Corporations Act 2001 (Commonwealth) A Company Limited by Guarantee CONSTITUTION BEYOND BLUE LIMITED ACN Legal\

Transcription

1 Corporations Act 2001 (Commonwealth) A Company Limited by Guarantee CONSTITUTION of BEYOND BLUE LIMITED ACN Legal\

2 Contents 1. Definitions, interpretation and status... 1 Legal\ Definitions Interpretation Application of Corporations Act Replaceable rules Company limited by guarantee Objects of the Company No distribution Membership Members Membership not transferable Certificates Member's entitlement to Certificates Issuing of Certificates Duplicate Certificates Closure of register Contributions Cessation of membership Resignation Non-compliance with Constitution or misconduct Cancellation of forfeiture Cessation of membership Continuing liability Variation of class rights Meetings of members Calling meetings of Members Annual general meetings Notice of Members' meetings Contents of notice Failure to give notice Notice of adjourned meeting Persons entitled to notice of meeting of Members Persons entitled to attend meetings of Members Postponement or cancellation of meeting Meeting of Members at more than one place Proceedings at meetings of members Business of annual general meeting Special business Quorum Chairperson Members Observer Voting: show of hands or poll Questions decided by majority Declaration by chairperson of resolution's result Conduct of poll... 12

3 Legal\ Adjournment of meetings of Members General conduct of meetings Written resolutions of Members Votes at meetings of Members Number of votes No vote if Membership Rights forfeited Objections to qualification to vote Proxy not to vote if Member present No vote if contrary to Corporations Act Proxies Right to appoint proxy or attorney Form of proxy or attorney Directors or chairperson decide validity Authority conferred on proxy or attorney Deposit of power of attorney and proxy form before meeting Vote by proxy valid notwithstanding intervening event How proxy is to vote Failure to name appointee Representatives of Members Appointment Powers Evidence of appointment or revocation Meetings of a class of Members Directors: appointment and removal Number of Directors Limited ability of Directors to act during vacancies Director need not be Member Appointment and Removal of Directors Period of Appointment Resignation of Directors Vacation of office of Director Chief Executive Officer and Executive Directors Appointment of Chief Executive Officer Removal, suspension, replacement of absent Chief Executive Officer Retirement of Chief Executive Officer Executive Director or Chief Executive Officer ceasing to be an employee Powers of Chief Executive Officer and Executive Directors Powers of company and its directors Directors have powers of the Company Directors may not exercise Company's power to borrow etc Security from Company for Directors Directors may appoint attorney or agent Execution of negotiable instruments Remuneration of directors Fees for Directors Remuneration of Directors... 22

4 17.3 Payments on retirement, loss of office or death of Director Remuneration of Directors - extra services, payment of expenses and increases in fees Interests in staff funds Directors' contracts with company Director may hold other office of profit Contract not avoided when Director interested When Director may vote Director may act in professional capacity Director may affix Seal notwithstanding interest Disclosure of interest Record of disclosures by Directors Proceedings of directors Meetings of Directors Quorum for meetings of Directors Calling meetings of Directors Notice of meetings of Directors Meetings by using Technology Votes at meetings of Directors Casting vote for Chairperson Chairperson and Deputy Chairperson Board Observer Board Committees Defects in appointment or qualifications of Director Written resolutions of Directors Minutes Minutes of all proceedings to be kept Minutes to be signed Minutes to be presumed accurate Inspection of minutes of meetings of Members Secretary Appointment and removal of Secretary Acting Secretary Execution of documents Custody and use of Seal Execution with a Seal Execution without the Seal Signatures on Certificates Effect of execution Reserve funds Establishment and purpose of reserve funds Power to invest reserve funds Accounts Company to keep accounts Financial report to be laid before annual general meeting Copy of accounts to be sent Accounts conclusive Auditors: appointment and removal Legal\

5 26. Secrecy Members not entitled to discovery Officers of Company not to disclose information Notices Method of service of notices Notice by advertisement Time of service by post Time of service by facsimile transmission Time of service by electronic mail transmission Signatures on notices Calculation of notice period Winding up Winding Up - Timing Winding Up - Donation Fund Winding Up - Operating Surplus Indemnities and insurance Indemnity against liabilities Indemnity for costs and expenses Insurance Legal\

