The Wilai Foundation Ltd.'s Constitution
Number (ACN) 615 755 318
Australian Business Number (ABN) 896
A company limited by guarantee
Table of contents
Name of the company
Type of company
Limited liability of
purposes and powers
10 Membership and register of
11 Who can be a member
12 How to apply to become a
13 Directors decide whether to approve
14 When a person becomes a member
15 When a person stops being a
resolution and disciplinary procedures
16 Dispute resolution
17 Disciplining members
18 General meetings called by directors
19 General meetings called by
20 Annual general meeting
21 Notice of general meetings
22 Quorum at general meetings
23 Auditor's right to attend
24 Representatives of members
25 Using technology to hold
26 Chairperson for general meetings
27 Role of the chairperson
28 Adjournment of meetings
resolutions and statements
29 Members' resolutions and statements
30 Company must give notice of proposed resolution or distribute
31 Circular resolutions of members
32 How many votes a member has
33 Challenge to member’s right to
34 How voting is carried out
35 When and how a vote in writing must be held
36 Appointment of proxy
37 Voting by proxy
38 Number of directors
39 Election and appointment of directors
40 Election of chairperson
41 Term of office
42 When a director stops being a
Powers of directors
43 Powers of directors
44 Delegation of directors’ powers
45 Payments to directors
46 Execution of Documents
Duties of directors
47 Duties of directors
48 Conflicts of interest
49 When the directors meet
50 Calling directors’ meetings
51 Chairperson for directors meetings
52 Quorum at directors' meetings
53 Using technology to hold directors'
54 Passing directors' resolutions
55 Circular resolutions of
56 Appointment and role of
Minutes and records
57 Minutes and records
58 Financial and related records
60 What is notice
61 Notice to the company
62 Notice to members
63 When notice is taken to be
64 Company's financial year
insurance and access
67 Directors' access to documents
68 Surplus assets not to be distributed to
69 Distribution of surplus assets
71 Reading this constitution with the Corporations Act
1. Name of the company
The name of the company is Wilai
Foundation Ltd. (the company).
2. Type of company
The company is a not-for-profit public company limited by
guarantee which is established to be, and to continue as, a charity.
3. Limited liability of members
The liability of members is limited to the amount of the guarantee in
4. The guarantee
Each member must contribute
an amount not more than $10 (the guarantee) to the property of the
company ifthe company is wound up while the member is a member, or within 12 months after
they stop being a member, andthis contribution is required to pay for the:
debts and liabilities of the company incurred before the member stopped being a member,
costs of winding up.
In this constitution, words and phrases have the meaning set out in clauses 70 and 72.
The company is established for the public charitable purposes
Provide non-religious support to
any stateless person (with priority given to female orphan children) principally in Thailand and Myanmar or
any other country. Such support includes, but is not limited to,
facilitating the attainment of human rights regardless of age, sex, ethnic background, religion, political
beliefs, marital status or sexual orientation;
support education for stateless
children through scholarship funds;
The Wilai Foundation Ltd is established to be a charity
with the secondary purposes of promoting and protecting human rights by:
acting as an advocate for orphan
stateless children from Thailand and Myanmar;
education and the raising of community awareness of the plight of those persons who are stateless;
promoting reform to ensure that
every child’s birth is registered, regardless of the child’s (or the child’s parents’) legal status
(including nationality or statelessness) and to ensure proof of birth and identity is documented for all
conducting research to increase
the understanding of statelessness and to developing solutions;
and to do all acts as may be reasonably necessary to achieve the objects of the Corporation, or
objects incidental thereto.
Subject to clause 8, the company
has the following powers, which may only be used to carry out its purposes set out in clause 6:
the powers of an individual,
all the powers of a company limited by guarantee
under the Corporations
raise funds or encourage contributions by way of gifts
(by will or otherwise),
grants, sponsorships or otherwise, by personal or public
appeals or by any other manner;
arrange conferences, meetings and other forums; and do
all other things that are incidental or conducive to carrying out the company’s
The company must not distribute any income or assets directly or indirectly to its members, except as provided
in clauses 8.2and 69.
Clause 8.1does not stop the company from doing the following things, provided they are done in good
paying a member for goods or services they have
provided or expenses they have properly incurred at fair and reasonable rates or rates more favourable to the
making a payment to a member in carrying out the company’s charitable purpose(s).
9. Amending the constitution
Subject to clause 9.2, the members may amend this constitution by passing a special resolution.
