PCYC Constitution

Financial year means the 12 months commencing 1 January in any year.

Member means a person who is registered as a Member in the register of Company Members.

NSW Police means the NSW Police Force.

Secretary means the person or persons appointed to that office by the Board of Directors in accordance with this Constitution.

State means the State of New South Wales.

the Minister means the NSW Minister for Police.

Youth Representatives means the persons appointed in that role by the Board of Directors in accordance with this Constitution.

2.2       Interpretation

(a)        The singular includes the plural and vice versa.

(b)       One gender includes any gender.

(c)       Words or expressions defined in the Act have those meanings.

(d)       Headings are for convenience only, and do not affect interpretation.

(e)       A reference to:

(i)        a party includes its administrators, successors, substitutes by novation and assigns;

(ii)       any legislation includes legislation varying consolidating or replacing that legislation and includes all regulations or other instruments issued under that legislation;

(iii)      a person includes a body incorporated or unincorporated, partnership or any legal entity; and

(iv)      a document or agreement, or a provision of a document or agreement, is to that document, agreement or provision as amended, supplemented, replaced or novated.

3          Objects of the Company

3.1       Objects

The principal object of the Company is to promote the welfare of children and young people and the development of children and young people as responsible citizens with a particular emphasis on  undertaking and supporting individual and social activities that address the disadvantage and other risk factors that harm young people and their development.  The principal object is to be achieved by:

(a)        providing programs, services and facilities enabling children and young people, primarily those who are disadvantaged or at risk of involvement in crime, to participate in sporting, artistic, educational and recreational activities;

(b)       supporting NSW Police to provide targeted youth crime reduction and prevention;

(c)       establishing clubs in suitable localities throughout the State to support the objects of the Company;

(d)       training leaders of clubs and other persons interested in the welfare of children and young people;

(e)       providing opportunities for young people to participate in the promotion of the objects of the Company;

(f)        bringing to the notice of citizens and NSW Police their responsibilities towards children and young people in the community;

(g)        providing an interface between NSW Police and the citizens of New South Wales, especially young people, which fosters mutual respect and understanding;

(h)       supporting NSW Police to implement community based policing programs;

(i)         founding, taking over or amalgamating with any other association, home or institution having similar objects to those of the Company and which prohibits the distribution of income and property among its members;

(j)         entering into any arrangement with any Government or authority to obtain any rights, privileges or concessions which the Company thinks advisable to obtain, and to carry out, exercise and comply with any of those arrangements; and

(k)       doing all other things incidental or conducive to the attainment of the specific objects in this Rule.

3.2       powers

Subject to the Act and this Constitution, the Company has all the powers of a natural person.

4          Application of income and property

4.1       promotion of objects

All income and property of the Company must be applied solely towards the promotion of the objects of the Company as set out in this Constitution, and no portion will be paid or transferred directly or indirectly by way of dividend, bonus or otherwise by way of profit to any Members of the Company.  No remuneration or other benefit will be given by the Company to any Member except for repayment of out-of-pocket expenses.  Nothing in this paragraph prevents payment:

(a)        for services actually rendered to the Company, including as an employee of the Company by any Member or Director or for goods and/or services supplied in the usual and ordinary way of business by any Member or Director;

(b)       of interest on money borrowed from any Member or Director at not more than commercial rates;

(c)       of rent for premises leased by any Member or Director to the Company provided that the rent is reasonable and proper;

(d)       of remuneration (including contributions for superannuation and retirement benefits) to Directors and fixed in accordance with this Constitution; or

(e)       of insurance premiums for Directors and officers as permitted by this Constitution.

5          Gift Fund

5.1       company to maintain gift fund

While the Company has deductible gift recipient status from the Australian Taxation Office, it will maintain, for the principal purpose of the Company, a fund called the Gift Fund, to which gifts of money or property for that purpose will be made, and to which any money received by the Company because of gifts is to be credited, and the Gift Fund will not receive any other money or property.