6 1. Definitions, interpretation and status 1.1 Definitions In this Constitution: "Address" means: in the case of a Member, the address of the Member in the Register; in the case of a Director or the auditors of the Company, such address of that person derived from information that is available to the public from the ASIC; or in the case of any Recipient, such address (if any) as notified in writing to the Company by the Recipient for the purpose of serving notice on that Recipient. "ASIC" means Australian Securities and Investments Commission. "Board" means the board of Directors of the Company. "Business Day" means a day which is not a Saturday, Sunday or public holiday in Melbourne, Victoria. "Certificate" means a certificate stating that a person is a Member. "Chairperson" means the chairperson of the Board elected in accordance with Article "Chief Executive Officer" means a person holding office as chief executive officer of the Company under Article "Commonwealth" means the Commonwealth of Australia. "Company" means Beyond Blue Limited ACN (or such other name as may be determined by the Members from time to time). "Corporations Act" means the Corporations Act 2001 (Commonwealth), except to the extent of any exemption, modification, declaration or order made in respect of that legislation which applies to the Company. "Corporation" means a body corporate, wherever incorporated. "Deputy Chairperson" means a person elected in accordance with Article "Director" means a director for the time being of the Company. "Eligible Beneficiary" means funds, authorities or institutions gifts to which are deductible under the item 1 of the table in section of the Tax Act for any purposes set out in the item of the table in Subdivision 30-B of the Tax Act that covers the fund, authority or institution. "Executive Director" means a Director who is an employee (whether full-time or part-time) of the Company or of any related body corporate of the Company. "Group Company" means the Company or a subsidiary of the Company.. "Member" means, subject to this Constitution, each of: Legal\

7 (e) (f) (g) (h) the Commonwealth; Victoria; the State of New South Wales; the State of Queensland; the State of South Australia; the State of Western Australia; the State of Tasmania; the Australian Capital Territory; and the Northern Territory of Australia. "Membership" means membership of the Company. "Membership Rights" means the rights and benefits conferred on a Member under this Constitution, including any right conferred in relation to general meetings or meetings of Members. "Non-Executive Directors" means all Directors other than Executive Directors. "Office" means the registered office for the time being of the Company. "Officer" has the meaning given to it in section 9 of the Corporations Act. "Prescribed Notice" means, in relation to a meeting, the Prescribed Period or such shorter period of notice allowed under the Corporations Act. "Prescribed Period" means 21 days. "Proceedings" means, in relation to a person, any proceedings (whether civil or criminal) in which it is alleged that the person has done or omitted to do some act, matter or thing: in his or her capacity as an Officer of a Group Company; or in the course of acting in connection with the affairs of a Group Company; or otherwise arising out of the person holding office as an Officer of a Group Company, including proceedings alleging that he or she was guilty of negligence, default, breach of trust or breach of duty in relation to a Group Company. "Recipient" means a Member or other person receiving notice from the Company under this Constitution. "Register" means the register of Members kept under the Corporations Act and, where appropriate, includes any branch register. "Representative" means a person appointed under Article 12. "Seal" means the common seal of the Company (if any). Legal\

8 "Secretary" means the secretary for the time being of the Company, and if there are joint secretaries, any one or more of such joint secretaries. "Tax Act" means the Income Tax Assessment Act 1997 (Commonwealth). "Technology" includes radio, telephone, closed circuit television or other electronic means or telecommunications device for audio or audio-visual communication. "Victoria" means the State of Victoria. 1.2 Interpretation In this Constitution: (e) (f) (g) (h) (j) headings are for convenience only and do not affect meaning; and unless the contrary intention appears: words importing the singular number include the plural number and vice versa; words importing any gender include all other genders; a reference to a person includes a corporation, a partnership, a body corporate, an unincorporated association and a statutory authority; where any word or phrase is given a defined meaning any other part of speech or grammatical form in respect of that word or phrase has a corresponding meaning; a reference to an Article or a Schedule is to an article or a schedule of this Constitution; any Schedule is part of this Constitution; a reference to this Constitution is to this Constitution (and where applicable any of its provisions) as amended, supplemented or replaced from time to time; a reference to any legislation or to any section or provision thereof includes any statutory modification, amendment or re-enactment or any statutory provision substituted for it; and any power, right, discretion or authority conferred upon any person or people under this Constitution may be exercised at any time and from time to time. 1.3 Application of Corporations Act Except so far as a contrary intention appears anywhere in this Constitution: an expression in a provision of this Constitution that deals with a matter dealt with by a provision of the Corporations Act has the same meaning as in that provision of the Corporations Act; and an expression in a provision of this Constitution that is defined in section 9 of the Corporations Act has the same meaning as in that section. 1.4 Replaceable rules Each of the provisions of the sections or sub-sections of the Corporations Act which would but for this Article 1.4 apply to the Company as a replaceable rule in accordance with section 135(1) of the Corporations Act is displaced and does not apply to the Company. Legal\

