CORPORATIONS ACT CONSTITUTION of THIRD SECTOR AUSTRALIA LTD ACN A Company LIMITED BY GUARANTEE.

Transcription

1 CORPORATIONS ACT 2001 of THIRD SECTOR AUSTRALIA LTD ACN A Compny LIMITED BY GUARANTEE 13 Septemer 2017 Corney & Lind Lwyers Pty Ltd PO Box 236 RBH Post Offie QLD 4029 Phone: (07) Fx: (07)

2 TABLE OF CONTENTS 1 DEFINED MEANINGS NAME OF THE COMPANY Nme REGISTERED OFFICE Lotion Disply nme OBJECTS POWERS Powers of the Compny USE OF THE INCOME AND PROPERTY OF THE COMPANY Non-profit Permitted pyments to Memers nd Diretors Diretors fees Reimursement of Diretors expenses LIMITED LIABILITY MEMBERS CONTRIBUTIONS USE OF PROPERTY ON WINDING UP No distriution to Memers on winding up Distriution of remining ommunity housing ssets on winding up Distriution of surplus on winding up PUBLIC BENEVOLENT INSTITUTION Use of gifts nd ontriutions for prinipl purpose Distriution of ssets on revotion of endorsement Keeping of reords MERGING/AMALGAMATION MEMBERSHIP Memers Memership Criteri Invittion to Memership Notifition of Aeptne Appointment of Memers upon Merger with new Merger Prtner Pge 1 of 30

3 12.6 Annul susription REGISTER OF MEMBERS Register must e kept Contents of Register Memer must notify hnges Evidene of memership CESSATION OF MEMBERSHIP When memership eses Resigntion Censuring, suspension or expulsion of Memer GENERAL MEETINGS OF MEMBERS Generl meetings Lotion Convening meetings Amount of notie of meetings Contents of notie Persons entitled to notie Notie of djourned meeting Aidentl filure to give notie PROCEEDINGS AT GENERAL MEETINGS OF MEMBERS Business of Annul Generl Meeting Speil usiness Quorum When quorum not present Appointment nd Duties of Chirperson Adjournment Voting nd demnding poll where Compny hs more thn one memer Delrtion of vote on show of hnds Tking poll Chirperson hs sting vote Pge 2 of 30

4 16.11 Voting rights Appointment of proxies Proxy form Proxy form nd power of ttorney to e deposited efore meeting Vlidity of proxy or ttorney vote COMPOSITION OF THE BOARD Diretors Term of Appointment Eletion of Diretors Bord Power to Appoint Resigntion Removl y Memers Diretors nnot remove nother Diretor Vtion of offie of Diretor POWERS AND DUTIES OF THE BOARD Generl powers of Bord Regultions Borrowing Exeution of heques et Minutes Notie required when Diretor hs mteril personl interest Stnding notie of interest Diretor my ontrt with Compny Diretor with interest my ffix sel PROCEEDINGS OF THE BOARD Meetings of the Bord Cirulr resolutions Quorum for Bord Meetings y eletroni mens Voting t Bord meetings nd Chirperson s sting vote Pge 3 of 30

5 19.6 Permitted ts during vny in Bord Chirperson Committees EXECUTIVE Role of Exeutive Struture of Exeutive Reporting Requirements within Exeutive MERGER PARTNER DIVISIONS Purpose of Merger Prtner Divisions Reporting DIVISION ADVISORY COUNCILS Purpose of Division Advisory Counils Mke-Up of Division Advisory Counils Condut of Division Advisory Counils Defets in ppointment or qulifitions of Diretor APPOINTMENT OF SECRETARY Appointment SEAL Common sel optionl Affixing the sel Exeution of douments without sel Other wys of exeuting douments ACCOUNTS Keeping of finnil reords Inspetion y Memers Reporting to Memers Keeping of Seprte Aounts nd Finnil Reords NOTICE Servie of noties When notie deemed to e served INDEMNITY Pge 4 of 30

6 27.1 Indemnity for Diretors, Seretries nd other offiers Indemnity for employees INSURANCE Insurne for Diretors, Seretries nd other offiers Insurne for others ALTERATION OF THIS Speil Resolution DEFINITIONS AND INTERPRETATION Definitions Interprettion Replele Rules Pge 5 of 30

7 1 DEFINED MEANINGS Words used in this Constitution nd the rules of interprettion tht pply re set out nd explined in the Definitions nd Interprettion luse t the k of this doument. 2 NAME OF THE COMPANY 2.1 Nme The nme of the Compny is THIRD SECTOR AUSTRALIA LTD (hereinfter lled the Compny ). 3 REGISTERED OFFICE 3.1 Lotion The registered offie of the Compny shll e situted t suh ple in Austrli s the Bord my from time to time determine. 3.2 Disply nme The Compny must disply its nme nd the expression Registered Offie t tht ple. 4 OBJECTS The ojets for whih the Compny is estlished re: A. To provide diret relief for those people experiening poverty, sikness (inluding mentl illness), suffering, distress, misfortune, disility, homelessness or helplessness with n emphsis on providing support to people who re most mrginlised in our ommunity inluding the ged, fmilies nd Aoriginl people. B. Diret relief my inlude:. ssessment, ounselling, welfre, ommodtion, housing nd other diret support servies;. personl re, employment support, psyhosoil servies, rehilittion, re oordintion for people with disilities suh s qudriplegi nd prplegi, quired rin injury, utism spetrum disorders, or psyhitrilly disled;. providing supported ommodtion to people living with disilities, high helth re needs, persons living with mentl illness, homelessness or people t risk of eoming homeless; d. dy progrms tht inlude welfre relief suh s food, ounselling, se mngement support, either seprtely or in onjuntion with other professionls, deprtments nd orgnistions whether puli or privte; e. estlishing nd mintining pproprite resoures, filities nd equipment; nd f. providing soil nd ffordle housing. Pge 6 of 30