5.2       use of gifts

The Company will use gifts made to the Gift Fund and any money received because of gifts, only for the principal purpose of the Company.

5.3       disposal of gift fund

At the first occurrence of either the winding up of the Gift Fund or the revocation of the Company's endorsement under Sub-division 30-BA of the Income Tax Assessment Act 1997, the Company will transfer any surplus assets of the Gift Fund to an organisation which has similar objects to the Company and which is a deductible gift recipient for the purposes of any Commonwealth Taxation Act, nominated:

(a)        by the Members at or before the time of dissolution; or

(b)       if the Members do not nominate an organisation, by the Chief Judge of the Equity Division of the Supreme Court of New South Wales or any other Judge of that Court who may have or acquire jurisdiction in the matter.

5.4       compliance of gift fund

Any other provisions that are required from time to time in order to maintain the status of the Company as a Company to which gifts can be deducted under the Income Tax Assessment Act 1997 are deemed to form part of this Constitution.

6          Winding up

6.1       contribution of members

If the Company is wound up, each Member of the Company undertakes to contribute to the assets of the Company an amount not exceeding $100 for payment of the debts and liabilities of the Company, including the costs of the winding up.  This undertaking continues for 1 year after a Member ceases to be a Member of the Company.

6.2       Distribution of Property

Subject to Rule 5, if the Company is wound up or dissolved and there is property remaining after the satisfaction of the debts and liabilities of the Company, that property will not be paid to or distributed among Members, but will be given or transferred to any organisation which has similar objects to the Company and which is a deductible gift recipient for the purposes of any Commonwealth Taxation Act (a qualifying organisation) as follows:

(a)        to a qualifying organisation nominated by the Members at or before dissolution; or

(b)       if the Members do not nominate an organisation, then to a qualifying organisation nominated by the Chief Judge of the Equity Division of the Supreme Court of New South Wales or any other Judge of that Court who may have or acquire jurisdiction in the matter.

7          Clubs

(a)        The Board will establish Clubs to provide opportunities for community members to participate in the promotion of the objects of the Company and as a means of providing programs, services and facilities to young people.

(b)       The Board will establish policies and rules for the establishment, management and cessation of Clubs.

8          Membership of the Company

8.1       Members

The Members of the Company will be the Directors as appointed from time to time.

9          Register of Members

9.1       secretary to maintain register

It will be the responsibility of the Secretary to keep and maintain a register of Members in which the full name and address and date of admission to or cessation of Membership will be entered.  The register of Members will be available for inspection by Members at the registered office of the Company.

9.2       members to notify change of details

Each Member must notify the Secretary in writing of any change in their address within 1 month of the date of the change.

10        Rights of Members

10.1     membership not transferable

The rights and privileges of a Member will not be transferable during that person's lifetime, and will cease upon that person ceasing to be a Member whether by death, retirement or otherwise.

10.2     no membership fee payable

No entrance fee, annual subscription or other fees will be payable by Members in respect of their membership.

11        Retirement or removal of Members

11.1     termination of membership

Any person will automatically cease to be a Member if they cease to be a Director.

12        Meetings of Members

12.1     Use of Technology

Meetings of Members may be held at 2 or more venues, using any technology that gives the Members as a whole a reasonable opportunity to participate.  The Members may meet in person or by any telephonic or electronic means of conferring.

12.2     convening of meetings

(a)        An Annual General Meeting of the Members of the Company will be held and convened in accordance with the Act.

(b)       General meetings of the Company may be called by the Directors at any time.

(c)       General meetings of the Company will be called by the Directors, as provided in the Act, on a requisition of at least 5% of the Members of the Company, stating the object of the proposed meeting.

12.3     notice of meeting

Unless the Members agree to a shorter period, the Company will give the Members not less than 21 days notice of a general meeting of Members.