9 1.5 Company limited by guarantee The Company is a company limited by guarantee. Each Member undertakes to contribute an amount not exceeding $50 to the property of the Company if the Company is wound up: at a time when that Member is a Member; or within one year of the time that Member ceased to be a Member, for: (iii) (iv) (v) payment of the debts and liabilities of the Company contracted before that Member ceased to be a Member; payment of the costs, charges and expenses of winding up the Company; and adjustment of the rights of the contributories among themselves. 1.6 Objects of the Company The objects for which the Company is established are to: reduce the prevalence and impact of depression, anxiety and related disorders in the Australian community; and increase the capacity of the Australian community, including governments, service providers, business and community sectors, working together, to deal with depression, anxiety and related disorders. These objects may be achieved through activities and advocacy which: (iii) (iv) (v) (vi) develop promotion and prevention strategies to increase community awareness and understanding of depression, anxiety and related disorders and reduce associated stigma and discrimination; enhance professional training, development and support for general practitioners, allied health and welfare professionals and others providing services to people experiencing depression, anxiety and related disorders; commission and support research to enhance knowledge into the causes and consequences of depression and anxiety, trial new and innovative prevention, early detection, treatment and management activities for depression, anxiety and related disorders and disseminate information about best practice models of care; promote partnerships across health and other sectors to enhance responsiveness and support to all Australians who may experience or be at risk of experiencing depression, anxiety and related disorders. The Company will only apply the income and property of the Company in promoting the objects of the Company. Legal\

10 1.7 No distribution Subject to Article 1.7, the Company will not make any distributions to any Members, whether by way of dividends, surplus on winding up or otherwise. Article 1.7 does not prevent the payment in good faith by the Company to a Member of: (iii) (iv) reasonable remuneration to any Member in consideration for services rendered or goods supplied by that Member to the Company in the ordinary course of business; interest at a reasonable rate on money borrowed by the Company from that Member; reasonable rent for premises demised or let to the Company by that Member; or any other reasonable amount of a similar character to those described in this Article Membership 2.1 Members Subject to this Constitution, the members of the Company shall be the Members. 2.2 Membership not transferable Membership Rights are not transferable whether by operation of law or otherwise. 3. Certificates 3.1 Member's entitlement to Certificates Every Member will be entitled to one Certificate. 3.2 Issuing of Certificates Any Certificates will: be uniquely numbered; and be executed in a manner permitted under the Corporations Act as the Directors may determine. Subject to Article 3.3(iii), the Company will not charge a fee for issuing Certificates. 3.3 Duplicate Certificates If any Certificate is worn out or defaced, then on production of it to the Directors, the Directors may order it to be cancelled and the Company may issue a duplicate of it. If any Certificate is lost or destroyed, then on application by the Member accompanied by: Legal\

11 (iii) a statement in writing that the Certificate has been lost or destroyed; an undertaking in writing that if the Certificate is found or received by the Member it will be returned to the Company; and payment of a fee (not exceeding that prescribed in the Corporations Act) as the Directors determine, 4. Closure of register the Company will issue a duplicate of the certificate. The Register may be closed during such time or times as the Directors think fit provided that the Register is not closed for more than 30 days in aggregate in any calendar year. 5. Contributions The Company may receive payment of contributions from Members. Each Member shall make contributions to the Company in the amounts and at the times specified in the funding agreement entered into by the respective Member and the Company and in force from time to time. A Member shall not be required to make any additional payments to the Company other than payments to be made under any such funding agreement. 6. Cessation of membership 6.1 Resignation Subject to Article 6.1, a Member may at any time resign as a Member by giving the Company notice in writing. If there is only one Member and the Member gives proper notice of resignation or on the same day all of the Members give proper notice of resignation, the notice or notices will be ineffective and the Member or Members cannot resign until either another person is appointed as a Member or the Company is wound up. Subject to Article 6.1, a resignation under Article 6.1 is effective from the date the Company receives the notice. If a Member resigns, the Company must remove the Member's name from the Register. 6.2 Non-compliance with Constitution or misconduct If: a Member wilfully refuses or neglects to comply with the provisions of this Constitution; or the conduct of a Member appears to a majority of the Directors to be unbecoming of the Member or prejudicial to the interest of the Company, Legal\

12 the Directors may, subject to compliance with the remaining provisions of this Article 6.2, by resolution: (iii) (iv) (v) censure the Member; forfeit the Membership Rights of the Member; or expel the Member from the Company. A Member will be given at least seven days notice of the meeting of the Directors at which a resolution referred to in Article 6.2 is to be put. A notice under Article 6.2 must: specify the allegations against the Member; and state the proposed resolution. Before the passing of any resolution referred to in Article 6.2, a Member will have the opportunity of giving orally, or in writing, any explanation or defence the Member may think fit at the meeting referred to in Article Cancellation of forfeiture Where any Membership Rights have been forfeited under Article 6.2, the Directors may reinstate the Membership Rights on such terms as the Director thinks fit. 6.4 Cessation of membership A Member will cease to be a Member: if the Member resigns in accordance with Article 6.1; or if the Member is expelled under article Continuing liability The rights, duties, liabilities and obligations of a Member: arising under this Constitution; and whether or not existing at the date of the Member ceasing to be a Member or arising or crystallising after that date out of or by reason of facts or circumstances occurring or in existence at or before that date, will not be prejudiced, lessened or affected by that Member ceasing to be a Member. Without limiting the generality of Article 6.5, a Member ceasing to become a Member will not relieve a Member from any obligation to pay any contribution owing at the time of cessation. 7. Variation of class rights Subject to the Corporations Act and the rights of a particular class of Members, the Company may vary or cancel rights of Members in that class: Legal\

