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RiverSmart Constitution
– Revised 2018 –

Preliminary
1.  Defined terms & interpretation

1.1 In this Constitution unless the contrary intenfobjecttion appears:
Advisory Committee has the meaning given in clause 32.1(b).
Auditor means the Company’s auditor.
Board Committee has the meaning given in clause 32.1(a).
CEO means the chief executive officer of the Company, appointed pursuant to clause 39.1.
Chairperson means the person appointed as Chairperson pursuant to clause 24.
Company means RiverSmart Australia Ltd.
Constitution means the constitution of the Company as amended from time to time.
Corporations Act means the Corporations Act 2001 (Cth) as modified or amended from time to time.
Deputy Chairperson means the person appointed as Deputy Chairperson pursuant to clause 24.3.
Director includes any person occupying the position of director of the Company.
Directors means all or some of the Directors acting as a board.
Executive Director means a Director who is an employee of the Company, including the CEO.
Financial Year means a 12 month period ending on 30 June.
Member means a member under clause 4.
Non-Executive Director means a Director who is not an Executive Director.
Office means the Company’s registered office.
Register means the register of Members of the Company.
Registered Address means the last known address of a Member as noted in the Register.
Seal means the Company’s common seal (if any).
Secretary means any person appointed by the Directors to perform any of the duties of a secretary of the Company and if there are joint secretaries, any one or more of such joint secretaries.

1.2 In this Constitution, unless the contrary intention appears:

(a) the singular includes the plural and vice versa and words importing a gender include other genders;
(b) words importing natural persons include corporations;
(c) words and expressions defined in the Corporations Act have the same meaning in this Constitution; and
(d) headings are for ease of reference only and do not affect the construction of this Constitution.
1.3 Unless the contrary intention appears in this Constitution, an expression in a clause of this Constitution has the same meaning as in a provision of the Corporations Act that deals with the same matter as the clause.
1.4 To the extent permitted by law, the replaceable rules in the Corporations Act do not apply to the Company.

Objects
2. Objects

2.1 The objects for which the Company is established are to help protect the natural environment including by:
(a) providing advice on simple and practical steps that all Australians in their homes, schools, businesses, or on their farms, can take to reduce their river footprint
(b) providing support services, so that watercourse landholders, landcare and rivercare groups, regional natural resource management bodies, local governments and others can be proactive in taking well considered measures to reduce their river footprint and lead the way with river rehabilitation
(c) promoting farming practices that are both sustainable and river ‘friendly’ through promoting water use efficiency, reduced pollution of waterways and restoring riparian zones
(d) raising public awareness and educating the community and members of it to enable Australians to reduce their river footprint;
(e) operating the Window on the Wetlands Centre in Warren, New South Wales, as an education, recreation, tourism and cultural centre; and, as a mechanism for fundraising; and,
(f) providing a mechanism for major community, corporate and government investments in river rehabilitation, and raising awareness among all Australians of how they can all help reduce our river footprints; but not,
(g) for the dominant purpose of advocating a political party or cause, attempting to change the law or government policy, or promoting a particular point of view.
(h) establishing and maintaining a public fund to be called the Riversmart Blue Bucket Fund for the specific purpose of supporting the environmental objects of Riversmart Australia Limited. The Fund is established to receive all gifts of money or property for this purpose and any money received because of such gifts must be credited to its bank account. The Fund must not receive any other money or property into its account and it must comply with subdivision 30-E of the Income Tax Assessment Act 1997.

2.2 The objects for which the Company is established are to help protect the environment including The Company may only exercise the powers in section 124(1) of the Corporations Act to:
(a) carry out the objects in this clause 2; and
(b) do all things incidental or convenient in relation to the exercise of power under clause 2.1(f) .

Income and property of Company
3. Income and property of Company

3.1 The income and property of the Company will only be applied towards the promotion of the objects of the Company set out in clause 2.
3.2 No income or property will be paid or transferred directly or indirectly to any Member of the Company except for payments to a Member:
(a) in return for any services rendered or goods supplied in the ordinary and usual course of business to the Company; or
(b) of interest at a rate not exceeding current bank overdraft rates of interest for moneys lent.

Membership
4. Admission

4.1 The number of Members of the Company will be such number between fifty (50) and one hundred (100) as the Directors shall determine from time to time, subject to that number complying with the Corporations Act.
4.2 The Members of the Company are:
(a) the persons who consented to become Members in the application for registration of the Company (Founding Members); and
(b) any person admitted to membership in accordance with this clause 4.
4.3 Applications for membership of the Company must be made in writing and be signed by the applicant.
4.4 The Directors will consider each application for membership at the next Directors’ meeting after the application is received.
4.5 As soon as practicable following acceptance of an application for membership, the Secretary will send the applicant written notice of the acceptance. An applicant for membership becomes a Member upon such acceptance.
4.6 The rights and privileges of every Member are personal to each Member and are not transferable by the Member’s own act or by operation of law.