8 C. To Merge with other entities whih, efore Merger, hve:. sustntilly similr ojet to those listed in luse 4A; nd. Puli Benevolent Institution sttus with the Austrlin Chrities nd Not-for-profits Commission nd the Austrlin Txtion Offie; D. To give to other Puli Benevolent Institutions providing diret enevolent relief; E. To engge in inome produing tivities in pursuit of the ojets set out in luses 4A nd 4B to id in the funding of the enevolent relief. 5 POWERS 5.1 Powers of the Compny The Compny hs the legl pity nd powers of n individul s set out in Setion 124(1) of the At. 6 USE OF THE INCOME AND PROPERTY OF THE COMPANY 6.1 Non-profit The inome nd property of the Compny shll e pplied solely towrds the promotion of the ojets of the Compny s set forth in this Constitution. No portion thereof shll e pid or trnsferred diretly or indiretly y wy of dividend, onus or otherwise to the Memers of the Compny. 6.2 Permitted pyments to Memers nd Diretors Nothing in luse 6.1 prevents the pyment in good fith of resonle nd proper: d e 6.3 Diretors fees remunertion to ny Memer or Diretor of the Compny in return for ny servies tully rendered y them to the Compny; ompenstion to ny Memer of the Compny for expenses properly inurred y them on ehlf of the Compny; pyment for goods supplied to the Compny y ny Memer in the ordinry nd usul wy of usiness; interest on money orrowed from ny Memer for ny purpose of the Compny t rte not exeeding the rte for the time eing hrged y the Commonwelth Bnk for overdrfts under $100,000; or resonle nd proper rent for premises demised or let y ny Memer to the Compny Eh Diretor my reeive remunertion for his servies in his or pity s diretor of the Compny. 6.4 Reimursement of Diretors expenses The Compny my py the Diretors trvelling nd other expenses tht they properly inur: in ttending Diretors meetings or ny other meetings of ommittees of Diretors; nd Pge 7 of 30

9 in ttending ny generl meetings of the Compny; nd in onnetion with the Compny s usiness, provided tht ny suh pyment would e resonle in the irumstnes of the Compny. Any suh pyment must e pproved y the Diretors. 7 LIMITED LIABILITY The liility of Memers is limited. 8 MEMBERS CONTRIBUTIONS Every Memer of the Compny undertkes to ontriute to the property of the Compny in the event of the sme eing wound up whilst he is Memer or within one yer fter he eses to e Memer for pyment of the dets nd liilities of the Compny (ontrted efore he esed to e Memer) nd of the ost, hrges nd expenses of winding up nd for the djustment of the rights of the ontriutories mong themselves suh mounts s my e required not exeeding fifty dollrs ($50.00). 9 USE OF PROPERTY ON WINDING UP 9.1 No distriution to Memers on winding up If upon the winding up or dissolution of the Compny there remins fter stisftion of ll its dets nd liilities, ny property whtsoever (surplus), the surplus shll not e pid to or distriuted mongst the Memers of the Compny. 9.2 Distriution of remining ommunity housing ssets on winding up If the Compny is registered ommunity housing provider nd it is requirement of its registrtion tht it do so, then upon the Compny s winding up ll remining Community Housing Assets (to the extent tht they re still sujet to ommunity housing use onditions greed to t the time of grnt) in prtiipting jurisdition must e trnsferred to nother registered ommunity housing provider or to Housing Ageny in the jurisdition in whih the sset is loted In determining the entity to whih the remining Community Housing Assets re to e distriuted under luse 9.2.1, the Compny must not mke distriution whih would dversely impt on its hritle or tx onession sttus The entity to reeive the Community Housing Assets under this luse must e determined y the Memers of the Compny t or efore the time of dissolution nd in defult thereof y Judge of the Supreme Court of Stte or Territory in whih the Compny opertes. 9.3 Distriution of surplus on winding up After stisftion of luse 9.2 ove, the surplus shll e given or trnsferred to some other institution or institutions in Austrli whih is/re puli enevolent institutions to whih inome tx dedutile gifts n e mde, suh institution or institutions to e determined y the Memers of the Compny t or efore the time of dissolution nd in defult thereof y Judge of the Supreme Court of Stte or Territory in whih the Compny opertes. Pge 8 of 30

10 10 PUBLIC BENEVOLENT INSTITUTION 10.1 Use of gifts nd ontriutions for prinipl purpose If the Compny is endorsed s Puli Benevolent Institution, ny gift or ontriution to tht institution must only e used for the prinipl purpose for whih the Compny ws grnted Dedutile Gift Reipient sttus Distriution of ssets on revotion of endorsement If the endorsement of the Compny s Puli Benevolent Institution is revoked, the following ssets remining fter the pyment of the Compny s liilities shll e trnsferred to fund, uthority or institution with similr ojets, whih is hritle t lw nd registered s Puli Benevolent Institution to whih inome tx dedutile gifts n e mde, suh fund, uthority or institution to e determined y the memers of the Compny t the time the endorsement is revoked nd in defult thereof y Judge of the Supreme Court of Stte or Territory in whih the Compny opertes: gifts of money or property for the prinipl purpose of the Compny; ontriutions mde in reltion to n eligile fundrising event held for the prinipl purpose of the Compny; nd money reeived y the Compny euse of suh gifts nd ontriutions Keeping of reords If the Compny is endorsed s Puli Benevolent Institution the Compny must: keep reords tht reord nd explin ll trnstions nd other ts the Compny engges in tht re relevnt to the Compny s sttus s Dedutile Gift Reipient; nd retin those reords for t lest five yers fter the ompletion of the trnstions or ts to whih they relte. 11 MERGING/AMALGAMATION The Compny must not Merge or mlgmte with ny other ody tht: does not hve Tx Conession Chrity sttus; is not registered nd endorsed s Puli Benevolent Institution; nd does not hve, efore suh n mlgmtion, sustntilly similr ojets t those of the Compny. 12 MEMBERSHIP 12.1 Memers Memers shll e the memers t the time of the doption of this Constitution (s evidened in the Minutes of Memers Meeting) nd suh persons s re dmitted to memership in ordne with this Constitution All memers must e nturl persons. Pge 9 of 30