13 by a special resolution passed at a meeting of the Members included in that class; or with the written consent of Members who are entitled to at least 75% of the votes that may be cast by Members included in that class. Article 13 applies to a meeting held pursuant to Article7. 8. Meetings of members 8.1 Calling meetings of Members The Directors may call a meeting of Members whenever they think fit. The Directors will call and arrange a general meeting on the request of Members made in accordance with the Corporations Act. The Members may call and arrange to hold a general meeting as provided by the Corporations Act. 8.2 Annual general meetings Where the Corporations Act requires the Company to hold annual general meetings, the Company will hold those annual general meetings in accordance with the Corporations Act. 8.3 Notice of Members' meetings The Company must give to Members not less than Prescribed Notice of a meeting of Members. 8.4 Contents of notice A notice of a meeting of Members will: set out 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); subject to the Corporations Act, state the general nature of the business of the meeting; if a special resolution is to be proposed at the meeting, set out the intention to propose the special resolution and state the resolution; if a Member is entitled to appoint a proxy, contain a statement that: the Member has a right to appoint a proxy; and the proxy of a Member does not need to be a Member; and (e) set out or include any additional information or documents specified by the Corporations Act. 8.5 Failure to give notice Subject to the Corporations Act, the accidental omission to give notice of any meeting of Members to, or the non-receipt of that notice by, any of the Members will not invalidate any resolution passed at that meeting. Legal\

14 8.6 Notice of adjourned meeting Whenever a meeting of Members is adjourned for a period not exceeding the Prescribed Period, no further notice of the time and place of the adjourned meeting need be given by the Company. Whenever a meeting of Members is adjourned for a period exceeding the Prescribed Period, at least three days' notice of the time and place of the adjourned meeting will be given by the Company. 8.7 Persons entitled to notice of meeting of Members Notice of every meeting of Members (including an adjourned meeting referred to in Article 8.6) will be given in a manner authorised by Article 27 and in accordance with the Corporations Act to: (iii) (iv) every Member; every Director; every Member's Observer appointed in accordance with Article 10.5; and the auditors of the Company. Subject to the Corporations Act, no person other than those persons specified in Article 8.7 is entitled to receive notices of meetings of Members. 8.8 Persons entitled to attend meetings of Members All Members and Members' Observers are entitled to attend meetings of Members as well as any other persons entitled to attend under the Corporations Act. Subject to this Constitution, each Director is entitled to attend and speak at all meetings of Members. The chairperson of a meeting of Members may require any person to leave and remain out of any meeting of Members if that person, in the opinion of the chairperson, is not complying with his or her reasonable directions. 8.9 Postponement or cancellation of meeting The Directors may whenever they think fit postpone or cancel any meeting of Members other than a meeting called as a result of a request under Article Meeting of Members at more than one place A meeting of Members called in accordance with this Constitution may be held in two or more separate meeting places linked together by an instantaneous audiovisual communication device or any other Technology which, by itself or in conjunction with other arrangements: gives the Members as a whole in the separate meeting places a reasonable opportunity to participate in proceedings; enables the chairperson to be aware of proceedings in each such place; and Legal\

15 (iii) enables the Members in each such place to vote on a show of hands and on a poll. A Member present at one of the separate meeting places is taken to be present at the meeting of Members and entitled to exercise all rights which the Member is granted under this Constitution. Where a meeting of Members is held in two or more separate places pursuant to Article 8.10, that meeting will be deemed to have been held at one of those places as is determined by the chairperson of the meeting. 9. Proceedings at meetings of members 9.1 Business of annual general meeting The business of an annual general meeting is: to receive and consider the annual financial report and any other accounts, reports and statements as are required to be laid before the meeting; to determine the aggregate remuneration of the Non-Executive Directors for the purposes of Article 17.2; and to transact any other business which under this Constitution or the Corporations Act ought to be or may be transacted at an annual general meeting. 9.2 Special business All business transacted at an annual general meeting other than the matters specified in Article 9.1 and all business transacted at any other meeting of Members will be deemed special business. Subject to the Corporations Act, no person may move at any meeting of Members: any resolution (other than a resolution in the same terms as specified in the notice of meeting); or any amendment of a resolution, in respect of special business, unless the chairperson of the meeting approves. 9.3 Quorum A quorum for a meeting of Members is the Commonwealth, Victoria and one other Member (present in person or by proxy or attorney or by a Representative) who has the right to vote at that meeting. For the purposes of determining whether a quorum is present a Member who is present in their own capacity and as a proxy, attorney or Representative of another Member will be counted only once. No business can be transacted at any meeting of Members unless the requisite quorum is present at the commencement of the meeting. If a quorum is present at the beginning of a meeting of Members it is deemed present throughout the meeting unless the chairperson otherwise declares on the Legal\

