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Constitution |
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The Warren Centre for Advanced Engineering Limited |
Constitution of The
Warren Centre for Advanced Engineering Limited
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1. Defined terms 5
2. Interpretation 5
3. Replaceable rules 6
Objects 6
4. Objects 6
Income and
property of Company 7
5. Income and property of Company 7
Membership 7
6. Admission 7
7. Ceasing to be a Member 8
8. Powers of attorney 8
9. Representatives 9
General
meetings 9
10. Calling general meeting 9
11. Notice of general meeting 9
Proceedings
at general meetings 10
12. Member 10
13. Quorum 10
14. Chairperson 10
15. Adjournment 11
16. Decision on questions 11
17. Taking a poll 12
18. Casting vote of chairperson 12
19. Offensive material 12
Votes of
Members 12
20. Entitlement to vote 12
21. Objections 12
22. Votes by proxy 12
23. Document appointing proxy 13
24. Lodgement of proxy 13
25. Validity 14
Appointment
and removal of Directors 14
26. Initial Directors 14
27. Appointment and removal of Directors 14
28. Additional and casual Directors 15
29. Retirement 15
30. Vacation of office 15
Powers and
duties of Directors 15
31. Powers and duties of Directors 15
Proceedings
of Directors 16
32. Directors' meetings 16
33. Decision on questions 17
34. Special Matters 17
Payments to
Directors 18
35. Payments to Directors 18
36. Directors' interests 18
37. Alternate Directors 19
38. Remaining Directors 19
39. Chairperson 19
40. Delegation 20
41. Written resolutions 20
42. Validity of acts of Directors 20
43. Minutes and Registers 21
Local
management 21
44. Local management 21
45. Appointment of attorneys and agents 21
Secretary 22
46. Secretary 22
Seals 22
47. Common Seal 22
48. Duplicate Seal 22
Inspection
of records 23
49. Inspection of records 23
Notices 23
50. Service of notices 23
51. Persons entitled to notice 24
Audit and
accounts 24
52. Audit and accounts 24
Winding up 24
53. Winding up 24
Indemnity 25
54. Indemnity 25
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1.1 In this Constitution unless the contrary intention appears:
Alternate Director means a person appointed as an alternate director under clause 37.
Auditor means the Company's auditor.
Company means The Warren Centre for Advanced Engineering Limited.
Constitution means the constitution of the Company as amended from time to time.
controlled entity has the meaning given in the
Corporations Act means the Corporations Act 2001 (Cth) as modified or amended from time to time and includes any regulations made under that Act and any exemption or modification to that Act applying to the Company.
Director includes any person occupying the position of director of the Company and, where appropriate, includes an Alternate Director.
Directors means all or some of the Directors acting as a board.
Member means a member under clause 6.
Register means the register of Members of the Company.
Representative means a person appointed as such under clause 9.
Seal means the Company's common seal (if any).
Secretary means any person appointed by the Directors to perform any of the duties of a secretary of the Company and if there are joint secretaries, any one or more of those joint secretaries.
Senate means the Senate of the University.
University means the
1.2 In this Constitution, except where the context otherwise requires, an expression in a clause of this Constitution has the same meaning as in the Corporations Act. Where the expression has more than one meaning in the Corporations Act and a provision of the Corporations Act deals with the same matter as a clause of this Constitution, that expression has the same meaning as in that provision.
In this Constitution, except where the context otherwise requires:
(a) the singular includes the plural and vice versa, and a gender includes other genders;
(b) another grammatical form of a defined word or expression has a corresponding meaning;
(c) a reference to a clause, paragraph, schedule or annexure is to a clause or paragraph of, or schedule or annexure to, this Constitution, and a reference to this Constitution includes any schedule or annexure;
(d) a reference to a document or instrument includes the document or instrument as novated, altered, supplemented or replaced from time to time;
(e) a reference to A$, $A, dollar or $ is to Australian currency;
(f) the meaning of general words is not limited by specific examples introduced by including, for example or similar expressions; and
(g) a requirement for the written consent of the University shall be satisfied by a written consent under the hand of the Dean of the Faculty of Engineering and Information Technologies for the time being.
To the extent permitted by law, the replaceable rules in the Corporations Act other than the rules relating to alternate directors do not apply to the Company.
4.1 The objects for which the Company is established, as a non-profit organisation, are to engage and work with industry, government and the Faculty to foster excellence and innovation in advanced engineering throughout Australia by:
(a) Stimulating the application or development of new engineering technology
(b) encouraging the integration of
engineering innovation and new engineering technologies into
(c) providing independent comment and advice to government and industry on technology and innovation issues.