5. Subscription Fees

5.1 A person who applies and is approved for membership as provided in this Constitution is eligible to be a Member of the Company on payment of any joining fee and annual subscription as prescribed by the directors.

6. Membership entitlements not transferable

6.1 A right, privilege or obligation which a person has by reason of being a member of the group—
(a) is not capable of being transferred or transmitted to another person or organisation ; and
(b) terminates on cessation of the membership.

Ceasing to be a Member
7.1 A Member’s membership of the Company will cease:

(a) if the Member gives the Secretary written notice of resignation, from the date of receipt of that notice by the Secretary;
(b) if a liquidator is appointed in connection with the winding-up of the Member; or
(c) if an order is made by a Court for the winding-up or deregistration of the Member.
7.2 On failing to pay any subscription that may be prescribed by the Directors from time to time for a period of twelve (12) months after the subscription was due and payable;
7.3 On becoming of unsound mind or a person whose personal estate is liable to be dealt with in any way under a law related to mental health;
7.4 On becoming bankrupt or insolvent or making an arrangement or composition with creditors of a person’s joint or separate estate generally;
7.5 On the passing of a resolution by the Directors
7.6 Any Member ceasing to be a Member will remain liable for and will pay to the Company any moneys which were due to the Company at the date of ceasing to be a Member.

General meetings
8. Calling general meeting

8.1 The Directors may, at any time, call a general meeting.
8.2 A Member may:
(a) only request the Directors to call a general meeting in accordance with section 249D of the Corporations Act; and
(b) not request or call and arrange to hold a general meeting except under section 249E or 249F of the Corporations Act.

9. Notice of general meeting

9.1 Subject to the provisions of the Corporations Act allowing general meetings to be held with shorter notice, at least 21 days written notice (exclusive of the day on which the notice is served or deemed to be served and of the day for which notice is given) must be given to all Members and other persons referred to in clause 48.1 of any general meeting.
9.2 A notice calling a general meeting:
(a) must specify the place, date and time of the meeting and if the meeting is to be held in two or more places, the technology that will be used to facilitate this;
(b) must state the general nature of the business to be transacted at the meeting; and
(c) may specify a place, facsimile number and electronic address for the purposes of proxy appointment.
9.3 The business to be transacted at an annual general meeting may, regardless of whether stated in the notice, include:
(a) the consideration of the annual financial report, Directors’ report and the Auditor’s report;
(b) the election of directors; or
(c) the appointment and fixing of the remuneration of the Auditor.
9.4 The Directors may postpone or cancel any general meeting whenever they think fit (other than a meeting called as the result of a request under clause 8.2).
9.5 The Directors must give notice to all Members and other persons referred to in clause 48.1 of:
(a) the postponement or cancellation of a general meeting;
(b) the place, date and time of any new meeting.
9.6 The failure or accidental omission to send a notice of a general meeting (including a proxy appointment form) to any Member or other person referred to in clause 48.1 or the non-receipt of a notice (or form) by any Member or other person referred to in clause 48.1 does not invalidate the proceedings at or any resolution passed at the general meeting.

Proceedings at general meetings
10. Member

In clauses 11 (Quorum), 12 (Chairperson), 14 (Decision on questions) and 16 (Voting rights), Member includes a Member present in person or by proxy or attorney.

11. Quorum

No business may be transacted at a general meeting unless a quorum of Members is present when the meeting proceeds to business.A quorum of Members is at least 5 current members. If a quorum is not present within 30 minutes after the time appointed for a general meeting:
(a) if the general meeting was called on the requisition of Members, it is automatically dissolved; or
(b) in any other case:
(i) it will stand adjourned to the same time and place seven days after the meeting, or to another day, time and place determined by the Directors; and
(ii) if at the adjourned general meeting a quorum is not present within 30 minutes after the time appointed for the general meeting, the general meeting is automatically dissolved.