16 chairperson's own motion or on the motion of a Member (present in person or by proxy or attorney or by a Representative). (e) If half an hour after the time appointed for a meeting of Members a quorum is not present: a meeting called by the Directors on a request of Members, or called by the Members as is provided by the Corporations Act, will be dissolved; and in any other case, the meeting will be adjourned to the date, time and place as the Directors may by notice to the Members appoint, but failing such appointment, then to the same day in the next week at the same time and place as the meeting adjourned. (f) If after half an hour from the time appointed for an adjourned meeting of Members, a quorum is not present, then the meeting will be dissolved. 9.4 Chairperson The Chairperson or, in the Chairperson's absence, the Deputy Chairperson (if any) will preside as chairperson at every meeting of Members. If: there is no Chairperson or Deputy Chairperson; or at any meeting of Members neither the Chairperson nor the Deputy Chairperson is present within 15 minutes of the time appointed for holding the meeting or willing to act as chairperson for all or part of that meeting, the Director present or, if more than one Director is present, a majority of those Directors present, may choose another Director as chairperson of the meeting of Members or part of that meeting (as the case may be). If no Director is present or if all Directors present decline to act as chairperson of all or part of a meeting of Members, the Members present may choose one of their number to be chairperson of that meeting or part of that meeting (as the case may be). In the case of an equality of votes at any meeting of Members, the chairperson of the meeting has a casting vote both on a show of hands and on a poll. 9.5 Members Observer Each of Victoria and the Commonwealth may from time to time appoint a person to attend Members' meetings (Members Observer). An appointment may relate to a specific Members' meeting or be a standing appointment. A Members Observer must be appointed in writing signed by or on behalf of Victoria or the Commonwealth (as the case may be). A copy of the appointment must be given to the Company at least 24 hours prior to the scheduled time of the relevant Members meeting. Subject to Article 9.5, a Members Observer is entitled to attend Members' meetings and is entitled to receive notice of Members' meetings in accordance with Article 8.7. Legal\

17 For the avoidance of doubt, a Members Observer is not a Member and is not entitled to vote at any Members' meeting or count in the quorum for any Members' meeting. Nor is a Members Observer entitled to speak at any Members' meeting unless invited to do so by the Chairperson. 9.6 Voting: show of hands or poll At any meeting of Members a resolution put to the vote of the meeting will be decided on a show of hands of Members (present in person or by proxy or attorney or by a Representative) unless: before a vote is taken; or before or immediately after the declaration of the result of the show of hands, a poll is demanded: (iii) (iv) by the chairperson; or by at least two Members, present in person or by proxy or attorney or by a Representative, having the right to vote at the meeting. No poll will be demanded on any resolution concerning the election of a chairperson of a meeting or the adjournment of any meeting. 9.7 Questions decided by majority Subject to the requirements of the Corporations Act in relation to special resolutions, a resolution will be taken to be carried if more votes are cast in favour of the resolution than against it. 9.8 Declaration by chairperson of resolution's result A declaration by the chairperson of a meeting of Members that a resolution has on a show of hands been carried or carried by a particular majority or lost or not carried by a particular majority and an entry to that effect in the book of proceedings of the Company will be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against that resolution. 9.9 Conduct of poll If a poll has been demanded under this Article 9, it will be taken: in such manner and at such time and place as the chairperson directs; and either at once or after an interval or adjournment or otherwise. The result of the poll will be deemed to be the resolution of the meeting of Members at which the poll was demanded. A demand for a poll may be withdrawn. A demand for a poll will not prevent the continuance of the meeting or the transaction of any business other than the resolution on which a poll has been demanded. Legal\