4.2 Without restricting the generality of clause 4.1 the Company’s objects are in particular to:
(a) initiate and undertake unique major projects funded by industry and government which explore engineering industry issues of national significance to create or promote new internationally recognised benchmarks of engineering excellence and innovation;
(b) encourage the appointment to major projects teams of stimulating persons of outstanding national or international achievement in industry, government or academe as visiting fellows in order that they may bring special benefits to the work of the major project team;
(c) arrange seminars, courses, lectures, workshops and the like at which visiting fellows, major project team leaders and other distinguished persons may present material on their achievements to wider audiences, and the publication of such material in the public domain;
(d) carry out consulting assignments for industry or government on special engineering technology and innovation issues where the necessary expertise can be made available by the Company;
(e) create and sustain common-interest networks which focus on particular issues or opportunities in order to encourage advancement of technology and innovation in particular fields both nationally and internationally;
(f) establish and maintain mechanisms which encourage the interchange of knowledge, skills and special interests between industry, government and members at all levels of the Faculty;
(g) create and foster special opportunities for alumni of the Faculty and others to contribute actively in a voluntary capacity to support the work of the Company and to develop links with the Faculty;
(h) add value through the quality and significance of the Company’s work and its dissemination, to the public reputation and standing nationally and internationally of the University and the Faculty;
(i) support the establishment and maintenance of a Warren Centre Chair of Engineering Innovation in the Faculty.
4.3 The Company may only exercise the powers in section 124(1) of the Corporations Act to:
(a) carry out the objects in this clause; and
(b) do all things incidental or convenient in relation to the exercise of power under clause 0(a).
4.4 At all times while the Company is a controlled entity of the University:
(c) the Company must not, without the written approval of the Senate or where the function or activity is the subject of a Regulation made under section 16A(3) of the University of Sydney Act 1989 (NSW), exercise any function or engage in any activity that the University is not authorised by or under the University of Sydney Act 1989 (NSW) to exercise or engage in; and
(d) the Company must comply with the policies of the University (as they exist from time to time) in relation to its controlled entities.
Income and property of Company
5. Income and property of Company
5.1 The income and property of the Company will only be applied towards the promotion of the objects of the Company set out in clause 4.
5.2 No income or property will be paid or transferred directly or indirectly to any Member of the Company except for payments to a Member:
(a) in return for any services rendered or goods supplied in the ordinary and usual course of business to the Company; or
(b) of interest at a rate not exceeding current bank overdraft rates of interest for moneys lent.
6.1 The number of Members with which the Company proposes to be registered is unlimited.
6.2 The Members of the Company are:
(a) the University (being the person who consented to become a Member in the application for registration of the Company); and
(a) any other persons, corporations or organisations whom or which the Directors admit to membership, with the prior written consent of the University, and in accordance with this Constitution.
6.3 Applications for membership of the Company must be in writing, signed by the applicant and in a form approved by the Directors in their absolute discretion.
6.4 The Directors will consider each application for membership at the next meeting of Directors after the application is received. In considering an application for membership, the Directors may:
(a) accept or reject the application; or
(b) ask the applicant to give more evidence of eligibility for membership.
6.5 If the Directors ask for more evidence under clause 6.4, their determination of the application for membership is deferred until the evidence is given.
6.6 The Directors do not have to give any reason for rejecting an application for membership.
6.7 The rights and privileges of every Member are personal to each Member and are not transferable by the Member's own act or by operation of law.
7.1 A Member's membership of the Company will cease:
(a) if the Member gives the Secretary written notice of resignation, from the date of receipt of that notice by the Secretary;
(b) if a majority of three-quarters of the Directors present and voting at a meeting of Directors by resolution terminate the membership of a Member:
(i) whose conduct in their opinion renders it undesirable that that Member continue to be a Member of the Company;
(ii) only after the Member has been given at least 21 days' notice of the resolution and has had the opportunity to be heard at the meeting at which the resolution is proposed;
(c) where the Member is an individual, if the Member:
(i) dies;
(ii) becomes mentally incapacitated or whose person or estate is liable to be dealt with in any way under the laws relating to mental health; or
(iii) is convicted of an indictable offence; and
(d) where the Member is not an individual, if:
(i) a liquidator is appointed in connection with the winding- up of the Member; or
(ii) an order is made by a Court for the winding-up or deregistration of the Member.
8.1 If a Member executes or proposes to execute any document or do any act by or through an attorney which affects the Company or the Member's membership in the Company, that Member must deliver the instrument appointing the Attorney to the Company for notation.