12. Chairperson

12.1 The Chairperson, or in the Chairperson’s absence the Deputy Chairperson, will be the chairperson at every general meeting.
12.2 The Directors present may elect a chairperson of a general meeting if:
(a) there is no Chairperson or Deputy Chairperson; or
(b) neither the Chairperson nor Deputy Chairperson is present within 15 minutes after the time appointed for holding the general meeting; or
(c) the Chairperson and Deputy Chairperson are unwilling to act as chairperson of the general meeting.
12.3 If no election is made under clause 12.2, then:
(a) the Members may elect one of the Directors present as chairperson of the general meeting; or
(b) if no Director is present or is willing to take the chair, the Members may elect one of the Members present as chairperson of the general meeting.

13. Adjournment

13.1 The chairperson of a general meeting at which a quorum is present:
(a) in his or her discretion may adjourn the general meeting with the meeting’s consent; and
(b) must adjourn the general meeting if the meeting directs him or her to do so.
13.2 An adjourned general meeting may take place at a different venue to the initial general meeting.
13.3 The only business that can be transacted at an adjourned general meeting is the unfinished business of the initial general meeting.
13.4 Notice of an adjourned general meeting must only be given in accordance with clause 9.1 if a general meeting has been adjourned for more than 21 days.

14. Decision on questions

14.1 Subject to the Corporations Act in relation to special resolutions, a resolution is carried at a general meeting if a majority of the votes cast on the resolution are in favour of the resolution.
14.2 The chairperson of a general meeting does not have a casting vote at general meetings in addition to the chairperson’s votes as a Member, proxy or attorney.
14.3 A resolution put to the vote of a meeting is decided on a show of hands unless a poll is demanded by any Member or the chairperson of the meeting.
14.4 A poll may be demanded before a vote is taken or before or after the voting results on a show of hands are declared.
14.5 Unless a poll is demanded:
(a) a declaration by the chairperson that a resolution has been carried, carried by a specified majority, or lost; and
(b) an entry to that effect in the minutes of the meeting,
are conclusive evidence of the fact without proof of the number or proportion of the votes in favour of or against the resolution.
14.6 The demand for a poll may be withdrawn.
14.7 A decision of a general meeting may not be impeached or invalidated on the ground that a person voting at the general meeting was not entitled to do so.
14.8 If there is a dispute at a general meeting about a question of procedure, the chairperson of the general meeting may determine the question.

15. Taking a poll

15.1 A poll will be taken when and in the manner that the chairperson of the general meeting directs.
15.2 The result of the poll will be the resolution of the meeting at which the poll was demanded.
15.3 The chairperson of a general meeting may determine any dispute about the admission or rejection of a vote on a poll.
15.4 The chairperson’s determination, if made in good faith, will be final and conclusive.
15.5 A poll demanded on the election of the chairperson or the adjournment of a general meeting must be taken immediately.
15.6 After a poll has been demanded at a general meeting, the general meeting may continue for the transaction of business other than the question on which the poll was demanded.

Votes of Members
16. Voting rights

A Member entitled to vote has one vote.

17. Objections

17.1 An objection to the qualification of a voter may only be raised at the general meeting or adjourned general meeting at which the voter tendered its vote.
17.2 An objection must be referred to the chairperson of the general meeting, whose decision is final.
17.3 A vote which the chairperson does not disallow because of an objection is valid for all purposes.

18. Votes by proxy

Votes by proxy are not allowed

Appointment and removal of Directors
19. Number of Directors

From the date of Company Registration until the 30 June 2009 the number of Directors is three including the Chairperson and the CEO. From 1 July 2009 the number of Directors is five including the Chairperson and the CEO.

20. Appointment of Directors

20.1 The initial Directors of the Company are the persons who have consented to act as directors and are set out in the Company’s application for registration as a Company. Those persons hold office subject to the Constitution.
20.2 The Directors shall include up to three (3) Directors appointed by the Founding Members from time to time (“Appointed Directors”). Notwithstanding any other provision in this Constitution Appointed Directors shall hold office for three years and may be reappointed or replaced by the Founding Members.
20.3 All Directors, other than the initial Directors and Appointed Directors and the CEO, must be appointed by the Members by election at a general meeting.
20.4 The CEO (not including any person acting in that position temporarily) will be a Director for the period of his or her appointment as CEO, subject to clause 23 and clause 42.4,.
20.5 An election must be conducted at each annual general meeting at which a Director is scheduled to retire.
20.6 In the case of a casual vacancy, an election will be held at the next general meeting following the vacancy arising or, if the Company would not have time to comply with clause 22.3 for that meeting, at the next general meeting for which the Company is able to comply.
20.7 The election result must be declared by the Company at the general meeting and the appointment will take effect at the end of the meeting.
20.8 Subject to clause 20.9, each election will be decided by majority vote of eligible voting Members on a preferential basis.
20.9 The Members may resolve to postpone an election of Directors until a later general meeting and the Company may call for additional nominations prior to that later meeting.
20.10 Voting rights for Members for election of Directors are the same as for any other resolutions at general meetings.