11 12.2 Memership Criteri The memership of the Compny must omprise up to six (6) Merger Prtner Memers in respet of eh Merger Prtner Division To e ler, where new Merger Prtner Merges with the Compny, up to six (6) dditionl Merger Prtner Memers shll e dded to memership of the Compny t the time tht the Merge tkes effet It is intended tht the Merger Prtner Memers of Merger Prtner Division would llow the voies of the respetive Merger Prtners to e herd t memers meetings. All memers hve equl stnding nd right to vote Invittion to Memership Memership of the Compny is y invittion only Where the position of Merger Prtner Memer eomes vnt for ny reson, the Merger Prtner Memers of tht Merger Prtner Division my invite n individul to memership of the Compny to fill the vny in the mnner set out in this Constitution Notifition of Aeptne Where n invitee onsents (in suh form required y the Bord from time to time) to e Memer of the Compny, they must provide their written onsent to the Seretry. Upon reeipt of this written onsent, the Seretry must updte the Register of Memers ordingly Appointment of Memers upon Merger with new Merger Prtner Pursunt to luse 12.2, upon the Merger of the Compny with new Merger Prtner, up to six (6) representtives of the new Merger Prtner must e ppointed to memership of the Compny (s Merger Prtner Memers representing the new Merger Prtner) Merger Prtner Memers of new Merger Prtner shll e ppointed s follows: The new Merger Prtner shll put forwrd written suggestion to the Bord of the Compny of up to six (6) individuls to e the Merger Prtner Memers; d e Within 2 weeks of reeipt of the written suggestion in ordne with luse ove, if the Bord of the Compny onsider these individuls to e pproprite, it shll onfirm this y ordinry resolution. The invitees must onsent to eing Memers of the Compny in ordne with luse 12.4 of this Constitution. Should n invitee not onsent to eing Memer of the Compny, the proess in luses shll e repeted one. In ny event up to six (6) Merger Prtner Memers must e ppointed ontemporneously with the Merger Annul susription No entrne fee or nnul susription is pyle y Memers. Pge 10 of 30

12 13 REGISTER OF MEMBERS 13.1 Register must e kept The Bord must keep Register of Memers Contents of Register The following informtion must e ontined in the Register of Memers in respet of eh Memer: d e the full nme of the Memer; the ddress of the Memer; the dte of dmission to nd esstion of memership; The nme of the Merger Prtner Division tht tht Memer represents; nd suh other informtion s the Bord requires Memer must notify hnges Eh Memer nd nominted representtive must notify the Seretry in writing of ny hnge in tht person s nme or ddress Evidene of memership Inlusion of nme in the Register of Memers is prim fie evidene of memership. 14 CESSATION OF MEMBERSHIP 14.1 When memership eses A person eses to e Memer on: resigntion; or not responding within two (2) months to written request from the Seretry tht the Memer onfirm in writing tht they wnt to remin Memer; deth; d e f g h i eoming nkrupt or insolvent or mking n rrngement or omposition with reditors of the person s joint or seprte estte generlly; eoming of unsound mind or person whose person or estte is lile to e delt with in ny wy under lw relting to mentl helth; where the Memer is lso n employee of the Compny, on the esstion of their employment with the Compny for ny reson; the Memer filing to ttend four onseutive Memer s meetings of the Compny; where the Memer is lso Diretor of the Compny, on their esstion of the role of Diretor of the Compny for ny reson; or the termintion of the person s memership y the Memers in generl meeting in ordne with this Constitution Upon esstion of memership the Register of Memers must e updted in ordne with luse Pge 11 of 30

13 14.2 Resigntion A Memer my y written notie to the Compny resign from memership with immedite effet or with effet from speified dte ourring not more thn 3 months fter the servie of the notie. A Memer remins lile fter resigntion for ny nnul susription fee (if ny) due nd unpid t the dte of the Memer s resigntion nd for ll money due y the Memer to the Compny, in ddition to ny sum for whih the Memer is lile s Memer under luse Censuring, suspension or expulsion of Memer The Diretors nnot ensure, suspend or expel memer from the Compny A Memer my e ensured, suspended or expelled (with immedite effet) y written speil resolution of the Memers of the Compny inluding (ut not limited to) irumstnes where the Memer indites y words or ondut tht they no longer wish to e Memer of the Compny In the se of ensure, suspension or expulsion of Memer from the Compny, the following proedure must e oserved: A notie of intention to move the resolution must e given to ll Memers of the Compny t lest one month efore the Memers meeting onsidering the resolution is to e held. However, if the Compny lls Memers meeting fter the notie of intention is given, the Memers meeting my pss the resolution even though the Memers meeting is held less thn 1 month fter the notie of intention is given. The notie of intention must set out: i ii wht is lleged ginst the Memer; nd the intended resolution. The Memer is entitled to put their se to the Memers meeting efore the pssing of the resolution y: i ii Giving the Compny written sttement for irultion to Memers; nd Speking on the motion t the Memers meeting. d The written sttement is to e irulted y the Compny to Memers y: i ii Sending opy to everyone to whom notie of the Memers meeting is sent if there is time to do so; or If there is not time to omply with luse d.i hving the sttement distriuted to Memers ttending the Memers meeting efore the resolution is voted on. e f g The written sttement does not hve to e irulted to memers if it is more thn 1,000 words long or defmtory. If, t the Memers meeting, speil resolution is pssed, the Memer onerned must e delt with in ordne with the resolution. In the se of speil resolution pssed in the Memers meeting for the Memer s expulsion under this luse, the memership of the Memer utomtilly termintes, in whih se the Memer eses to e Memer. Pge 12 of 30