8.2 If the Company asks the Member to file with it a certified copy of the instrument for the Company to retain, the Member will promptly comply with that request.
8.3 The Company may ask for whatever evidence it thinks appropriate that the power of attorney is effective and continues to be in force.
9.1 Any corporation or organisation which is a Member may by written notice to the Secretary:
(a) appoint a natural person to act as its Representative in all matters connected with the Company as permitted by the Corporations Act; and
(b) remove a Representative.
9.2 A Representative is entitled to:
(a) exercise at a general meeting all the powers which the corporation or organisation which appointed him or her could exercise if it were a natural person;
(b) stand for election as an office bearer or Director; and
(c) be counted towards a quorum on the basis that the Member corporation or organisation is to be considered personally present at a general meeting by its Representative.
9.3 A certificate executed in accordance with section 127 of the Corporations Act is rebuttable evidence of the appointment or of the removal of the appointment (as appropriate) of the Representative.
9.4 The chairperson of a general meeting may allow a Representative to vote on the condition that he or she subsequently establishes his or her status as a Representative within a period prescribed by and to the satisfaction of the chairperson of the general meeting.
9.5 The appointment of a Representative may set out restrictions on the Representative's powers.
10.1 Any Director may, at any time, call a general meeting.
(a) only request the Directors to call a general meeting in accordance with section 249D of the Corporations Act; and
(b) not request or call and arrange to hold a general meeting except under section 249E or 249F of the Corporations Act.
11.2 A notice calling a general meeting:
(a) must specify the place, date and time of the meeting and if the meeting is to be held in two or more places, the technology that will be used to facilitate this; and
(b) must state the general nature of the business to be transacted at the meeting; and
(c) may specify a place, facsimile number and electronic address for the purposes of proxy appointment.
11.3 A notice of an annual general meeting need not state that the business to be transacted at the meeting includes:
(a) the consideration of the annual financial report, Directors' report and the Auditor's report;
(b) the election of directors; or
(c) the appointment and fixing of the remuneration of the Auditor.
11.4 The Directors may postpone or cancel any general meeting whenever they think fit (other than a meeting called as the result of a request under clause 10.2).
11.5 The Directors must give notice of the postponement or cancellation of a general meeting to all persons referred to in clause 51.1 entitled to receive notices from the Company.
11.6 The failure or accidental omission to send a notice of a general meeting (including a proxy appointment form) to any Member or the non-receipt of a notice (or form) by any Member does not invalidate the proceedings at or any resolution passed at the general meeting.
Proceedings at general meetings
In clauses 13, 14, 16 and 20, Member includes a Member present in person or by proxy, attorney or Representative.
13.1 No business may be transacted at a general meeting unless a quorum of Members is present when the meeting proceeds to business.
13.2 A quorum of Members is any two Members, save that, for as long as the University is the sole Member, the quorum is one Member.
13.3 If a quorum is not present within 30 minutes after the time appointed for a general meeting:
(a) if the general meeting was called on the requisition of Members, it is automatically dissolved; or
(b) in any other case:
(i) it will stand adjourned to the same time and place seven days after the meeting, or to another day, time and place determined by the Directors; and
(ii) if at the adjourned general meeting a quorum is not present within 30 minutes after the time appointed for the general meeting, the general meeting is automatically dissolved.
14.1 The chairperson, or in the chairperson's absence the deputy chairperson, of Directors' meetings will be the chairperson at every general meeting.
14.2 The Directors present may elect a chairperson of a general meeting if:
(a) there is no chairperson or deputy chairperson; or
(b) neither the chairperson nor deputy chairperson is present within 15 minutes after the time appointed for holding the general meeting; or
(c) the chairperson and deputy chairperson are unwilling to act as chairperson of the general meeting.
14.3 If no election is made under clause 14.2, then:
(a) the Members may elect one of the Directors present as chairperson; or
(b) if no Director is present or is willing to take the chair, the Members may elect one of the Members present as chairperson.
14.4 If there is a dispute at a general meeting about a question of procedure, the chairperson may determine the question.
15.1 The chairperson of a general meeting at which a quorum is present:
(a) in his or her discretion may adjourn the general meeting with the meeting's consent; and
(b) must adjourn the general meeting if the meeting directs him or her to do so.
15.2 An adjourned general meeting may take place at a different venue to the initial general meeting.
15.3 The only business that can be transacted at an adjourned general meeting is the unfinished business of the initial general meeting.
15.4 Notice of an adjourned general meeting must only be given in accordance with clause 11.1 if a general meeting has been adjourned for more than 21 days.