12.4     contents of notice

A notice of general meeting will specify:

(a)        the place, day and time of the meeting;

(b)       in the case of special business, the general nature of that business; and

(c)       the day and time before (but not more than 48 hours before) the meeting when attendance and voting rights for the meeting (and any adjournment for less than 21 days) will be fixed.

12.5     failure to give notice

Subject to the Act, the accidental failure to give notice of any meeting or the non‑receipt of that notice by any Member will not invalidate any resolution passed at that meeting.

12.6     Notice of adjourned meeting in certain circumstances

Whenever a general meeting is adjourned for 21 days or more, the Company will give the Member at least 3 days' notice of the time and place of the adjourned meeting.

13        Written resolutions of Members

13.1     no MEETING required

The Company may pass a resolution by circulating it, and if all of the Members have signed a document containing the resolution of the Members, the resolution is passed on the day and at the time the last Member signs the document.

13.2     multiple copies

Two or more separate documents containing statements in identical terms, each of which is signed by 1 or more Members, will together be deemed to constitute 1 document containing a statement in those terms signed by those Members on the respective days on which they signed the separate documents.

14        Procedures at general meetings

14.1     Quorum

(a)        No business will be transacted at a general meeting unless a quorum is present at the time when the meeting proceeds to business.

(b)       A quorum for a general meeting is 5 Members present personally and not by proxy.

14.2     If quorum absent

If a quorum is not present within half an hour after the time appointed for the meeting:

(a)        where the meeting was convened upon the requisition of Members - the meeting will be dissolved; or

(b)       in any other case:

(i)        the meeting stands adjourned to the day, time and place that the Members present determine, or if no determination is made by the Members present, to the same day in the next week at the same time and place; and

(ii)       if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting:

(1)       a quorum will be 3 Members; or

(2)       where less than 3 Members are present, the meeting will be dissolved.

14.3     chairperson of meeting of members

(a)        If present, the Chairperson of Members will chair every general meeting.

•(b)       If the Chairperson of Members is absent, the Members present will elect 1 of their number as chairperson.

15        Adjournment of meetings

15.1     Power to Adjourn

The Chairperson of Members may with the consent of any meeting at which a quorum is present, and must if directed by the meeting, adjourn the meeting from time to time and from place to place, but no business will be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

15.2     Notice of Adjourned Meeting

When a meeting is adjourned for 30 days or more, notice of the adjourned meeting must be given, as in the case of an original meeting.

15.3     Where Notice not Required

Except as provided by Rule 15.2, it is not necessary to give notice of any adjournment or of the business to be transacted at an adjourned meeting.

16        Voting at meetings

16.1     voting

At any general meeting, a resolution put to the vote of the meeting will be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded:

(a)        by the Chairperson of Members; or

(b)       by at least 3 Members present in person or by proxy.

16.2     Declaration by chairperson that resolution carried

Unless a poll is demanded, a declaration by the Chairperson of Members that a resolution has on a show of hands been carried or carried by a particular majority, or lost, and an entry to that effect in the book containing the minutes of the proceedings of the Company, is conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.

16.3     casting vote

In the case of an equality of votes, whether on a show of hands or on a poll, the Chairperson of Members of the meeting at which the show of hands takes place or at which the poll is demanded, will have a casting vote in addition to his or her deliberative vote.

16.4     member may vote in person or by proxy

At meetings of Members, each Member entitled to vote may vote in person or by proxy.

16.5     Number of votes

On a show of hands or on a poll, every Member present in person or by proxy has 1 vote.

16.6     Conduct of poll

(a)        If a poll is demanded, it will be taken in the manner and (subject to Rule (d)), either at once or after an interval or adjournment or otherwise as the chair directs.

(b)       The result of the poll will be deemed to be the resolution of the meeting at which the poll was demanded.

(c)       The demand for a poll may be withdrawn.

(d)       A poll demanded on the election of a Chairperson of Members or on a question of adjournment will be taken immediately.