21. Retirement

21.1 Subject to clause 21.3, at the close of every annual general meeting (not including the Company’s first annual general meeting), one-half of the Directors (not including the CEO or the Appointed Directors) or, if their number is not a multiple of two, then the number nearest to but not more than one-half of the Directors (not including the CEO), must retire.
21.2 The Directors to retire by rotation at an annual general meeting are those Directors who have been longest in office since their last appointment (not including the CEO). Directors appointed on the same day may agree among themselves or determine by lot which of them must retire.
21.3 A Director (other than the CEO and the Chairperson) must retire from office at the conclusion of the second annual general meeting after the Director was last appointed, even if his or her retirement results in more than one-half of all Directors retiring from office.
21.4 A retiring Director remains in office until the end of the relevant meeting and will be eligible for re-appointment at the meeting.

22. Nomination of Director

22.1 A person other than a retiring Director is not eligible for election as a Director at a general meeting unless a written notice has been left at the Office :
(a) stating that the Member nominates the person for election as a Director;
(b) stating that the person consents to the nomination; and
(c) signed by the proposing Member and the nominated person.
22.2 A notice given in accordance with clause 22.1 must be left at the Office at least 14 days before the relevant general meeting.
22.3 A written notice referring to all Director vacancies and each candidate for election, must be sent to all Members at least seven days before every general meeting at which an election of a Director will take place.

23. Vacation of office
The office of a Director immediately becomes vacant if the Director:

(a) is prohibited by the Corporations Act or other legislation from holding office or continuing as a Director;
(b) is liable to have a person appointed, under a law relating to the administration of estates of persons who through mental or physical incapacity are incapable of managing their affairs, to administer it;
(c) resigns by notice in writing to the Company;
(d) is removed by a resolution of the Company in general meeting;
(e) is directly or indirectly interested in any contract or proposed contract with the Company and fails to declare the nature of the interest as required by the Corporations Act;
(f) is an employee or officer of a Member that ceases to be a Member; or
(g) was nominated to be elected as a Director by a Member that ceases to be a Member.

24. Chairperson

24.1 The Directors shall elect by ordinary majority resolution a Director as Chairperson.
24.2 A retiring Chairperson is eligible for re-election as Chairperson.
24.3 The Directors may elect a Director as Deputy Chairperson to act as chairperson in the Chairperson’s absence.
24.4 The Directors present may elect a chairperson of a Directors’ meeting if:
(a) there is no Chairperson or Deputy Chairperson; or
(b) neither the Chairperson nor Deputy Chairperson is present within 15 minutes after the time appointed for holding the Directors’ meeting; or
(c) the Chairperson and Deputy Chairperson are unwilling to act as chairperson of the Directors’ meeting.

Powers and duties of Directors
25. Directors to manage Company

25.1 The business of the Company is managed by the Directors who may exercise all powers of the Company that this Constitution and the Corporations Act do not require to be exercised by the Company in general meeting.

25.2 Every Director and other agent or officer of the Company must:

(a) keep secret all aspects of all transactions of the Company, except:
(i) to the extent necessary to enable the person to perform his or her duties to the Company;
(ii) as required by law;
(iii) where authorised pursuant to clause 30.8; and
(iv) when requested by the Directors to disclose information, to the auditors of the Company or a general meeting of the Company; and
(b) if requested by the Directors, sign and make a declaration that he or she will not disclose or publish any aspect of any transaction of the Company.

Remuneration of Directors
26. Remuneration of Non-Executive Directors

26.1 The Non-Executive Directors may be paid or provided remuneration for their services as Directors, provided that:
(a) the total amount or value of remuneration to all Non-Executive Directors must not exceed an aggregate maximum amount determined by the Company in general meeting; and
(b) if no maximum amount has been determined by the Company in general meeting, then the Non Executive Directors may not be paid remuneration for their services as Directors.
26.2 The aggregate sum to be paid under clause 26.1 will be divided among the Non-Executive Directors in such proportion and manner as the Company in general meeting may determine or, if not so determined, as the Directors agree or, in default of agreement, equally and shall be deemed to accrue from day to day.
26.3 A Non-Executive Director may be paid for any service rendered to the Company by the Non Executive Director in a professional or technical capacity, other than in the capacity as Director, where the provision of the service has the prior approval of the Directors and where the amount payable is approved by the Directors and is not more than an amount which commercially would be reasonable payment for the service.
26.4 Non-Executive Directors may also be paid all travelling, hotel and other expenses properly incurred by them in attending and returning from meetings of the Directors or any Board Committee or Advisory Committee or general meetings of the Company or otherwise in connection with the Company’s business.
26.5 The Company may also pay a premium for a contract insuring a person who is or has been a Non Executive Director against liability incurred by the person as a Director, except in circumstances prohibited by the Corporations Act.