16.1 Subject to the Corporations Act in relation to special resolutions, a resolution is carried if a majority of the votes cast on the resolution are in favour of the resolution.
16.2 A resolution put to the vote of a meeting is to be decided on a show of hands unless a poll is demanded in accordance with the Corporations Act.
16.3 Unless a poll is demanded:
(a) a declaration by the chairperson that a resolution has been carried, carried by a specified majority, or lost; and
(b) an entry to that effect in the minutes of the meeting,
are conclusive evidence of the fact without proof of the number or proportion of the votes in favour of or against the resolution.
16.4 The demand for a poll may be withdrawn.
16.5 A decision of a general meeting may not be impeached or invalidated on the ground that a person voting at the general meeting was not entitled to do so.
17.1 A poll will be taken when and in the manner that the chairperson directs.
17.2 The result of the poll will be the resolution of the meeting at which the poll was demanded.
17.3 The chairperson may determine any dispute about the admission or rejection of a vote.
17.4 The chairperson's determination, if made in good faith, will be final and conclusive.
17.5 A poll demanded on the election of the chairperson or the adjournment of a general meeting must be taken immediately.
17.6 After a poll has been demanded at a general meeting, the general meeting may continue for the transaction of business other than the question on which the poll was demanded.
18. Casting vote of chairperson
The chairperson does not have a casting vote in addition to the chairperson's votes as a Member, proxy, attorney or Representative.
A person may be refused admission to, or required to leave and not return to, a meeting if the person:
(a) refuses to permit examination of any article in the person's possession; or
(b) is in possession of any:
(i) electronic or recording device;
(ii) placard or banner; or
(iii) other article,
which the chairperson considers to be dangerous, offensive or liable to cause disruption.
20.1 Subject to this Constitution on a show of hands and on a poll every Member has one vote.
21.1 An objection to the qualification of a voter may only be raised at the general meeting or adjourned general meeting at which the voter tendered its vote.
21.2 An objection must be referred to the chairperson of the general meeting, whose decision is final.
21.3 A vote which the chairperson does not disallow because of an objection is valid for all purposes.
22.1 If a Member appoints a proxy, proxies or an attorney, the proxy, proxies or attorney may not vote on a show of hands.
22.2 A proxy need not be a Member.
22.3 A proxy may demand or join in demanding a poll.
22.4 A proxy or attorney may vote on a poll.
22.5 A proxy may vote or abstain as he or she chooses except where the appointment of the proxy directs the way the proxy is to vote on a particular resolution. If a proxy votes at all, the proxy will be deemed to have voted all directed proxies in the manner directed.
23.2 For the purposes of clause 23.1, an appointment received at an electronic address will be taken to be signed by the Member if:
(a) a personal identification code allocated by the Company to the Member has been input into the appointment; or
(b) the appointment has been verified in another manner approved by the Directors.
23.3 A proxy's appointment is valid at an adjourned general meeting.
23.4 A proxy or attorney may be appointed for all general meetings or for any number of general meetings or for a particular purpose.
23.5 Unless otherwise provided for in the proxy's appointment or in any instrument appointing an attorney, the appointment of the proxy or the attorney will be taken to confer authority:
(a) to vote on:
(i) any amendment moved to the proposed resolutions and on any motion that the proposed resolution not be put or any similar motion; and
(ii) any procedural motion, including any motion to elect the chairperson, to vacate the chair or to adjourn the general meeting,
even though the appointment may specify the way the proxy or attorney is to vote on a particular resolution; and
(b) to vote on any motion before the general meeting whether or not the motion is referred to in the appointment.
23.6 If a proxy appointment is signed by the Member but does not name the proxy or proxies in whose favour it is given, the chairperson may either cast as proxy or complete the appointment by inserting the name or names of one or more directors or the Secretary.
24.1 The written appointment of a proxy or attorney must be received by the Company, at least 48 hours (unless otherwise specified in the notice of meeting to which the proxy relates) before:
(a) the time for holding the general meeting or adjourned general meeting at which the appointee proposes to vote; or
(b) the taking of a poll on which the appointee proposes to vote.
24.2 The Company receives an appointment of a proxy and any power of attorney or other authority under which it was executed when they are received at:
(a) the Company's registered office;
(b) a facsimile number at the Company's registered office; or
(c) a place, facsimile number or electronic address specified for that purpose in the notice of meeting.