18 9.10 Adjournment of meetings of Members The chairperson must adjourn a meeting of Members from time to time and from place to place or close that meeting if the Members present with a majority of votes that may be cast at that meeting agree or direct the chairperson to do so. No business will be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place General conduct of meetings (e) Subject to the Corporations Act, the chairperson will be responsible for the general conduct of meetings of Members and for the procedures to be adopted at meetings of Members. The chairperson may make rulings or adjourn a meeting of Members without putting the question (or any question) to the vote if such action is required to ensure the orderly conduct of the meeting. The chairperson may require the adoption of any procedures which are, in the chairperson's opinion, necessary or desirable for the proper and orderly casting or recording of votes at any meeting of Members, whether on a show of hands or on a poll. The chairperson may determine conclusively any dispute concerning the admission, validity or rejection of a vote at a meeting of Members. The chairperson of a meeting of Members may refuse admission to, or require to leave and remain out of, the meeting any person: (iii) (iv) (v) in possession of a pictorial-recording or sound-recording device; in possession of a placard or banner; in possession of an article considered by the chairperson to be dangerous, offensive or liable to cause disruption; who refuses to produce or to permit examination of any article, or the contents of any article, in the person s possession; or who behaves or threatens to behave in a dangerous, offensive or disruptive manner. (f) (g) The chairperson may delegate the powers conferred by this Article to such person or persons as he or she thinks fit. Nothing contained in this Article 9.11 will be taken to limit the powers conferred on the chairperson by law Written resolutions of Members The Company may pass a resolution by the signing of a written record of that resolution by all Members. To the extent permitted by the Corporations Act, a requirement, right or power in these Articles to pass a resolution in general meeting will be satisfied by the Company passing a resolution in accordance with Article Legal\

19 10. Votes at meetings of Members 10.1 Number of votes On a show of hands, and on a poll at a meeting of Members: each Member (present in person or by proxy or attorney or by a Representative), other than the Commonwealth and Victoria, is entitled to one vote; and each of the Commonwealth and Victoria is entitled to two votes No vote if Membership Rights forfeited Notwithstanding Article 10.1, a Member will not be entitled to vote on any resolution, whether on a show of hands or on a poll, if: the Directors have forfeited the Membership Rights relating to that Member under Article 6.2; or the Membership Rights have not been reinstated under Article Objections to qualification to vote No objection to the qualification of any person to vote at a meeting of Members will be raised except at the meeting or adjourned meeting at which the vote objected to is given or tendered, and every vote not disallowed at that meeting is valid for all purposes. Any objection to the qualification of any person to vote at a meeting of Members made within the time referred to in Article 10.3 will be referred to the chairperson of the meeting, whose decision, made in good faith, is final and conclusive Proxy not to vote if Member present If a Member is present at a meeting of Members and a proxy or attorney for such Member is also present, the proxy or attorney is not entitled to speak at the meeting or vote on a show of hands or on a poll No vote if contrary to Corporations Act Notwithstanding anything contained in this Constitution to the contrary: a Member (present in person or by proxy or attorney or by a Representative) will not be entitled to vote; and the Company will disregard any vote purported to be cast by a Member (present in person or by proxy or attorney or by a Representative), on a particular resolution where such a vote is prohibited by the Corporations Act. Legal\

20 11. Proxies 11.1 Right to appoint proxy or attorney A Member who is entitled to attend and cast a vote at a meeting of Members may appoint a person (whether a Member or not) as the Member's proxy or attorney, as the case may be, to attend and vote for the Member at the meeting. A proxy or attorney may be appointed for all meetings or for any number of meetings or for a particular purpose Form of proxy or attorney An instrument appointing a proxy or attorney: (iii) must be in writing executed under the hand of a person authorised by the Member; may contain directions as to the manner in which the proxy or attorney, as the case may be, is to vote in respect of any particular resolution or resolutions; and subject to the Corporations Act, may otherwise be in any form as the Directors may prescribe or accept. A facsimile or electronic copy of a written appointment of a proxy or a power of attorney is valid. An appointment of a proxy is not invalid by virtue only of the fact that it contains some but not all of the information required by the Corporations Act Directors or chairperson decide validity Subject to the Corporations Act, the Chairperson's decision or, in his or her absence, the Directors decision as to the validity of a proxy or power of attorney or a facsimile or electronic copy thereof will be final and binding Authority conferred on proxy or attorney Unless otherwise provided in the instrument, an instrument appointing a proxy or attorney will be taken to confer authority: to agree to a meeting of Members being called by shorter notice than is required by the Corporations Act or this Constitution; to agree to a resolution being proposed and passed at a meeting of Members of which notice of less than the Prescribed Period is given; to vote on a show of hands in accordance with the directions (if any) given in the instrument; even though the instrument may refer to specific resolutions and may direct the proxy or attorney how to vote on those resolutions: to vote on any amendment moved to the proposed resolutions and on any motion that the proposed resolutions not be put or any similar motion; and Legal\