27. Remuneration of Executive Directors

27.1 The Directors may appoint a Director to any full-time or substantially full-time executive position in the Company, including as CEO, on such terms as they think fit.
27.2 The remuneration of an Executive Director from time to time will be fixed by the Directors.
27.3 The Company may reimburse an Executive Director for his or her expenses properly incurred as a Director or in the course of his or her office.
27.4 Except in circumstances prohibited by the Corporations Act, the Company may pay a premium for a contract insuring a person who is or has been an Executive Director against liability incurred by the person as a Director.

Proceedings of Directors
28. Directors’ meetings

28.1 A Director may at any time, and the Secretary must on the request of a Director, call a Directors’ meeting.
28.2 A Directors’ meeting must be called on at least 48 hours notice of a meeting to each Director.
28.3 Subject to the Corporations Act, a Directors’ meeting may be held by the Directors communicating with each other by any technological means by which they are able simultaneously to hear each other and to participate in discussion.
28.4 The Directors need not all be physically present in the same place for a Directors’ meeting to be held.
28.5 Subject to clause 30, a Director who participates in a meeting held in accordance with this Constitution is taken to be present and entitled to vote at the meeting.
28.6 The Directors may meet together, adjourn and regulate their meetings as they think fit.
28.7 A quorum is a majority of Directors for the time being or three Directors, whichever is higher.
28.8 Where a quorum cannot be established for the consideration of a particular matter at a meeting of Directors, the chairperson of the meeting of Directors may call a general meeting to deal with the matter.
28.9 Notice of a meeting of Directors may be given in writing, or the meeting may be otherwise called using any technology consented to by all the Directors.

29. Decision on questions

29.1 Subject to this Constitution, questions arising at a meeting of Directors are to be decided by a majority of votes of the Directors present and voting and, subject to clause 30, each Director has one vote.
29.2 If there is an equality of votes, the chairperson of a meeting of Directors will have a casting vote in addition to his or her deliberative vote.

30. Directors’ interests

30.1 No contract made by a Director with the Company and no contract or arrangement entered into by or on behalf of the Company in which any Director may be in any way interested is avoided or rendered voidable merely because of the Director holding office as a director or because of the fiduciary obligations arising out of that office, provided that the contract or arrangement has been approved by the Board.
30.2 No Director contracting with or being interested in any arrangement involving the Company is liable to account to the Company for any profit realised by or under any such contract or arrangement merely because of the Director holding office as a director or because of the fiduciary obligations arising out of that office.
30.3 A Director is not disqualified merely because of being a Director from contracting with the Company in any respect.
30.4 A Director or a body or entity in which a Director has a direct or indirect interest may:
(a) enter into any agreement or arrangement with the Company;
(b) hold any office or place of profit other than as auditor in the Company; and
(c) act in a professional capacity other than as auditor for the Company,
and the Director or the body or entity can receive and keep beneficially any remuneration, profits or benefits under any agreement or arrangement with the Company or from holding an office or place of profit in or acting in a professional capacity with the Company.
30.5 A Director who has a material personal interest in a matter that is being considered at a Directors’ meeting must not:
(a) be present while the matter is being considered at the meeting; or
(b) vote on the matter,
unless permitted by the Corporations Act to do so, in which case the Director may:
(c) be counted in determining whether or not a quorum is present at any meeting of Directors considering that contract or arrangement or proposed contract or arrangement;
(d) sign or countersign any document relating to that contract or arrangement or proposed contract or arrangement; and
(e) vote in respect of, or in respect of any matter arising out of, the contract or arrangement or proposed contract or arrangement.
30.6 A Director may be or become a director or other officer of, or otherwise interested in, any related body corporate or any other body corporate promoted by the Company or in which the Company may be interested as a vendor, shareholder or otherwise and is not accountable to the Company for any remuneration or other benefits received by the Director as a director or officer of, or from having an interest in, that body corporate.
30.7 Without limiting his or her other obligations, a Director who is an employee, board member or contractor of a Member that has a material financial interest in a matter that is being considered at a Directors’ meeting must not:
(a) be present while the matter is being considered at the meeting; or
(b) vote on the matter,
unless the other Directors resolve otherwise.
30.8 A Director who is an employee or board member of a Member may disclose to that Member any information (confidential or otherwise) about the affairs, finances and accounts of the Company that comes into the Director’s possession from time to time, subject to requiring the Member to maintain the confidentiality of any confidential information. This right will not apply if:
(a) the exercise of such a right is inconsistent with this Constitution or the Director’s fiduciary or other legal duties; and
(b) the Board has directed that such information not be disclosed to the relevant Member.