A vote cast in accordance with an appointment of proxy or power of attorney is valid even if before the vote was cast the appointor:
(a) died;
(b) became mentally incapacitated; or
(c) revoked the proxy or power,
unless any written notification of the death, unsoundness of mind or revocation was received by the Company before the relevant general meeting or adjourned general meeting.
Appointment and removal of Directors
26.1 The initial Directors of the Company are the persons who have consented to act as directors and are set out in the Company's application for registration as a Company. Those persons hold office subject to the Constitution.
27. Appointment and removal of Directors
27.1 There will be not be less than five nor more than 14 Directors unless the Company in general meeting by resolution changes the maximum number.
27.2 The board of Directors shall comprise:
(a) The Dean of the Faculty of Engineering and Information Technologies, or such other person appointed by the Vice Chancellor of the University;
(b) the Executive Director of the Company from time to time;
(c) up to twelve independent Directors with engineering or other relevant training engaged in industry or the engineering profession with the expertise and experience (including without limitation in law and/or commerce) to provide proper stewardship and control of the Company, having regard to the University's responsibilities in relation to controlled entities, appointed by the University upon nomination by the board of Directors.
27.3 The University acting on reasonable grounds shall be entitled, at any time to, remove and replace as a Director any person referred to in clause 27.2.
27.4 Having regard to the University's responsibilities in relation to controlled entities, the Board shall possess the expertise and experience necessary to provide proper stewardship and control of the Company and shall comprise, where possible, at least some members who are not members of the Senate or members of staff, or students, of the University.
27.5 Directors may be appointed for a period of up to 5 years. In addition to meeting the requirements provided under this Constitution, the Board will consult the Vice-Chancellor of the University in relation to the appointment and re-appointment of all Directors.
28. Additional and casual Directors
28.2 A Director appointed under clause 28.1 will hold office until the next annual general meeting of the Company when the Director may be re-elected.
29.1 An independent Director must retire from office at the conclusion of the third annual general meeting after the Director was last elected.
29.2 A retiring independent Director will be eligible for re-election.
The office of a Director immediately becomes vacant if the Director:
(a) is prohibited by the Corporations Act from holding office or continuing as a Director;
(b) is liable to have a person appointed, under a law relating to the administration of estates of persons who through mental or physical incapacity are incapable of managing their affairs, to administer it, or becomes in the opinion of the Directors incapable of performing his or her duties;
(c) resigns by notice in writing to the Company; or
(d) is removed by a resolution of the Company;
(e) is absent from Directors' meetings for 6 consecutive months without leave of absence from the Directors;
(f) is directly or indirectly interested in any contract or proposed contract with the Company and fails to declare the nature of the interest as required by the Corporations Act; or
(g) is the Chief Executive Officer (or equivalent) of a Member that ceases to be a Member under clause 7.1.
Powers and duties of Directors
31. Powers and duties of Directors
31.2 The Board must at all times while the Company is a controlled entity of the University:
(a) adopt and evaluate their own governance principles;
(b) document and keep updated a corporate or business strategy containing achievable and measurable performance targets;
(c) ensure that a protocol is established regarding reporting by the Board to the Senate; and
(d) ensure the Company complies with all reasonable requirements of the University in respect of financial reporting and consolidation of the Company's and the University's financial statements.
31.3 Without limiting the generality of clause 31.1, and subject to the approval of the University, the Directors may exercise all the powers of the Company to:
(a) borrow money;
(b) charge any property or business of the Company;
(c) issue debentures or give any other security for a debt, liability or obligation of the Company or of any other person; and
(d) guarantee or to become liable for the payment of money or the performance of any obligation by or of any other person.
32.1 A Director may at any time, and the Secretary must on the request of a Director, call a Directors' meeting.
32.2 A Directors' meeting must be called on at least 48 hours written notice of a meeting to each Director and each Director's alternate.
32.3
It is not necessary to give notice of a meeting
of the Directors to an Australian resident whom the Secretary, when giving
notice to the other Directors, reasonably believes to be temporarily outside
32.6 Subject to clause 36, a Director who participates in a meeting held in accordance with this Constitution is taken to be present and entitled to vote at the meeting.
32.7 Clauses 32.4 to 32.5 apply to meetings of Directors' committees as if all committee members were Directors.
32.8 The Directors may meet together, adjourn and regulate their meetings as they think fit.
32.9 A quorum for meetings of Directors is five Directors, of whom at least one shall be a person referred to in clause 27.2 (a) or the alternate of that person save where the business to be transacted by the meeting is the approval by the meeting of the appointment by a Director of an alternate in which event the quorum for the meeting shall be any four Directors.