21 to vote on any procedural motion, including any motion to elect the chairperson, to vacate the chair or to adjourn the meeting; (e) (f) to speak on any proposed resolution on which the proxy or attorney may vote; and to demand or join in demanding a poll on any resolution on which the proxy or attorney may vote Deposit of power of attorney and proxy form before meeting An instrument appointing an attorney or a proxy and the power of attorney or other authority (if any) under which it is signed or a copy of that power or authority certified as a true copy or a facsimile or electronic copy of any of the documents referred to in this Article, must be deposited: at the place, fax number or electronic mail address as is specified in the notice of meeting of Members to which the proxy or attorney relates; or at the Office not less than 48 hours before the time scheduled for commencement of the meeting (or any adjournment of that meeting) at which the person named in the instrument intends to vote Vote by proxy valid notwithstanding intervening event Unless the Company has received written notice not less than 48 hours before the time scheduled for the commencement of the meeting at which a person named in a proxy or power of attorney, as the case may be, intends to vote, a vote cast by that person will, subject to this Constitution, be valid even if, before the person votes: the Member revokes the proxy or power of attorney; or the Member revokes the authority under which the person was appointed by a third party How proxy is to vote Any form of proxy sent out by the Company to Members in respect of a proposed meeting of Members will make provision for the Member to indicate whether the Member wishes to vote for or against each resolution. A Member may, but need not, specify the manner in which a proxy is to vote on a particular resolution. Where a Member does specify how a proxy is to vote on a particular resolution: (iii) the proxy need not vote on a show of hands, but if the proxy does so, the proxy must vote in accordance with that specification; if the proxy has two or more appointments that specify different manners in which a proxy is to vote on the resolution, the proxy must not vote on a show of hands; if the proxy is the chairperson of the meeting concerned, the proxy must vote in accordance with that specification; and Legal\

22 (iv) if the proxy is not the chairperson of the meeting concerned, the proxy need not vote on a poll, but if the proxy does so, the proxy must vote in accordance with that specification Failure to name appointee Any instrument of proxy in which the name of the appointee is not filled in will be deemed to be given in favour of the chairperson or such other person as is nominated by the Directors in the instrument of proxy or the notice calling the meeting of Members to which the proxy relates. 12. Representatives of Members 12.1 Appointment Any Member may appoint an individual (either by name or position and whether a Member or not) as its representative to exercise all or any of the powers the Member may exercise: at a meeting of Members; or relating to resolutions to be passed without a meeting of Members. A Representative may be appointed for any number of, or all, meetings of Members. A Member may appoint more than one Representative but only one Representative may exercise that Member's powers at any one time Powers The appointment of a Representative by a Member may set out restrictions on the Representative s powers. Unless otherwise specified in the appointment, a Representative acting in accordance with his or her authority until it is revoked by the Member, is entitled to exercise the same powers on behalf of that Member or the Corporation as that Member could exercise at a meeting or in voting on a resolution Evidence of appointment or revocation A certificate: (iii) under the seal of a Corporation; signed by two directors of the Corporation (or where the Corporation has only one director, signed by that director); or signed by one director and one secretary of the Corporation; or a letter signed by or on behalf of the Member, or any other document as the chairperson of the meeting in his or her sole discretion considers sufficient, will be prima facie evidence of the appointment, or of the revocation of the appointment, as the case may be, of a Representative. Legal\

23 13. Meetings of a class of Members All the provisions of this Constitution relating to a meeting of Members apply so far as they are capable of application and with any necessary changes to a meeting of a class of Members required to be held pursuant to this Constitution or the Corporations Act except that: a quorum is two Members, present in person or by proxy or attorney or by a Representative, who are members of that class of Members, or if only one person is a member of that class of Members, that person (attending in person or by representation); and any Member, present in person or by proxy or attorney or by a Representative, who is a member of that class of Members may demand a poll. 14. Directors: appointment and removal 14.1 Number of Directors Subject to Articles 14.1 and 14.1, the Company must at all times have such number of directors as the Directors determine, being a number not less than a minimum of five and not more than a maximum of 15. The Directors cannot reduce the number of Directors below the number in office at the time of any determination under Article The Company in general meeting may increase or reduce the maximum or minimum number of Directors by ordinary resolution, but the minimum cannot be less than Limited ability of Directors to act during vacancies The continuing Directors may act notwithstanding any vacancy in their number, but for as long as the number of Directors is below the minimum fixed by this Constitution, the Directors will not act except: in emergencies; for the purpose of filling up vacancies; or for the purpose of convening a meeting of Members Director need not be Member A Director shall not be a Member Appointment and Removal of Directors The Company may appoint or remove a person as a Director by resolution passed at a meeting of Members. If a Director dies, resigns or otherwise ceases to be a Director, the Directors may appoint another person in his or her place as a Director to hold office until the next annual general meeting at which time that person shall be eligible for reappointment. Legal\