31. Remaining Directors

31.1 The Directors may act even if there are vacancies on the board.
31.2 If the number of Directors is not sufficient to constitute a quorum at a Directors’ meeting, the Directors may act only to call a general meeting.

32. Committees

32.1 The Directors may establish either or both of the following:
(a) committees with powers delegated by the Directors (Board Committees); and
(b) advisory committees, with no delegated powers, to advise the Directors on specified matters (Advisory Committees).
32.2 Board Committee members and Advisory Committee members will be appointed by the Directors.
32.3 At least one member of each Board Committee must be a Director.
32.4 Meetings of any Board Committee or Advisory Committee will be governed by the provisions of this Constitution which deal with Directors’ meetings so far as they are applicable and are not inconsistent with any directions of the Directors. The provisions apply as if each Board Committee or Advisory Committee member was a Director.
32.5 Clause 34 regarding written resolutions applies to resolutions of Board Committees and Advisory Committees as if each Board Committee or Advisory Committee member was a Director.

33. Delegation

33.1 The Directors may, upon any terms and conditions or restrictions as they see fit, delegate any of their powers, other than those which by law must be dealt with by the Directors as a board, to:
(a) a Board Committee;
(b) a Director; or
(c) an employee of the Company.
33.2 A Board Committee to which, or person to whom, any powers have been delegated must exercise their powers in accordance with any directions of the Directors and a power exercised in that way is taken to have been exercised by the Directors.
33.3 A Board Committee to which, or person to whom, any powers have been delegated may be authorised by the Directors to sub delegate all or any of the powers for the time being vested in it.
33.4 The Directors may at any time revoke any delegation of power.

34. Written resolutions

34.1 The Directors may pass a resolution without a Director’s meeting being held if all the Directors entitled to vote on the resolution sign a document containing a statement that they are in favour of the resolution set out in the document. The resolution is passed when the last Director signs.
34.2 For the purposes of clause 34.1, separate copies of a document may be used for signing by Directors if the wording of the resolution and statement is identical in each copy.
34.3 Any document referred to in this clause may be in the form of a facsimile or electronic transmission.
34.4 The minutes of Directors’ meetings must record that a meeting was held in accordance with this clause 34.

35. Validity of acts of Directors

If it is discovered that:
(a) there was a defect in the appointment of a person as a Director; or
(b) any of the circumstances specified in clause 23 applied to a person appointed as a Director,
all acts of the Directors before the discovery was made are as valid as if the person had been duly appointed and was not disqualified.

36. Minutes and Registers
36.1 The Directors must cause minutes to be made of:

(a) the names of the Directors present at all Directors’ meetings and meetings of Board Committees;
(b) all proceedings and resolutions of general meetings, Directors’ meetings and meetings of Board Committees;
(c) all resolutions passed by Directors in accordance with clause 34;
(d) all appointments of officers;
(e) all orders made by the Directors and Board Committees; and
(f) all disclosures of interests made under clause 30.
36.2 Minutes must be signed by the chairperson of the meeting or by the chairperson of the next meeting of the relevant body.
36.3 The Company must keep all registers required by this Constitution and the Corporations Act.

Management
37. Local management

37.1 The Directors may provide for the management and transaction of the affairs of the Company in any places and in such manner as they think fit.
37.2 Without limiting clause 37.1 the Directors may:
(a) establish local boards or agencies for managing any of the affairs of the Company in a specified place and appoint any persons to be members of those local boards or agencies; and
(b) delegate to any person appointed under clause 37.2(a) any of the powers, authorities and discretions which may be exercised by the Directors under this Constitution,
on any terms and subject to any conditions determined by the Directors.
37.3 The Directors may at any time revoke or vary any delegation under this clause 37.

38. Appointment of attorneys and agents

38.1 The Directors may from time to time by resolution or power of attorney executed in accordance with section 127 of the Corporations Act appoint any person to be the attorney or agent of the Company:
(a) for the purposes;
(b) with the powers, authorities and discretions (not exceeding those exercisable by the Directors under this Constitution);
(c) for the period; and
(d) subject to the conditions,
determined by the Directors.