14 15 GENERAL MEETINGS OF MEMBERS 15.1 Generl meetings An Annul Generl Meeting of the Compny must e held in ordne with the provisions of the At. All generl meetings, other thn Annul Generl Meetings, shll e lled Extrordinry Generl Meetings Lotion All meetings of the Compny shll e held in Austrli. The Compny my hold meeting of its memers t 2 or more venues using ny tehnology tht gives the memers s whole resonle opportunity to prtiipte Convening meetings Any Diretor my whenever he thinks fit onvene n Extrordinry Generl Meeting. A Memer or Memers n only onvene meeting s llowed y the At Amount of notie of meetings Sujet to the provisions of the At relting to speil resolutions nd greements for shorter notie, the period of notie with respet to generl meetings shll e twenty-one (21) dys Contents of notie Notie of generl meeting shll: d set out the ple, the dy, nd the hour of meeting (nd, if the meeting is to e held in 2 or more ples, the tehnology tht will e used to filitte this); stte the generl nture of the meeting s usiness; if Speil Resolution is to e proposed t the meeting set out n intention to propose Speil Resolution nd stte the resolution; nd ontin sttement setting out informtion regrding the ppointment of proxy in ordne with the At Persons entitled to notie Notie of every generl meeting shll e given in ny mnner uthorised y luse 0 nd in ordne with the At to: every Memer nd Diretor; nd the Auditor or Auditors, if ny, for the time eing of the Compny; No other person shll e entitled to reeive noties of generl meetings Notie of djourned meeting When meeting is djourned for thirty (30) dys or more, notie of the djourned meeting must e given s in the se of n originl meeting. Sve s foresid, it shll not e neessry to give ny notie of n djournment or the usiness to e trnsted t ny djourned meeting. Pge 13 of 30

15 15.8 Aidentl filure to give notie Sujet to the At, n identl filure to give notie of ny generl meeting to person entitled to reeive notie, or the non-reeipt y tht person of the notie, does not ffet the vlidity of the proeedings t the meeting or ny resolution pssed t it. 16 PROCEEDINGS AT GENERAL MEETINGS OF MEMBERS 16.1 Business of Annul Generl Meeting The usiness of n Annul Generl Meeting my inlude ny of the following, even if not referred to in the notie of meeting: to reeive nd onsider the nnul finnil report, the report of the Bord nd the Audit/Finnil Review report s pplile; the eletion of Diretors; nd the ppointment of uditors, if neessry Speil usiness All other usiness trnsted t n Annul Generl Meeting nd ll usiness trnsted t ny Extrordinry Generl Meeting is speil usiness Quorum No usiness n e trnsted t ny generl meeting unless quorum of Memers is present t the time when the meeting proeeds to usiness. Sve s herein otherwise provided, t lest one hlf of the Memers nd with t lest two Merger Prtner Memers from eh Merger Prtner Division, present in person or y proxy, is quorum. For the purpose of this luse Memer inludes person ttending s proxy or s representing orportion whih is Memer When quorum not present If within hlf n hour from the time ppointed for the meeting quorum is not present, the meeting, if onvened upon the requisition of Memers, must e dissolved; in ny other se it shll stnd djourned to the sme dy in the next week t the sme time nd ple, or to suh other dy nd t suh other time nd ple s the Bord determines nd if t the djourned meeting quorum is not present within hlf n hour from the time ppointed for the meeting, the Memers present shll e quorum Appointment nd Duties of Chirperson The Chirperson must preside t every generl meeting of the Compny, or if there is no Chirperson, or if he is not present within fifteen minutes fter the time ppointed for the holding of the meeting or is unwilling to t, the Memers present must elet one of their numer to e Chirperson of the meeting. Pge 14 of 30

16 16.6 Adjournment The Chirperson my, with the onsent of ny meeting t whih quorum is present (nd must if so direted y the meeting), djourn the meeting from time to time nd from ple to ple, ut no usiness n e trnsted t ny djourned meeting other thn the usiness left unfinished t the meeting from whih the djournment took ple. When meeting is djourned notie of the djourned meeting shll e given in ordne with luse 15.7 (if required) Voting nd demnding poll where Compny hs more thn one memer At ny generl meeting resolution put to the vote of the meeting must e deided on show of hnds unless poll is (efore or on the delrtion of the result of the show of hnds) demnded: y the Chirperson, or y Memer present in person or y proxy Delrtion of vote on show of hnds Unless poll is so demnded, delrtion y the Chirperson tht resolution hs on show of hnds een rried or rried unnimously, or y prtiulr mjority, or lost, nd n entry to tht effet in the ook ontining the minutes of the proeedings of the Compny, is onlusive evidene of the ft without proof of the numer or proportion of the votes reorded in fvour of or ginst the resolution. The demnd for poll my e withdrwn Tking poll If poll is duly demnded it shll e tken in suh mnner nd either t one or fter n intervl or djournment or otherwise s the Chirperson direts, nd the result of the poll shll e the resolution of the meeting t whih the poll ws demnded ut poll demnded on the eletion of Chirperson or on question of djournment must e tken forthwith Chirperson hs sting vote In the se of n equlity of votes, whether on show of hnds or on poll, the Chirperson of the meeting t whih the show of hnds tkes ple or t whih the poll is demnded shll e entitled to seond or sting vote, provided tht the Chirperson is Memer of the Compny Voting rights A Memer my vote in person or y proxy or y ttorney nd on show of hnds every person present who is Memer or representtive of Memer shll hve one vote nd on poll every Memer present in person or y proxy or y ttorney or other duly uthorised representtive shll hve one vote. Pge 15 of 30