17        Proxies

17.1     right to appoint proxy

A Member may appoint a person to attend and vote for that Member at a general meeting.  A proxy may be appointed for all meetings or for any number of meetings or for a particular purpose.

17.2     proxy will be written

An instrument appointing a proxy:

(a)        will be in writing signed by the appointor or the appointor's attorney; and

(b)       may contain directions as to the manner in which the proxy is to vote in respect of a particular resolution or resolutions, and in that case, the proxy may only vote on that resolution as directed.

17.3     form of proxy

An instrument appointing a proxy will be in the form that the Directors may prescribe or accept.

17.4     proxy form to be deposited before meeting

To be valid, an instrument appointing a proxy must be lodged with the Secretary prior to the holding of the meeting to which it relates.

17.5     validity of proxy

A vote in accordance with the terms of an instrument of proxy is valid, notwithstanding the previous death or unsoundness of mind of the principal, or the revocation of the instrument, if the Company has not received notice in writing of the death, unsoundness of mind or revocation, at its registered office, before the start of the meeting or adjourned meeting, at which the instrument is used.

18        Appointment and removal of Directors

18.1     Directors

The Board will comprise 11 Directors, appointed in accordance with this Constitution.

18.2     Appointment to board

The Board will be comprised as follows:

(a)        7 Directors appointed by the Minister; and

(b)       4 Directors appointed by means of election by the Presidents of the Club Committees from the members of the Club Committees.

18.3     Directors appointed by minister

The 7 Directors appointed by the Minister will include the following:

(a)        the Commissioner of the New South Wales Police Service or the Commissioner's nominee; and

(b)       6 nominees having skills in any of the areas of financial management, youth service management, crime prevention skills, strategic planning and business.

18.4     Directors appointed by election

The Board will ensure that policies and procedures and an electoral system are in place to provide for the appointment of Directors pursuant to Rule 18.2(b).

18.5     ChairPERSON

The Chairperson of the Board will be appointed by the Minister from amongst the 7 Directors appointed under Rule 18.2(a).

18.6     Vacancies

(a)        If there is a vacancy in the office of a Director appointed by the Minister under Rule 18.2(a), the vacancy will be filled by a person appointed by the Minister in accordance with Rule 18.2(a).

(b)       The Board has the power to appoint any President of a Club Committee to the Board from time to time to fill a casual vacancy of the Directors elected under Rule 18.2(b).  At no time will the total number of Directors exceed the maximum number under this Constitution.  Any person appointed to fill a casual vacancy will hold office until the expiry of the original term for the position vacated. 

18.7     Term of appointment

(a)        The Directors appointed by the Minister under Rule 18.2(a) will hold office for 3 years or any lesser term that the Minister specifies, and will be eligible for reappointment by the Minister on the expiration of that period.

(b)       The Directors elected under Rule 18.2(b) will hold office for 3 years, and will be eligible for re‑election as a Director, provided that at the time of nomination, the person is a President of a Club Committee.

18.8     Termination

The office of a Director will be vacated if the Director:

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

(b)       is prohibited from being a director of a company because of an order made under the Act;

(c)       becomes of unsound mind or physically or mentally incapable of performing the functions of that office;

(d)       is absent for 3 consecutive meetings of the Board or from more than 50% of Board meetings in any 1 year without special leave of absence, and the Board resolves that his or her office be vacated;

(e)       resigns from office by notice to the Company; or

(f)        is removed from office under Rule 18.9.

18.9     Removal of Directors

(a)        Provided that the steps referred to in sub-rule (c) have been complied with, the Board may, by ordinary resolution, recommend to the Minister that any Director appointed by the Minister under Rule 18.2(a) be removed before the expiration of that Director's term. The Minister may, at the Minister's discretion, remove the Director in accordance with the Board's recommendation.

