.7 Majority decisions

A resolution of the Board must be passed by a majority of the votes cast by Directors entitled to vote on the resolution. The chairman in the event of there being an equality of votes shall in addition to his or her deliberative vote have a casting vote.

15.8 Invited Guests

(a)

The Board may invite guests to Board meetings, including previous board members and persons representing special interest groups to assist them in making decisions. No invited guest has an entitlement to vote, and further, at the Board’s request that guest must absent him/herself during any deliberative vote.
(b)

Invited guests must agree to maintain confidentiality of all matters discussed.

15.9 Procedural rules

The Board may adjourn and, subject to this document, otherwise regulate its meetings as it decides.

15.10 Written resolution

(a)

If all the Directors entitled to receive notice of a Board meeting and to vote on the resolution sign a document containing a statement that they are in favour of the resolution set out in the document, a Board resolution in those terms is passed at the time when the last Director signs.
(b)

For the purposes of rule 15.10(a), two or more separate documents containing statements in identical terms each of which is signed by one or more Directors are together deemed to constitute one document containing a statement in those terms signed by the Directors on the respective days on which they signed the separate documents.
(c)

A electronic message or digitally signed document containing the text of the document expressed to have been signed by a Director that is sent to the Company is a document signed by that Director at the time of its receipt by the Company.

15.11 Valid proceedings

Each resolution passed or thing done by, or with the participation of, a person acting as a Director or member of a committee is valid even if it is later discovered that:

(a)

there was a defect in the appointment of the person; or
(b)

the person was disqualified from continuing in office, voting on the resolution or doing the thing.

16. Secretary

16.1 Appointment and removal of Secretary

The Company may appoint one (1) individual to be a Secretary of the Company either for a specified term or without specifying a term.

16.2 Terms and conditions of office

A Secretary holds office on the terms (including as to remuneration) that the Board decides. The Board may vary any decision previously made by it in respect of a Secretary.

16.3 Responsibilities

Subject to the direction and control of the Board and within delegated authority, the Secretary:

(a)

is responsible to the Board for the management of the Company, its facilities, staff and resources in accordance with the policies of the Board and directives issued by the Board;
(b)

will attend all meetings of the Company and of the Board;
(c)

will ensure that the attendance of all persons present at the meetings of the Company and the Board is recorded;
(d)

will ensure that the minutes of the proceedings at all meetings of the Company are recorded;
(e)

will ensure that all books of account and records of the Company, whether physical or electronic, are kept securely and in a proper manner;
(f)

will have the custody of all documents and records and books of account of the Company that are not by the direction of the Board required to be kept in some other place;
(g)

perform such other duties as the Board may from time to time prescribe or as are required by law;
(h)

ensure compliance with all legal and regulatory requirements applicable to the Company; and
(i)

maintain confidentiality of all Company records and information.

16.4 Acting Secretary

The Board may appoint an acting Secretary during any period when the Secretary is unable to perform their duties.

17. Minutes

17.1 Minutes must be kept

The Board must cause minutes of:

(a)

proceedings and resolutions of meetings of the Company’s members;
(b)

the name of Directors present at each Board meeting or committee meeting;
(c)

proceedings and resolutions of Board meetings (including meetings of a committee to which Board powers are delegated under rule 10, and signed by the chairman of the meeting at which the proceedings were held or the chairman of the succeeding meeting) and must be approved by the Board before being signed by the chairman; and

resolutions passed by Directors without a meeting, to be kept in accordance with the Law.

17.2 Minutes as evidence

A minute recorded and signed in accordance with the Law is evidence of the proceeding, resolution or declaration to which it relates unless the contrary is proved.

17.3 Inspection of minute books

(a)

The Company must allow members to inspect and provide copies of the minute books for the meetings of members in accordance with the Law.
(b)

Minutes of Board meetings are not available for inspection by members except as permitted by the Board or required by law.

17.4 Electronic records

Minutes may be kept and signed electronically in accordance with the Law.

17.5 Retention

The Company must retain all minutes for the period required by the Law, and in any case not less than seven (7) years.

18. Accounts and Audit

18.1 Company must keep accounts

The Board must cause the Company to keep written or electronic financial records that:

(a)

correctly record and explain its transactions (including transactions undertaken as trustee) and financial position and performance; and
(b)

would enable true and fair financial statements to be prepared and audited, and must allow a Director and the auditor to inspect those records at all reasonable times.