32.10 Where a quorum cannot be established for the consideration of a particular matter at a meeting of Directors, the chairperson may call a general meeting to deal with the matter.
32.11 Notice of a meeting of Directors may be given in writing, or the meeting may be otherwise called using any technology consented to by all the Directors.
33.1 Subject to clause 34, questions arising at a meeting of Directors are to be decided by a majority of votes of the Directors present and voting and, subject to clause 36, each Director has one vote.
33.2 The chairperson of a meeting does not have a casting vote in addition to his or her deliberative vote.
33.3 An Alternate Director has one vote for each Director for whom he or she is an alternate.
33.4 If the Alternate Director is a Director, he or she also has a vote as a Director.
34.1 The Board of Directors shall ensure that the Company does not undertake or materially vary a business plan without the written consent of the University and a majority vote of at least 75% of the votes cast by Directors present and entitled to vote on the matter
Unless the matter is addressed by a specific provision of the then current business plan, the Board of Directors shall ensure that the Company does not undertake any of the matters set out below without the written consent of the University and a majority vote of at least 75% of the votes cast by Directors present and entitled to vote on the matter:
(a) the sale or purchase of assets having a value greater than $100,000;
(b) the borrowing of, or entering into any borrowing arrangement in respect of, any amount;
(c) the making of any loan, credit facility, guarantee, or any other type of financial accommodation to any person otherwise than in the ordinary course of business and in accordance with the terms of this Constitution;
(d) departure from the accounting standards or principles prescribed by law for the preparation of its accounts or financial statements;
(e) the incorporation of a subsidiary or entry into any partnership, joint venture or agency agreement;
(f) any material commercial transaction between the Company and a related party of the Company (as defined in section 228 of the Corporations Act); and
(g) subject to paragraph (b), the incurring of a liability having a value greater than $150,000 other than on account of expenditure for which the Company has received a payment subject to the condition that it be applied on that account.
No payment will be made to any Director of the Company other than payment:
(a) of out of pocket expenses incurred by the Director in the performance of any duty as Director of the Company where the amount payable does not exceed an amount previously approved by the Directors of the Company;
(b) for any service rendered to the Company by the Director in a professional or technical capacity, other than in the capacity as Director, where the provision of the service has the prior approval of the Directors of the Company and where the amount payable is approved by the Directors of the Company and is not more than an amount which commercially would be reasonable payment for the service;
(c) of any salary or wage due to the Director as an employee of the Company where the terms of employment have been approved by the Directors of the Company; and
(d) relating to an indemnity in favour of the Director and permitted by section 199A of the Corporations Act or a contract of insurance permitted by section 199B of the Corporations Act.
36.1 No contract made by a Director with the Company and no contract or arrangement entered into by or on behalf of the Company in which any Director may be in any way interested is avoided or rendered voidable merely because of the Director holding office as a director or because of the fiduciary obligations arising out of that office.
36.2 No Director contracting with or being interested in any arrangement involving the Company is liable to account to the Company for any profit realised by or under any such contract or arrangement merely because of the Director holding office as a director or because of the fiduciary obligations arising out of that office.
36.3 A Director is not disqualified merely because of being a Director from contracting with the Company in any respect.
36.4 Subject to clause 34, a Director or a body or entity in which a Director has a direct or indirect interest may:
(a) enter into any agreement or arrangement with the Company;
(b) hold any office or place of profit other than as auditor in the Company; and
(c) act in a professional capacity other than as auditor for the Company,
and the Director or the body or entity can receive and keep beneficially any remuneration, profits or benefits under any agreement or arrangement with the Company or from holding an office or place of profit in or acting in a professional capacity with the Company.
36.5 A Director who has a material personal interest in a matter that is being considered at a Directors' meeting must not:
(a) be present while the matter is being considered at the meeting; or
(b) vote on the matter,
unless permitted by the Corporations Act to do so, in which case the Director may:
(c) be counted in determining whether or not a quorum is present at any meeting of Directors considering that contract or arrangement or proposed contract or arrangement;
(d) sign or countersign any document relating to that contract or arrangement or proposed contract or arrangement; and
(e) vote in respect of, or in respect of any matter arising out of, the contract or arrangement or proposed contract or arrangement.
36.6 A Director may be or become a director or other officer of, or otherwise interested in, any related body corporate or any other body corporate promoted by the Company or in which the Company may be interested as a vendor, shareholder or otherwise and is not accountable to the Company for any remuneration or other benefits received by the Director as a director or officer of, or from having an interest in, that body corporate.