(b)       Provided that the steps referred to in sub-rule (c) have been complied with, the Board may, by majority vote, remove any Director elected under Rule 18.2(b) before the expiration of that Director's term.

(c)       A resolution to remove a Director, or a resolution recommending that the Minister remove a Director, must not be passed by the Board unless the Director has been given notice in writing of the allegations, and has been given an opportunity to respond to the Board.  The opportunity to be heard will not apply if a Director ceases to hold office under Rule 18.8.

18.10   director may be re‑appointed

Subject to Rule 18.7(b), a Director who retires from office due to expiry of their term will be eligible for re-appointment.

19        Appointment of Youth Representatives

19.1     THE BOARD TO APPOINT YOUTH REPRESENTATIVES

The Board will appoint one male club member and one female club member both between the ages of 16 and 25 as Youth Representatives.

19.2     the role of youth representatives

The role of Youth Representatives is to provide a vehicle for the views of young people to be express during Board deliberations.

19.3     procedures for nomination etc

The Board will determine policies and procedures for the nomination, appointment and removal of Youth Representatives.

19.4     ATTENDANCE AT BOARD MEETINGS

Youth Representatives attend Board Meetings on invitation from the Board.  The Board has the discretion to exclude Youth Representatives from any Board meeting or any part of a Board meeting.

19.5     YOUTH REPRESENTATIVES ARE NOT BOARD MEMBERS

Youth Representatives are not members of the Board and are not entitled to vote at a Board Meeting.

19.6     TERM OF office of YOUTH REPreSENTATIVES

(a)        Each Youth Representative will hold office for 1 year or a lesser term if the Board specifies and will be eligible for re-appointment provided they are still a club member and aged between 16 and 25 at the time of re-appointment. 

20        Powers and duties of Directors

20.1     management of company

Subject to the Act and to any other provision of this Constitution, the business of the Company will be managed by the Board, which may exercise all powers of the Company that are not, by the Act or by this Constitution, required to be exercised by the Members.

20.2     specific board powers

In particular, but without derogating from the general powers conferred by clause 20.1, the Board will have power from time to time, but solely for carrying out the objects of the Company to:

(a)        establish or discontinue, or determine the name of, a Club in any location in the State;

(b)       formulate and from time to time revise policies and rules for the management, control and supervision of the Clubs, including policies and rules for the constitution of a Club Committee and rules for the use of premises, facilities and equipment;

(c)       formulate and from time to time revise policies and rules in relation to the suspension, censure and expulsion of club members.  Club members are not members of the Company for the purposes of the Act.

(d)       stipulate that every Club Committee will at all times operate in accordance with any rules and other directions of the Board from time to time;

(e)       dismiss an individual member, or some or all members, of a Club Committee if the Board is of the opinion that the conduct of any member of a Club Committee is, or has been, detrimental to the welfare or interests of Police & Community Youth Clubs;

(f)        relocate or sell Club premises; and

(g)        resolve from time to time to establish, amend or replace regulations relating to the functioning of the Company, its Clubs, employees and volunteers.

20.3     Report to minister

The Board will report annually to the Minister on the effectiveness of its program and on its priorities for the next 12 months.  The Board will seek the Minister's views on issues relating to the Company's fulfilment of its objects.

20.4     Signature of Cheques and other Negotiable Instruments

All cheques and other negotiable instruments must be signed, drawn, accepted or endorsed as the case may be, by any 2 Directors or in any other manner that the Board determines.

20.5     Minutes

(a)        The Board will record minutes of:

(i)        all appointments of officers of the Company;

(ii)       all names of Directors present at all meetings of the Company and of the Board; and

(iii)      all proceedings at all meetings of the Company and of the Board.

(b)       The minutes will be signed by the Chairperson of the meeting at which the proceedings were held or by the Chairperson of the next meeting.

21        Proceedings at meetings of Directors

21.1     meetings of directors

The Directors may meet together to deal with the business of the Company and adjourn and otherwise regulate their meetings as they think fit.  The Directors may meet in person or using any technology that gives all of the Directors a reasonable opportunity to participate.