38.2 An appointment by the Directors of an attorney or agent of the Company may be made in favour of:

(a) any member of any local board established under this Constitution;
(b) any company;
(c) the members, directors, nominees or managers of any company or firm; or
(d) any fluctuating body of persons whether nominated directly or indirectly by the Directors.
38.3 A power of attorney may contain such provisions for the protection and convenience of persons dealing with an attorney as the Directors think fit.
38.4 The Directors may appoint attorneys or agents in writing, including any printable electronic communication, to act for and on behalf of the Company.
38.5 An attorney or agent appointed under this clause 38 may be authorised by the Directors to sub-delegate all or any of the powers authorities and discretions for the time being vested in it.

Chief Executive Officer
39. Chief Executive Officer

39.1 The Directors may appoint any person, including a Director, to the position of CEO for the period and on the terms (including as to remuneration) that the Directors see fit, and may remove the CEO.
39.2 Subject to clause 42.4, he CEO will be a Director pursuant to clause 20.4.
39.3 In the event of the appointment of a Director as CEO, that Director will be regarded from the date of effect of appointment as a Director under clause 20.4 and a vacancy in the Directors will arise at that time.
39.4 The Company in general meeting may, pursuant to clause 23(d), remove the CEO from holding office as a Director, but may not remove the CEO from his or her position as CEO.

Secretary
40. Secretary

40.1 There must be at least one secretary of the Company, appointed by the Directors for a term and at remuneration and on conditions determined by them.
40.2 The Secretary is entitled to attend and be heard on any matter at all Directors’ and general meetings.
40.3 The Directors may, subject to the terms of the Secretary’s employment contract, suspend, remove or dismiss the Secretary.
40.4 If the CEO is appointed as Secretary, the CEO will not be entitled to any remuneration in addition to his or her remuneration as CEO.

Public Fund
41. Requirements of the Public Fund

41.1 The organisation must inform the Department responsible for the environment as soon as possible if:
(a) it changes its name or the name of its public fund; or
(b) there is any change to the membership of the management committee of the public fund; or
(c) there has been any departure from the model rules for public funds located in the Guidelines to the Register of Environmental Organisations.
41.2 The organisation agrees to comply with any rules that the Treasurer and the Minister with responsibility for the environment may make to ensure that gifts made to the fund are only used for its principal purpose.
41.3 The income and property of the organisation shall be used and applied solely in promotion of its objects and no portion shall be distributed, paid or transferred directly or indirectly by way of dividend, bonus or by way of profit to member organisations, directors, or trustees of the organisation.
41.4 Any allocation of funds or property to other persons or organisations will be made in accordance with the established purposes of the group and not be influenced by the preference of the donor.
41.5 In case of the winding-up of the fund, any surplus assets remaining after the payment of the fund’s liabilities shall be transferred to another fund with similar objectives that is on the Register of Environmental Organisations.
41.6 Statistical information requested by the Department on donations to the public fund will be provided within four months of the end of the financial year. An audited financial statement for the organisation and its public fund will be supplied with the annual statistical return. The statement will provide information on the expenditure of public fund monies and the management of public fund assets.

42. Rules of the Public Fund

42.1 The objective of the fund is to support the association’s environmental purposes.
42.2 Members of the public are to be invited to make gifts of money or property to the fund for the environmental purposes of the association.
42.3 Money from interest on donations, income derived from donated property, and money from the realisation of such property is to be deposited into the fund.
42.4 A separate bank account is to be opened to deposit money donated to the fund, including interest accruing thereon, and gifts to it are to be kept separate from other funds of the organisation.
42.5 Receipts are to be issued in the name of the fund and proper accounting records and procedures are to be kept and used for the fund.
42.6 The fund will operate on a not-for-profit basis.
42.7 A committee of management of no fewer than three persons will administer the fund. The committee of management will be appointed by the organisation. A majority of the members of the committee of management are required to be ‘responsible persons’ as defined by the Guidelines to the Register of Environmental Organisations.

Seals
43. Common Seal

43.1 If the Company has a Seal:
(a) the Directors must provide for the safe custody of the Seal;
(b) the Seal must not be used without the authority of the Directors;
(c) every document to which the Seal is affixed must be signed by a Director and be countersigned by another Director, the Secretary or another person appointed by the Directors to countersign the document.
44. Duplicate Seal
44.1 If the Company has a Seal, the Company may have one or more duplicate Seals of the Seal each of which:
(a) must be a facsimile of the Seal with the addition on its face of the words ‘Duplicate Seal’;
(b) must not be used except with the authority of the Directors.