17 16.12 Appointment of proxies The instrument ppointing proxy shll e in writing under the hnd of the ppointer or of his ttorney duly uthorised in writing. The instrument ppointing proxy shll e deemed to onfer uthority to demnd or join in demnding poll. A Memer shll e entitled to instrut his proxy to vote in fvour of or ginst ny proposed resolutions. Unless otherwise instruted the proxy my vote s he thinks fit Proxy form The instrument ppointing proxy my e in the following form or in ommon or usul form: I...of... eing Memer of THIRD SECTOR AUSTRALIA LTD herey ppoint... of... or filing him... of... s my proxy to vote for me on my ehlf t the (nnul or extrordinry, s the se my e) generl meeting of the Compny, to e held on the... dy of nd t ny djournment thereof. My proxy is herey uthorised to vote *in fvour of/ginst the following resolutions: Signed this... dy of (Note - in the event of the Memer desiring to vote for or ginst ny resolution he shll instrut his proxy ordingly. Unless otherwise instruted, the proxy my vote s he thinks fit.) * Strike out whihever is not desired." Proxy form nd power of ttorney to e deposited efore meeting The instrument ppointing proxy nd the power of ttorney or other uthority, if ny, under whih it is signed or duly ertified opy of tht power or uthority shll e deposited t the registered offie of the Compny, fxed to the registered offie or deposited t, fxed or sent y eletroni mil to suh other ple s is speified for tht purpose in the notie onvening the meeting, not less thn forty-eight hours efore the time for holding the meeting or djourned meeting t whih the person nmed in tht instrument proposes to vote, or in the se of poll, not less thn twenty-four hours efore the time ppointed for the tking of the poll nd in defult the instrument or proxy shll not e treted s vlid Vlidity of proxy or ttorney vote A vote given in ordne with the terms of n instrument of proxy or ttorney shll e vlid notwithstnding the previous deth or unsoundness of mind of the prinipl or revotion of the instrument or of the uthority under whih the instrument ws exeuted if no intimtion in writing of suh deth, unsoundness of mind or revotion s foresid hs een reeived y the Compny t the registered offie efore the ommenement of the meeting or djourned meeting t whih the instrument is used. Pge 16 of 30

18 17 COMPOSITION OF THE BOARD 17.1 Diretors The usiness nd ffirs of the Compny shll e mnged y the Bord of Diretors onsisting of not less thn three (3) Diretors The Compny intends tht eh Merger Prtner Division is eqully represented on the Bord of Diretors through the ppointment of n equl numer of Diretors from eh Merger Prtner Division sujet lwys to pproprite ndidtes for ppointment eing ville The Chief Exeutive Offier of the Compny must NOT e Diretor Term of Appointment At eh Annul Generl Meeting of the Compny following the doption of this Constitution the Diretors must e eleted nd shll hold offie until the onlusion of the next Annul Generl Meeting when they ll must retire ut they ll, shll e eligile for re-eletion t suh meeting A Diretor my e re-eleted mximum of five (5) suessive times, following whih they will not e eligile for re-eletion Eletion of Diretors The eletion of Diretors shll tke ple in the following mnner: 17.4 Bord Power to Appoint d A Merger Prtner Division Advisory Counil of the Compny my nominte person or persons to serve s Diretor ompnied y opy of their Curriulum Vite nd sttement of resons s to why tht nominee would e suitle nd vlue dding ndidte for the Bord. The ndidte need not e Memer of the Compny; No person is eligile for eletion s Diretor unless they provide written onsent to the Compny (in suh form s the Bord requires); The nomintion, whih shll e in writing nd signed y the ndidte nd his proposer, nd the onsent must e lodged with the Seretry t lest fourteen dys efore the Annul Generl Meeting t whih the eletion is to tke ple; Eletion will then e y the Memers y ordinry resolution The Bord my t ny time nd from time to time, ppoint ny person to the Bord, either to fill sul vny or s n ddition to the existing Diretors in ordne with this Constitution. Any person ppointed s Diretor must provide the Compny with signed onsent to t s Diretor prior to their ppointment s required y the At. Any Diretor so ppointed shll hold offie only until the onlusion of the next following Annul Generl Meeting when they shll retire ut they shll e eligile for reeletion Where the Compny Merges with new Merger Prtner, the Bord shll hve the power to ppoint one or more persons to the Bord to represent tht Merger Prtner pursunt to the intent of luse ut on the sis tht the term of suh ppointees will expire t the next-following Annul Generl Meeting. The eletion provisions in luse 17.3 will pply then Resigntion A Diretor my resign from offie y notie in writing to the Compny. Pge 17 of 30

19 17.6 Removl y Memers Sujet to the At, the Compny my y ordinry resolution remove Diretor from offie Diretors nnot remove nother Diretor Aprt from ny Diretor who hs een ppointed y the Diretors in ordne with luse , Diretor nnot e removed from offie y the other Diretors Vtion of offie of Diretor The offie of Diretor shll eome vnt if the Diretor: d e f eomes nkrupt or mkes ny rrngement or omposition with his reditors generlly; eomes prohiited from eing Diretor of Compny y reson of ny order mde under the At; eomes disqulified from eing Diretor under the At or responsile entity under the ACNC At or ny order mde under the At or the ACNC At; eomes of unsound mind or person whose person or estte is lile to e delt with in ny wy under the lw relting to mentl helth; dies; where the Diretor is lso Memer of the Compny, on the esstion of their memership of the Compny for ny reson; g resigns his offie in ordne with luse 17.5; h is removed under the provisions of luse 17.6; i j for more thn three (3) months is sent without permission of the Bord from meetings of the Bord held during tht period; eomes the Chief Exeutive Offier of the Compny 18 POWERS AND DUTIES OF THE BOARD 18.1 Generl powers of Bord The usiness of the Compny shll e mnged y the Bord whih my exerise ll suh powers of the Compny s re not, y the At or y this Constitution, required to e exerised y the Compny in generl meeting The role of the Bord generlly is to oversee, monitor, set nd pprove the strtegi diretion of the Compny. The dy-to-dy pplition of the determintions of the Bord will e mnged y the Exeutive in ordne with luse 20 of this Constitution Regultions The Bord my mke regultions for the ondut of the tivities of the Compny. Suh regultions shll nevertheless e sujet to this Constitution nd to the provisions of the At. Any regultion of the Compny mde y the Bord my e disllowed y the Compny in generl meeting provided tht no resolution y the Compny in generl Pge 18 of 30