18.2 Financial reporting

(a)

The Board must cause the Company to prepare a financial report and a Director’s report that comply with the Law and must report to members in accordance with the Law no later than the deadline set by the Law.
(b)

Reports may be provided electronically in accordance with the Law.

18.3 Audit

The Board must cause the Company’s financial report for each financial year to be audited and obtain an auditor’s report. The eligibility, removal, remuneration, rights and duties of the auditor are regulated by the Law.

18.4 Conclusive reports

Audited financial reports laid before the Company in general meetings are conclusive except as regards errors notified to the Company within three months after the relevant general meeting. If the Company receives notice of an error within that period, it must immediately correct the report and the report as corrected is then conclusive.

18.5 Inspection of financial records and books

The books of account of the Company must be kept at the registered office of the Company or at such other place as the Board thinks fit and will be open to inspection by the members of the Company on such conditions as the Board determines subject to confidentiality undertakings and any restrictions required by the Board.

18.6 Retention

The Company must retain financial records for the period required by the Law, and in any case not less than seven (7) years.

18.7 Audit Oversight

The Board may establish an audit committee to oversee the audit process and liaise with the auditor.

19. Register of Members

19.1 Register of names

(a)

The Company must maintain a register of members.
(b)
In accordance with the Law, the register must contain the following information:
1. (i)
  
  the name and address of each member;
2. (ii)
  
  the date on which the entry of the member’s name in the register is made;
3. (iii)
  
  the name and details of each person who stopped being a member of the Company within the last seven (7) years;
4. (iv)
  
  the date on which the person stopped being a member; and
5. (v)
  
  an index of member’s names where the Company has more than fifty (50) members (and the register itself is not kept in a form that operates effectively as an index).
(c)

The register may be kept in electronic form provided it complies with the Law.
(d)

The register may be inspected in accordance with the Law and subject to any conditions imposed by the Board.
(e)

After the statutory retention period, the Company must securely dispose of personal information of former members.

19.2 Privacy

The Company must ensure that the register of members is maintained in accordance with applicable privacy laws and used only for purposes permitted by the Law.

20. Winding Up or Amalgamation

20.1 Amalgamation

The Company may only amalgamate with another income-tax exempt entity subject to approval by special resolution of members and compliance with the Law.

20.2 Winding up

If the Company is wound up any surplus property must not be paid to members but must be paid or transferred to another income-tax exempt entity having similar objects to those of the Company having charitable or not-for-profit purposes similar to those of the Company.

20.3 Nomination

The Board must nominate the recipient entity for approval by members prior to any winding up.

21. Notices

21.1 Notices by Company

A notice is properly given by the Company to a person if it is:

(a)

in writing signed on behalf of the Company (by original or printed signature);
(b)

addressed to the person to whom it is to be given; and
(c)
either
1. (i)
  
  delivered personally;
2. (ii)
  
  sent by pre-paid mail (by airmail, if the addressee is overseas) to that person’s address; or
3. (iii)
  
  sent by electronic message to the electronic address (if any) nominated by that person; or
4. (iv)
  
  sent via a secure electronic communication platform approved by the Board.

21.2 Electronic notices

Notices sent electronically may be authenticated in any manner permitted by the Law.

21.3 When notice is given

(a)
A notice to a person by the Company is regarded as given and received:
1. (i)
  if it is delivered personally or electronic message:
  1. (A)
    
    by 5.00 p.m. (local time in the place of receipt) on a business day – on that day; or
  2. (B)
    
    after 5.00 p.m. (local time in the place of receipt) on a business day, or on a day that is not a business day – on the next business day; and
2. (ii)
  it is sent by mail:
  1. (A)
    
    within Australia – three (3) business days after posting; or
  2. (B)
    
    to a place outside Australia – seven (7) business days after posting.
(b)

A certificate in writing signed by a Director or Secretary of the Company stating that a notice was sent is conclusive evidence of service.
(c)

For electronic notices, delivery is deemed when the message leaves the Company’s system unless a failure notice is received.

21.4 Business days

For the purposes of rule 21.3, a business day is a day that is not a Saturday, Sunday or public holiday in the place to which the notice is sent.

21.5 Counting days

If a specified period must pass after a notice is given before an action may be taken, neither the day on which the notice is given nor the day on which the action is to be taken may be counted in reckoning the period.

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