36.7 To the extent permitted by law, a Director shall be entitled to disclose to the University to (at any time while such organisation is a Member) any information received in his or her capacity as a Director, including confidential information of the Company.
37.1 A Director may, with the approval of the Directors, appoint any person as his or her alternate for a period determined by that Director.
37.2 An Alternate Director is entitled to notice of Directors' meetings and, if the appointor is not present at a meeting, is entitled to attend, be counted in a quorum and vote as a Director.
37.3 An Alternate Director is an officer of the Company and is not an agent of the appointor.
37.4 The provisions of this Constitution which apply to Directors also apply to Alternate Directors.
37.5 The appointment of an Alternate Director:
(a) may be revoked at any time by the appointor or by the other Directors; and
(b) end automatically when the appointor ceases to be a Director.
37.6 Any appointment or revocation under this clause must be effected by written notice delivered to the Secretary.
38.1 The Directors may act even if there are vacancies on the board.
38.2 If the number of Directors is not sufficient to constitute a quorum at a Directors' meeting, the Directors may act only to:
(a) appoint a Director; or
(b) call a general meeting.
39.1 The Directors may by simple majority appoint, remove and replace an independent Director as chairperson of Directors' meetings (or, if there are no independent Directors, another Director) and may determine the period for which the chairperson shall hold office.
39.2 If no chairperson is appointed or if the chairperson is not present at any Directors' meeting within ten minutes after the time appointed for the meeting to begin, the Directors present must elect a Director to be chairperson of the meeting.
39.3 The Directors may elect up to two Directors as deputy chairpersons to act as chairperson in the chairperson's absence.
40.1 The Directors may delegate any of their powers, other than those which by law must be dealt with by the Directors as a board, to a committee or committees.
40.2 The Directors may at any time revoke any delegation of power to a committee.
40.3 At least one member of each committee must be a Director.
40.4 A committee must exercise its powers in accordance with any directions of the Directors and a power exercised in that way is taken to have been exercised by the Directors.
40.5 A committee may be authorised by the Directors to sub‑delegate all or any of the powers for the time being vested in it.
40.6 Meetings of any committee of Directors will be governed by the provisions of this Constitution which deal with Directors' meetings so far as they are applicable and are not inconsistent with any directions of the Directors. The provisions apply as if each member was a Director.
41.2 For the purposes of clause 41.1, separate copies of a document may be used for signing by Directors if the wording of the resolution and statement is identical in each copy.
41.3 Any document referred to in this clause may be in the form of a facsimile or electronic transmission.
41.4 The minutes of Directors' meetings must record that a meeting was held in accordance with this clause.
41.5 This clause applies to meetings of Directors' committees as if all members of the committee were Directors.
42. Validity of acts of Directors
If it is discovered that:
(a) there was a defect in the appointment of a person as a Director, Alternate Director or member of a Directors' committee; or
(b) a person appointed to one of those positions was disqualified,
all acts of the Directors or the Directors' committee before the discovery was made are as valid as if the person had been duly appointed and was not disqualified.
43.1 The Directors must cause minutes to be made of:
(a) the names of the Directors present at all Directors' meetings and meetings of Directors' committees;
(b) all proceedings and resolutions of general meetings, Directors' meetings and meetings of Directors' committees;
(c) all resolutions passed by Directors in accordance with clause 41;
(d) all appointments of officers;
(e) all orders made by the Directors and Directors' committees; and
(f) all disclosures of interests made under clause 36.
43.2 Minutes must be signed by the chairperson of the meeting or by the chairperson of the next meeting of the relevant body.
43.3 The Company must keep all registers required by this Constitution and the Corporations Act.
44.2 Without limiting clause 44.1 the Directors may:
(b) delegate to any person appointed under clause 44.2(a) any of the powers, authorities and discretions which may be exercised by the Directors under this Constitution,
on any terms and subject to any conditions determined by the Directors.
44.3 The Directors may at any time revoke or vary any delegation under this clause.
45. Appointment of attorneys and agents
45.1 The Directors may from time to time by resolution or power of attorney executed in accordance with section 127 of the Corporations Act appoint a person in accordance with clause 45.2 to be the attorney or agent of the Company:
(a) for the purposes;
(b) with the powers, authorities and discretions (not exceeding those exercisable by the Directors under this Constitution);
(c) for the period; and
(d) subject to the conditions,
determined by the Directors.
45.2 An appointment by the Directors of an attorney or agent of the Company may be made in favour of:
(a) any member of any local board established under this Constitution;
(b) any company;
(c) the members, directors, nominees or managers of any company or firm; or
(d) any fluctuating body of persons whether nominated directly or indirectly by the Directors.