20 meeting shll invlidte ny prior t of the Bord whih would hve een vlid if tht resolution hd not een pssed or mde Borrowing The Bord my exerise ll the powers of the Compny to orrow money nd to mortgge or hrge its property or ny prt thereof, nd to issue deentures nd other seurities whether outright or s seurity for ny det, liility or oligtion of the Compny Exeution of heques et All heques, promissory notes, drfts, ills of exhnge nd other negotile instruments, nd ll reeipts for money pid to the Compny shll e signed, drwn, epted, endorsed or otherwise exeuted, s the se my e, y ny two Diretors or in suh other mnner s the Bord from time to time determines Minutes The Bord shll use minutes to e mde: d of proeedings nd resolutions of meetings of the Compny; nd of proeedings nd resolutions of meetings of the Bord (inluding meetings of ommittee of Diretors); nd of resolutions pssed y Memer without meeting where the Compny hs only one Memer; nd of resolutions pssed y Diretors without meeting. Pge 19 of 30

21 Suh minutes shll e signed y the Chirperson of the meeting t whih the proeedings were held or y the Chirperson of the sueeding meeting. Where the minutes referred to in this luse re signed in ordne with this luse, those minutes shll e presumed to e n urte reord of the relevnt proeedings nd resolutions unless the ontrry is proved Notie required when Diretor hs mteril personl interest Sujet to the At, Diretor who hs mteril personl interest in mtter tht reltes to the ffirs of the Compny must give the other Diretors notie of suh interest nd must not e present t the meeting while the mtter is eing onsidered or vote on the mtter. The notie required to e given to the other Diretors must give detils of the nture nd extent of the mteril personl interest nd the reltion of the mteril personl interest to the ffirs of the Compny. Notie must e given t Diretors meeting s soon s prtile fter the Diretor eomes wre of their interest in the mtter. Detils must e reorded in the minutes of the Diretors meeting Stnding notie of interest A Diretor who hs n interest in mtter my give the other Diretors stnding notie of the nture nd extent of the interest in the mtter in ordne with the At. The notie my e given t ny time nd whether or not the mtter reltes to the ffirs of the Compny t the time the notie is given Diretor my ontrt with Compny Sujet to luse 18.6, Diretor is not disqulified y the offie of Diretor from ontrting or entering into ny rrngement with the Compny either s vendor, purhser or otherwise nd no ontrt or rrngement entered into with the Compny y Diretor nor ny ontrt or rrngement entered into y or on ehlf of the Compny in whih Diretor is in ny wy interested my e voided for tht reson. A Diretor is not lile to ount to the Compny for ny profit relised y ny ontrt or rrngement, y reson of holding the offie of Diretor or of the fiduiry reltionship estlished y the offie Diretor with interest my ffix sel A Diretor who is interested in ny ontrt or rrngement my, notwithstnding the interest, ttest the ffixing of the Sel to ny doument evidening or otherwise onneted with the ontrt or rrngement. 19 PROCEEDINGS OF THE BOARD 19.1 Meetings of the Bord The Bord my meet together for the dispth of usiness, djourn nd otherwise regulte its meetings s it thinks fit. A Diretor my t ny time, nd the Seretry must on the requisition of Diretor, summon meeting of the Bord At eh meeting of the Bord, the Bord must onsider ny new reports nd reommendtions from the Division Advisory Counils (see luse 22). Pge 20 of 30

22 19.2 Cirulr resolutions If mjority of the Diretors hve signed doument ontining sttement tht they re in fvour of resolution of the Bord in terms set out in the doument, resolution in those terms shll e deemed to hve een pssed t meeting of the Bord held on the dy on whih the doument is signed nd t the time t whih the doument ws lst signed y Diretor or, if the Diretors sign the doument on different dys, on the dy on whih, nd t the time t whih, the doument ws lst signed y Diretor For the purposes of luse , two or more seprte douments ontining sttements in identil terms eh of whih is signed y one or more Diretors shll together e deemed to onstitute one doument ontining sttement in those terms signed y those Diretors on the respetive dys on whih they signed the seprte douments; A referene in luse to mjority of the Diretors does not inlude referene to Diretor who, t Bord meeting, would not e entitled to vote on the resolution A resolution of the Bord pssed in ordne with luse must e rtified t the next Bord meeting where notie of the meeting hs een given to ll Diretors Quorum for Bord The quorum neessry for the trnstion of the usiness of the Bord shll e mjority of the totl Bord or suh greter numer s my e fixed y the Bord Meetings y eletroni mens A mjority of Diretors shll e deemed to hold or e present t meeting of Diretors when they ommunite through telephone onferene ll, video or other eletroni onferene method in irumstnes where eh of them n simultneously her wht is sid y nd n spek to the others of them. Suh meeting shll e deemed to e held t the ple where the Chirperson ws present during the meeting. A resolution pssed y the Bord pursunt to this luse must e rtified t the next Bord meeting where notie of the meeting hs een given to ll Diretors Voting t Bord meetings nd Chirperson s sting vote Sujet to this Constitution, questions rising t ny meeting of the Bord shll e deided y mjority of votes of those Diretors present nd determintion y mjority shll for ll purposes e deemed determintion of the Bord. In se of n equlity of votes the Chirperson of the meeting shll hve seond or sting vote Permitted ts during vny in Bord The ontinuing Diretors my t notwithstnding ny vny in the Bord, ut if nd so long s their numer is redued elow the numer fixed y or pursunt to this Constitution s the neessry quorum of the Bord, the ontinuing Diretor or Diretors my t for the purpose of inresing the numer of Diretors to tht numer or of summoning generl meeting of the Compny, ut for no other purpose Chirperson The Bord shll y ordinry resolution ppoint one of their numer to e Chirperson. The Chirperson shll preside t every meeting of the Bord, ut if there is no Chirperson, or if t ny meeting he is not present within ten minutes fter the time ppointed for holding the meeting, the vie-chirperson shll e Chirperson or if the vie-chirperson is not present t the meeting then the meeting shll stnd djourned to the sme dy in the next week t the sme time nd ple, or to suh other dy nd t Pge 21 of 30