24 Subject to Article 14.1, the Directors may appoint any person as a Director to hold office until the next annual general meeting at which time that person shall be eligible for reappointment. In exercising its powers of appointment of Directors, the Company shall take into account any special considerations relating to composition of the Directors recognized in any funding agreement entered into by the Company Period of Appointment (e) Subject to Article 14.5, a Director appointed under Article 14.4 will hold office until the third annual general meeting of the Company following that Director's last election or appointment. Subject to Article 14.5, a Director who ceases to hold office pursuant to Article 14.5 does so at the end of the relevant meeting and is eligible for reappointment. Subject to Articles 14.5 and 14.5(e), the maximum aggregate period that a Director may continuously hold office as a Director is nine years (excluding any period the person acts as a Director under Article 14.4 or 14.4). A Director who is also the Chief Executive Officer of the Company is not subject to Articles 14.5, 15.5 or Article 15 also applies in accordance with its terms to a Director who is also the Chief Executive Officer. A Director who is also the Chairperson is not subject to Article 14.5 for so long as that person remains Chairperson. Article 19.8 also applies in accordance with its terms to a Director who is also the Chairperson Resignation of Directors A Director may resign from office on giving the Company notice in writing Vacation of office of Director Each Director will remain in office until his or her office is vacated pursuant to Article 14.7 or the period of appointment for that Director expires. The office of a Director is vacated if that Director: is absent without the consent of the Directors from all meetings of the Directors held during a period of six months and the Directors resolve that his or her office be vacated; resigns the office of Director in accordance with Article 14.6 or 15.3; (iii) is removed under the provisions of Article 14.4 or 15.2; (iv) ceases to be a Director by virtue of Article 15.4; (v) (vi) becomes an insolvent under administration (within the meaning of the Corporations Act); or otherwise ceases to be, or becomes prohibited from being, a Director by virtue of the Corporations Act. Legal\

25 15. Chief Executive Officer and Executive Directors 15.1 Appointment of Chief Executive Officer The Directors may appoint a Chief Executive Officer: either for a fixed term or without any limitation as to the period for which the person appointed is to hold the office; and subject to this Constitution, on any terms and conditions that the Directors determine. The Chief Executive Officer may be a Director Removal, suspension, replacement of absent Chief Executive Officer Subject to the provisions of any contract between a Chief Executive Officer and the Company, the Directors may: remove or dismiss or suspend a Chief Executive Officer from that office and appoint another or others in his or her place; or appoint a temporary substitute for a Chief Executive Officer while that Chief Executive Officer is absent or unable to act. If the Chief Executive Officer is also a Director, the Chief Executive Officer is not entitled to attend or vote at any meeting of Directors while under suspension from office Retirement of Chief Executive Officer Subject to the provisions of any contract between each Chief Executive Officer and the Company, if the Chief Executive Officer is also a Director, the Chief Executive Officer is subject to the same provisions in this Constitution as to resignation, vacation from office and removal as the other Directors Executive Director or Chief Executive Officer ceasing to be an employee Each Executive Director or Chief Executive Officer ceases to be a Director on ceasing to be an employee of the Company or of a related body corporate of the Company. A person ceasing to be a Director by virtue of this Article will not for that reason alone be rendered ineligible for appointment as a Director under any other Article Powers of Chief Executive Officer and Executive Directors The Directors may entrust to and confer on each Chief Executive Officer and each Executive Director such of the powers exercisable under this Constitution by the Directors as the Directors think fit. The Directors may confer any of the powers referred to in Article 15.5: for such period; to be exercised for any objects and purposes; and Legal\

26 (iii) subject to any terms and conditions, as the Directors think fit. The Directors may confer any of the powers referred to in Article 15.5 either collaterally with or to the exclusion of and in substitution for all or any of the powers of the Directors in that behalf, and may revoke, withdraw, alter or vary all or any of the powers conferred. Notwithstanding any provision of this Constitution, every Chief Executive Officer and Executive Director will at all times and in all respects be subject to the control of the Directors. 16. Powers of company and its directors 16.1 Directors have powers of the Company The business of the Company is to be managed by or under the direction of the Directors. Subject to this Constitution, the Directors may exercise all the powers of the Company and do all such acts and things which the Company is authorised or permitted to exercise and do and which are not by this Constitution or by statute directed or required to be exercised or done by the Company in general meeting Directors may not exercise Company's power to borrow etc Notwithstanding any other provision of this Constitution, the Directors must not exercise any of the powers of the Company to: borrow or raise money; charge any property or business of the Company; issue debentures, bills of sale or debt instruments or give any other security for a debt, liability or obligation of the Company or of any other person; or guarantee or become liable for the payment of money or the performance of any obligations by any other person, except for or in relation to equipment leases, finance leases, hire purchase agreements or similar arrangements or credit card arrangements in the ordinary course of the operations of the Company or as permitted by Article Security from Company for Directors If: the Directors or any of them; or any other person, become or are about to become personally liable for the payment of any sum due from the Company, the Directors may execute or cause to be executed any mortgage, charge, bill of sale or security over or affecting the whole or any part of the assets of the Company in order to secure the Directors or persons so becoming liable from any loss in respect of such liability. Legal\