21.2     Convening meeting

Three Directors may at any time, and the Secretary will on the requisition of 3 Directors, convene a meeting of the Directors.

21.3     majority decisions

Questions arising at a meeting of Directors will be decided by a majority of votes of Directors present and voting, and any decision will for all purposes be deemed a decision of the Directors.

21.4     casting vote

In the case of an equality of votes, the Chairperson, in addition to his or her deliberative vote (if any), has a casting vote.

21.5     quorum

(a)        At a meeting of Directors, 5 Directors, or any other number that has been previously determined by the Board (but not less than 3), are necessary to form a quorum.

(b)       If a quorum is not present within half an hour of the time fixed for the meeting, the meeting will be adjourned to the day, time and place that the Directors who are present determine.

(c)       If at the adjourned meeting a quorum is not present within half an hour of the time appointed for the meeting:

(i)        the members present (being not less than 3) will be a quorum; or

(ii)       where a quorum is not present, the meeting will be dissolved.

21.6     vacancies

If there are any vacancies in the Directors, the remaining Directors may act so long as the Company has at least 3 Directors.  If there are less than 3 Directors, the continuing Directors may act for the purpose of increasing the number of Directors to 3 or convening a general meeting of the Company but for no other purpose.

21.7     ChairPerson to preside

The Chairperson will preside at every meeting of the Board, or if there is no Chairperson or if at any meeting the Chairperson is not present within 15 minutes of the time appointed for the meeting, then the Directors may choose one of their members to be Chairperson of the meeting.

22        Directors' interests

22.1     declaration of interests

A Director who:

(a)        is in any way interested in a contract or proposed contract with the Company; or

(b)       holds any office or possesses any property as a result of which duties or interests might be created that are directly or indirectly in conflict with that Director's duties or interests as a Director,

must declare the nature and extent of the interest or conflict at the first Board meeting held after the relevant facts come to the Director's knowledge.  Where a Director's interest relates to their employment or professional business and is of a confidential nature, then to the extent possible, the Director must declare the nature and extent of their interest and must also advise the Board of the reasons why he or she is not able to fully disclose the nature or extent of their interest.

22.2     director interested in a matter

Each Director must comply with the Act in relation to being present, and voting, at a Board meeting that considers a matter in which the Director has a material personal interest.  Subject to the Act:

(a)        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;

(b)       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;

(c)       the Director may be counted in a quorum at a Board meeting that considers, and may vote on, matters involving the agreement; and

(d)       if disclosure under Rule 22.1 is made before the agreement is entered into:

(i)        the Director may retain benefits under the agreement even though the Director has an interest in the agreement; and

(ii)       the Company cannot avoid the agreement merely because of the existence of the interest.

23        Delegation of Board powers

23.1     delegation to a committee or attorney

(a)        The Board may from time to time for any purpose that it thinks desirable, delegate any of its powers (provided they are not duties imposed on the Board by the Act or the general law) to:

(i)        the Chief Executive Officer or to any other executive or officers of the Company as the Board thinks appropriate;

(ii)       a committee, which may be made up of people who are not Directors; or

(iii)      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 Act.  The Board must always give clear instructions as to the terms of any delegation.  Powers delegated must be exercised in accordance with any directions of the Board.

(b)       A committee may meet and adjourn as it thinks appropriate.

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

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

23.2     terms of delegation

(a)        A delegation of powers under Rule 23.1 may be:

(i)        made for a specified period or without specifying a period; and

(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.

24        Resolutions of Directors

24.1     written resolution

If all of the Directors have signed a document containing a resolution of the Directors, the resolution is passed on the day and at the time the document is last signed by a Director.