23 suh other time nd ple s the Bord determines nd if t the djourned meeting quorum is not present within hlf n hour from the time ppointed for the meeting, the Bord Memers present shll e quorum Committees The Diretors my delegte ny of their powers to one or more ommittees. These ommittees my inlude ny individul who is not Diretor A ommittee must exerise the powers delegted to it in ordne with ny diretions of the Diretors. The effet of the ommittee exerising power in this wy is the sme s if the Diretors exerised it The meetings nd proeedings of ny ommittee onsisting of 2 or more people re governed y the provisions in this onstitution regulting the meetings nd proeedings of the Diretors Division Advisory Counils re ommittees of the Bord. 20 EXECUTIVE 20.1 Role of Exeutive The role of the Exeutive is to mnge the dy-to-dy opertions of the Compny in ordne with the written diretions of the Bord of Diretors Struture of Exeutive The Exeutive shll e omprised of: Chief Exeutive Offier; Chief Finnil Offier; nd Chief Opertions Offier Sujet to luse , the Bord of Diretors, on the reommendtion of the Chief Exeutive Offier, must first pprove the ppointment of eh memer of the Exeutive The Bord of Diretors my delegte the interviewing proess of the memers of the Exeutive to ny person, persons or entity tht they my determine y wy of Speil Resolution of the Bord of Diretors, provided tht in the se of the Chief Finnil Offier nd the Chief Opertions Offier the interview pnel must inlude the Chief Exeutive Offier Reporting Requirements within Exeutive The Chief Finnil Offier nd the Chief Opertions Offier shll report diretly to, nd shll e nswerle to, the Chief Exeutive Offier (who shll hve power to dismiss the Chief Finnil Offier nd the Chief Opertions Offier) The Chief Exeutive Offier shll report diretly to, nd shll e nswerle to, the Bord of Diretors. Pge 22 of 30

24 21 MERGER PARTNER DIVISIONS 21.1 Purpose of Merger Prtner Divisions Eh Merger Prtner shll hve Merger Prtner Division. Eh Merger Prtner Division shll undertke nd represent the tivities of eh respetive Merger Prtner (t the time of Merger nd in respet of the OTCP Division s t 6 April 2016) Reporting Upon the Merger of the Compny with new Merger Prtner, new Merger Prtner Division shll e reted nd the Chief Exeutive Offier of the new Merger Prtner (immeditely prior to Merging with the Compny) shll eome the Generl Mnger of the Merger Prtner Division reporting to the Exeutive The Division Advisory Counil shll report to the Bord through the Exeutive regrding the opertions of the Merger Prtner Division, in ordne with the proesses set out in luses 22 elow The Compny will tke ll resonle mesures to preserve the rnd nd estlished reputtion of eh Merger Prtner inluding, where pplile, registering the nme of the Merger Prtner s usiness nme of the Compny. 22 DIVISION ADVISORY COUNCILS 22.1 Purpose of Division Advisory Counils There shll e Division Advisory Counil in respet of eh Merger Prtner Division. The purpose of the Division Advisory Counil is to: provide grss-roots memership representtion for the Merger Prtner Division in the Compny; d e f g h hve Memers drwn from those with long-term involvement in the tivities of the Merger Prtner Division nd the ommunities it serves; enourge nd support the Merger Prtner Division Generl Mnger in keeping the Merger Prtner Division foussed on servie delivery needs onsistent with the long stnding type of relief it hs provided; report nd mke reommendtions to the Bord of the Compny out needs, hllenges nd onerns in the Merger Prtner Division; ssist the Bord of the Compny in identifying pproprite new potentil Bord memers; exmine the effetiveness of the work of the Merger Prtner Division in serviing the delivery needs of its trget ommunity; mke reports to the Bord of Diretors nd to the Exeutive s to the urrent sttus of the effetiveness of the Merger Prtner Division; nd provide reommendtions s to how the effetiveness of the Merger Prtner Division n e improved. Pge 23 of 30

25 22.2 Mke-Up of Division Advisory Counils Upon new Merger Prtner Merging with the Compny, the first memers of the Division Advisory Counil in respet of tht Merger Prtner Division shll onsist of: the Generl Mnger of the Merger Prtner Division; memer of the Exeutive (the first memer of the Exeutive to sit on eh Division Advisory Counil shll e determined y the Bord y written resolution); nd the Merger Prtner Memers (eing up to six (6) people) of tht Merger Prtner. The first memers of the Division Advisory Counil shll hold offie until the next Annul Generl Meeting The Generl Mnger of the Merger Prtner Division nd memer of the Exeutive re permnent positions on the Division Advisory Counil Suession of Division Advisory Counil memers shll tke ple s follows: The memer of the Exeutive to sit on the Division Advisory Counil shll e eleted s follows: i ii As determined y the Bord; A memer of the Exeutive my sit on more thn one Division Advisory Counil. The remining memers of the Division Advisory Counil shll e eleted s follows: i ii iii iv v vi If prtile in the irumstnes, eh remining memer of the Division Advisory Counil my nominte their own suessor in writing. Nominees my not e Merger Prtner Memers for ny other Merger Prtner Division. The nomintion must e onsidered nd if tht person is pproved y mjority vote of the Division Advisory Counil for tht Merger Prtner Division, the Division Advisory Counil must invite tht person to e memer of tht Division Advisory Counil. The individul must provide their written onsent to the Division Advisory Counil. If the individul does not ept ppointment, then the proess in luse i - iii must e followed until suessor is ppointed, nd filing this, luse v shll pply. If no nomintion is put forwrd y the retiring Division Advisory Counil memer then the remining Division Advisory Counil memers my nominte nd ppoint new Division Advisory Counil memer t their disretion. The Division Advisory Counil must then immeditely dvise the Compny Seretry out the memers of the Division Advisory Counil until the next Annul Generl Meeting The numer of memers on Division Advisory Counil must not e more thn six (6), plus the memer of the Exeutive nd the Generl Mnger of the Merger Prtner Division. Pge 24 of 30