45.3 A power of attorney may contain such provisions for the protection and convenience of persons dealing with an attorney as the Directors think fit.
45.4 An attorney or agent appointed under this clause may be authorised by the Directors to sub-delegate all or any of the powers authorities and discretions for the time being vested in it.
46.1 If required by the Corporations Act, there must be at least one secretary of the Company appointed by the Directors, in consultation with the University, for a term and at remuneration and on conditions determined by them.
46.2 The Secretary is entitled to attend and be heard on any matter at all Directors' and general meetings.
46.3 The Directors may, subject to the terms of the Secretary's employment contract, suspend, remove or dismiss the Secretary.
If the Company has a Seal:
(a) the Directors must provide for the safe custody of the Seal;
(b) the Seal must not be used without the authority of the Directors or a Directors' committee authorised to use the Seal;
(c) every document to which the Seal is affixed must be signed by a Director and be countersigned by another Director, the Secretary or another person appointed by the Directors to countersign the document.
If the Company has a Seal, the Company may have one or more duplicate seals of the Seal each of which:
(a) must be a facsimile of the Seal with 'Duplicate Seal' on its face;
(b) must not be used except with the authority of the Directors.
49.1 Except as otherwise required by the Corporations Act, the Directors may determine whether and to what extent, and at what times and places and under what conditions, the financial records and other documents of the Company or any of them will be open for inspection by Members other than Directors.
49.2 Except as otherwise required by the Corporations Act, a Member other than a Director does not have the right to inspect any financial records or other documents of the Company unless the Member is authorised to do so by a court order or a resolution of the Directors.
50.1 Notice may be given by the Company to any person who is entitled to notice under this Constitution:
(a) by serving it on the person; or
(b) by sending it by post, facsimile transmission or electronic notification to the person at the person's address shown in the Register or the address supplied by the person to the Company for sending notices to the person.
50.2 A notice sent by post is taken to be served:
(a) by properly addressing, prepaying and posting a letter containing the notice; and
(b) on the day after the day on which it was posted.
50.3 A notice sent by facsimile transmission or electronic notification is taken to be served:
(a) by properly addressing the facsimile transmission or electronic notification and transmitting it; and
(b) on the day after its despatch.
50.5
A Member whose address recorded in the Register
is not in
50.6 A certificate in writing signed by a Director, Secretary or other officer of the Company that a document or its envelope or wrapper was addressed and stamped and was posted is conclusive evidence of posting.
50.7 Subject to the Corporations Act the signature to a written notice given by the Company may be written or printed.
50.8
All notices sent by post outside
51. Persons entitled to notice
51.1 Notice of every general meeting must be given to:
(a) every Member;
(b) every Director and Alternate Director; and
(c) any Auditor.
51.2 No other person is entitled to receive notice of a general meeting.
52.1 The Directors must cause the Company to keep written financial records in relation to the business of the Company in accordance with the requirements of the Corporations Act.
52.2 The Directors must cause the financial records of the Company to be audited in accordance with the requirements of the Corporations Act.
53.1 If the Company is wound up:
(a) each Member; and
(b) each person who has ceased to be a Member in the preceding year,
undertakes to contribute to the property of the Company for the:
(c) payment of debts and liabilities of the Company (in relation to clause 53.1(b), contracted before the person ceased to be a Member) and payment of costs, charges and expenses of winding up; and
(d) adjustment of the rights of the contributories amongst themselves,
the amount of $2.00.
53.2 If any surplus remains following the winding up of the Company, the surplus will not be paid to or distributed amongst Members, but will be given or transferred to another corporation which has objects consistent with or similar to the Company’s objects and which, by its constitution, is:
(a) required to pursue charitable purposes only;
(b) required to apply its profits (if any) or other income in promoting its objects; and
(c) prohibited from making any distribution to its members or paying fees to its directors (other than in circumstances contemplated by clause 35),
such corporation to be determined by the Members at or before the winding up and in default, by application to the Supreme Court of New South Wales for determination.
54.2 The amount of any indemnity payable under clauses 54.1(a) or 54.1(b) will include an additional amount (GST Amount) equal to any GST payable by the officer being indemnified (Indemnified Officer) in connection with the indemnity (less the amount of input tax credit claimable by the Indemnified Officer in connection with the indemnity). Payment of any indemnity which includes a GST Amount is conditional upon the Indemnified Officer providing the Company with a GST tax invoice for the GST Amount.
54.3 For the purposes of this clause, officer means:
(a) a Director; or
(b) a Secretary.