24.2     multiple copies

For the purposes of Rule 24.1, 2 or more separate documents containing statements in identical terms each of which is signed by 1 or more Directors, will together be deemed to constitute 1 document containing a statement in those terms signed by those Directors on the respective days on which they signed the separate documents.

24.3     entitlement to vote

A reference in Rule 24.1 to all the Directors does not include a reference to a Director who, at a meeting of Directors, would not be entitled to vote on the resolution.

24.4     Validity of acts

All acts of any meeting of the Directors, or of a sub-committee of Directors, or by any person acting as a Director, are valid as if the person had been duly appointed and was qualified to be a Director or to be a member of the sub-committee, notwithstanding that it is afterwards discovered that there was some defect in the appointment of a person to be a Director or a member of the sub-committee, or to act as a Director, or that a person so appointed was disqualified.

25        Remuneration of Directors

25.1     directors may receive remuneration

The Directors may, if the Board decides, be paid as remuneration for their services, the aggregate annual sum that is fixed by the Board from time to time.

25.2     directors' expenses

The Directors will be paid all travelling and other out-of-pocket expenses properly incurred by them in relation to their role as a Director.

26        Secretary

The Directors must appoint at least 1 Secretary.

27        Seal and signature of documents

27.1     use of common seal

Any common seal and duplicate seal may only be used with the authority of the Board.  The Board must not authorise the use of a seal that does not comply with the Act. The Board will provide for the safe custody of the common seal.

27.2     fixing seal to documents

The fixing of the common seal or any duplicate seal to a document must be witnessed:

(a)        by 2 Directors;

(b)       by 1 Director and 1 Secretary; or

(c)       by any other signatories or in any other way (including the use of facsimile signatures) authorised by the Board.

27.3     signature of documents

Except where the Board resolves to use the common seal, all documents to be signed on behalf of the Company will be signed by 2 Directors or in any other way authorised by the Board.

28        Accounts and audit

28.1     company must keep accounts

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

(a)        correctly record and explain the Company's 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.

28.2     financial reporting

The Board must cause the Company to prepare a financial report and a Director's report that comply with the Act, and must report to the Members in accordance with the Act no later than any deadline set by the Act.

28.3     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 Act.

29        Notices

29.1     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:

(i)        delivered personally;

(ii)       sent by pre-paid maid (by airmail, if the addressee is overseas) to that person's address;

(iii)      sent by fax to the fax number (if any) nominated by that person; or

(iv)      sent by electronic message to the electronic address (if any) nominated by that person.

29.2     When notice is given

(a)        A notice to a person by the Company is regarded as given and received:

(i)        if it is delivered personally or sent by fax or electronic message:

(1)       by 5.00 p.m. (local time in the place of receipt) on a business day - on that day; or

(2)       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

(ii)       if it is sent by mail:

(1)       within Australia - 3 business days after posting; or

(2)       to a place outside Australia - 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.

29.3     Business days

For the purposes of Rule 29.2, a business day is a day that is not a Saturday, Sunday or public holiday in the place to which the notice is sent.

29.4     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.

30        Indemnity and insurance

30.1     indemnity

Subject to the Act, the Company must, to the extent the person is not otherwise indemnified, indemnify every officer (as defined in the Act) of the Company and may indemnify its auditor against a liability:

(a)        incurred, in their respective capacities, to the Company, to a related body corporate or to a person other than the Company (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 or is for a pecuniary penalty order or compensation under the Act; and

(b)       for costs and expenses incurred by the officer or auditor 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 Act.

30.2     insurance

Subject to the Act, the Company may enter into and pay premiums on a contract of insurance in respect of any person, to the fullest extent permitted by the Act.

30.3     former officers

The indemnity in favour of officers under Rule 30.1 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.

31        By-laws

The Directors may from time to time make and vary by-laws in relation to the Company and its business that are not inconsistent with this Constitution.

32        Amendment of Constitution

This Constitution may be varied or amended from time to time by the Members in accordance with the Act, subject to the approval of the Minister.