26 Eh memer of eh Division Advisory Counil shll hve one vote on tht Division Advisory Counil Condut of Division Advisory Counils The Bord nd the Exeutive must onsider reports nd reommendtions from the Division Advisory Counils A Division Advisory Counil must meet nd djourn not less thn qurterly, nd more frequently s requested y the Bord of Diretors or y the Exeutive. Questions rising t ny meeting shll e determined y mjority of votes of the memers of the Division Advisory Counil present, nd in the se of n equlity of votes the Chirperson of the dvisory ord shll hve seond or sting vote Within one (1) week following meeting of Division Advisory Counil, written minutes of the meeting (whih will serve s the forml report to the Bord of Diretors nd to the Exeutive) nd the written reommendtions of the Division Advisory Counil must e supplied y the Generl Mnger of the Merger Prtner Division to the Exeutive nd to the Seretry of the Bord. The Seretry of the Bord must inlude these reports nd reommendtions in the Bord ppers to e onsidered t the next Bord meeting Defets in ppointment or qulifitions of Diretor All ts done y ny meeting of the Bord or of su-ommittee or y ny person ting s Diretor shll, notwithstnding tht it is fterwrds disovered tht there ws some defet in the ppointment of ny suh Diretor or person ting s foresid, or tht the Diretors or ny of them were disqulified, e s vlid s if every suh person hd een duly ppointed nd ws qulified to e Diretor. 23 APPOINTMENT OF SECRETARY 23.1 Appointment The Seretry shll in ordne with the At e ppointed y the Bord for suh term, upon suh onditions s it thinks fit, nd ny Seretry so ppointed my e removed y it. A person must provide the Compny with signed onsent to t s Seretry prior to their ppointment. 24 SEAL 24.1 Common sel optionl The Bord my provide for the Compny to hve ommon sel whih must only e used with the uthority of the Bord or of su-ommittee of Diretors uthorised y the Bord in tht ehlf Affixing the sel The Compny my exeute doument (inluding Deed) using sel if the sel is ffixed to the doument nd the ffixing of the sel is witnessed y: two (2) Diretors; or Diretor nd Seretry. Pge 25 of 30

27 24.3 Exeution of douments without sel The Compny my exeute doument (inluding Deed) without using sel if the doument is signed y: two (2) Diretors; or Diretor nd Seretry Other wys of exeuting douments Notwithstnding luses 24.2 nd 24.3, doument (inluding Deed) my lso e signed y the Compny in ny other mnner permitted y lw. 25 ACCOUNTS 25.1 Keeping of finnil reords True ounts shll e kept in ordne with the At, the ACNC At nd ny Chritle Fundrising Legisltion (s pplile), of the sums of money reeived nd expended y the Compny nd the mtters in respet of whih reeipt nd expenditure tkes ple nd of the proper redits nd liilities of the Compny Inspetion y Memers The Bord shll from time to time determine t wht times nd ples nd under wht onditions the ounting nd other reords of the Compny shll e open to the inspetion of Memers Reporting to Memers The Bord shll provide nnul finnil reporting to Memers in ordne with the At Keeping of Seprte Aounts nd Finnil Reords Seprte ounts nd finnil reords must e kept for eh Merger Prtner Division for minimum of one (1) full finnil yer from the dte of Merger of new Merger Prtner with the Compny, or for suh longer period s my e required for quittl purposes. Pge 26 of 30

28 26 NOTICE 26.1 Servie of noties Any notie required y lw or y or under this Constitution to e given to ny Memer shll e given: d personlly; or y sending it y post to the ddress for the Memer in the Register of Memers; or y sending it to the fx numer nominted y the Memer; or y sending it y e-mil or like devie to the e-mil ddress or other eletroni ddress nominted y the Memer When notie deemed to e served Where notie is given personlly, servie of the notie shll e deemed to our on the dy of reeipt. Where notie is sent y post, servie of the notie shll e deemed to e effeted y properly ddressing, pre-pying, nd posting letter ontining the notie, nd to hve een effeted 3 dys fter it is posted. Where notie hs een given y fsimile, e-mil or like devie it shll e deemed to hve een given on the sme dy s trnsmission. 27 INDEMNITY 27.1 Indemnity for Diretors, Seretries nd other offiers Sujet to the At nd to the extent permitted y lw, the Compny must indemnify every person who is or hs een Diretor, the Seretry or nother offier (inluding memers of Merger Prtner Division Advisory Counil) of the Compny ginst liility: inurred y ny suh person ting in tht pity to person other thn the Compny or relted ody orporte where the liility does not rise out of lk of good fith; for the osts nd expenses inurred y ny suh person: i ii in defending proeedings, whether ivil or riminl, in whih judgment is given in his fvour or in whih he or she is quitted; or in onnetion with n pplition, in reltion to suh proeedings, in whih the ourt grnts relief to him or her under the At Indemnity for employees Every employee who is not Diretor, the Seretry or nother offier of the Compny my e indemnified, unless prohiited y lw, out of the property of the Compny ginst liility: inurred y the employee ting in tht pity; for the osts nd expenses inurred y him or her: Pge 27 of 30