Audit and accounts
45. Audit and accounts

45.1 The Directors must cause the Company to keep written financial records in relation to the business of the Company in accordance with the requirements of the Corporations Act.
45.2 The Directors must cause the financial records of the Company to be audited in accordance with the requirements of the Corporations Act.

Inspection of records
46. Inspection of records

46.1 Except as otherwise required by the Corporations Act, the Directors may determine whether and to what extent, and at what times and places and under what conditions, the financial records and other documents of the Company or any of them will be open for inspection by Members other than Directors.
46.2 Except as otherwise required by the Corporations Act, a Member other than a Director does not have the right to inspect any financial records or other documents of the Company unless the Member is authorised to do so by a court order or a resolution of the Directors.
Notices

47. Service of notices
47.1 Notice may be given by the Company to any person who is entitled to notice under this Constitution:

(a) by serving it on the person; or
(b) by sending it by post, facsimile transmission or electronic notification to the person at the person’s address shown in the Register or the address supplied by the person to the Company for sending notices to the person.
47.2 A notice sent by post is taken to be served:
(a) by properly addressing, prepaying and posting a letter containing the notice; and
(b) on the day after the day on which it was posted.
47.3 A notice sent by facsimile transmission or electronic notification is taken to be served:
(a) by properly addressing the facsimile transmission or electronic notification and transmitting it; and
(b) on the day after its despatch.
47.4 If a Member has no Registered Address a notice will be taken to be served on that Member 24 hours after it was posted on a notice board at the Office.
47.5 A Member whose Registered Address is not in Australia may specify in writing an address in Australia to be taken to be the Member’s Registered Address within the meaning of this clause.
47.6 A certificate in writing signed by a Director, Secretary or other officer of the Company that a document or its envelope or wrapper was addressed and stamped and was posted is conclusive evidence of posting.
47.7 Subject to the Corporations Act the signature to a written notice given by the Company may be written or printed.
47.8 All notices sent by post outside Australia must be sent by prepaid airmail post.

48. Persons entitled to notice
48.1 Notice of every general meeting must be given to:

(a) every Member;
(b) every Director and Secretary; and
(c) the Auditor.

48.2 No other person is entitled to receive notice of a general meeting.

Winding up
49. Winding up

49.1 If the Company is wound up:
(a) each Member; and
(b) each person who has ceased to be a Member in the preceding year,
undertakes to contribute to the property of the Company for the:
(c) payment of debts and liabilities of the Company (in relation to clause 49.1(b), contracted before the person ceased to be a Member) and payment of costs, charges and expenses of winding up; and
(d) adjustment of the rights of such Members and former Members amongst themselves,
such amount as may be required, not exceeding $10.
49.2 If any surplus assets remain following the winding up of the Company, the surplus assets will not be paid to or distributed amongst Members, but will be given or transferred to another body corporate which, by its constitution, is:
(a) required to pursue objects similar to the objects of the Company;
(b) required to apply its profits (if any) or other income in promoting its objects; and
(c) prohibited from making any distribution to its members or paying fees to its directors,
such corporation to be determined by the Members at or before the winding up and in default, by application to the Supreme Court of the Australian Capital Territory for determination.

Indemnity
50. Indemnity

50.1 To the extent permitted by law and subject to the restrictions in section 199A of the Corporations Act the Company indemnifies every person who is or has been an officer of the Company against any liability (other than for legal costs) incurred by that person as such an officer of the Company (including liabilities incurred by the officer as an officer of a subsidiary of the Company where the Company requested the officer to accept that appointment).
50.2 To the extent permitted by law and subject to the restrictions in section 199A of the Corporations Act, the Company indemnifies every person who is or has been an officer of the Company against reasonable legal costs incurred in defending an action for a liability incurred by that person as such an officer of the Company (including such legal costs incurred by the officer as an officer of a subsidiary of the Company where the Company requested the officer to accept that appointment).
50.3 The amount of any indemnity payable under clauses 50.1 or 50.2 will include an additional amount (GST Amount) equal to any GST payable by the officer being indemnified (Indemnified Officer) in connection with the indemnity (less the amount of input tax credit claimable by the Indemnified Officer in connection with the indemnity). Payment of any indemnity which includes a GST Amount is conditional upon the Indemnified Officer providing the Company with a GST tax invoice for the GST Amount.
50.4 For the purposes of this clause 50, officer means:
(a) a Director; or
(b) a Secretary.


End of Constitution Document.