The members must not pass a special
resolution that amends this constitution if passing it causes the company to no longer be a charity.
register of members
The members of the company are:
any other person that the directors allow to be a member, in accordance with this
The membership of the company shall be divided into
two classes of membership; namely “Founding Members” and “Ordinary Members”. The
directors may in their absolute discretion determine to create additional classes of membership. Where the directors create additional classes of membership, the directors
will determine the initial rights and duties of each class of member and the qualification for membership of
The company must establish and maintain a register of members. The register of members must be kept by the secretary and must
for each current
any alternative address nominated by the member for
the service of notices, and
class of member (if
date the member was entered on to the
for each person who stopped being a member in the last
any alternative address nominated by the member for
the service of notices, and
dates the membership started and ended.
The company must give current
members access to the register of members.
Information that is accessed from the
register of members must only be used in a manner relevant to the interests or rights of
Who can be a member
A person who supports the purposes of the company
is eligible to apply to be a member of the company under
In this clause, ‘person’ means an individual or incorporated
How to apply to become a member
A person (as defined in clause 11.2)
must apply in the form and manner decided by the directors and state that
want to become a
support the purposes of the company,
agree to comply with the company’s
constitution, including paying the guarantee under clause 4 if required.
Directors decide whether to approve membership
The directors must consider an application for
membership within a reasonable time after the secretary receives the
If the directors approve an application, the secretary
must as soon as possible:
enter the new member on the register of members,
write to the applicant to tell them that their
application was approved, and the date that their membership started (see clause 14).
If the directors reject an application, the secretary
must write to the applicant as soon as possible to tell them that their application has been rejected, but
does not have to give reasons.
For the avoidance of doubt, the directors may approve
an application even if the application does not state the matters listed in clauses 12(a) or
12(b). In that case, by applying to be a member, the applicant
agrees to those three matters.
When a person becomes a member
Other than initial members, an applicant will
become a member when they are entered on the register of members.
When a person stops being a member
A person immediately stops being a member if they:
are wound up or otherwise dissolved or deregistered
(for an incorporated member)
(c) resign, by writing to the secretary
are expelled under clause 17, or
have not responded within three months to a written request from the secretary that they
confirm in writing that they want to remain a member.
and disciplinary procedures
The dispute resolution procedure in this clause
applies to disputes (disagreements) under this constitution between a member or director
one or more members
one or more directors,
A member must not start a dispute resolution procedure
in relation to a matter which is the subject of a disciplinary procedure under clause 17 until the
disciplinary procedure is completed.
Those involved in the dispute must try to resolve it between themselves within 14 days of
knowing about it.
If those involved in the dispute do not resolve it
under clause 16.3, they must within 10
tell the directors about the dispute in
agree or request that a mediator be appointed,
attempt in good faith to settle the dispute by
The mediator must:
be chosen by agreement of those involved,
where those involved do not agree:
for disputes between members, a person chosen by the directors,or
for other disputes, a person chosen by either the
Commissioner of the Australian Charities and Not-for-profits Commission or the president of the law institute
or society in the state or territory in which the company has its
A mediator chosen by the directors under clause
may be a member or former member of the company
must not have a personal interest in the dispute,
must not be biased towards or against anyone involved
in the dispute.
When conducting the mediation, the mediator
allow those involved a reasonable chance to be
allow those involved a reasonable chance to review any
ensure that those involved are given natural justice,
not make a decision on the dispute.
In accordance with this clause, the directors may resolve to warn, suspend or expel a member
from the company if the directors consider
the member has breached this constitution, or
the member’s behaviour is causing, has caused, or is
likely to cause harm to the company.
At least 14 days before the directors’ meeting at
which a resolution under clause 17.1 will be considered,
the secretary must notify the member in writing:
that the directors are considering a resolution to
warn, suspend or expel the member
that this resolution will be considered at a
directors’ meeting and the date of that meeting
what the member is said to have done or not done
the nature of the resolution that has been proposed,
that the member may provide an explanation to the
directors, and details of how to do so.
Before the directors pass any resolution under clause 17.1, the member must be
given a chance to explain or defend themselves by:
sending the directors a written explanation before
that directors’ meeting, and/or
speaking at the
After considering any explanation under clause 17.3, the directors may:
take no further action
warn the member
suspend the member’s rights as a member for a period
of no more than 12 months
expel the member
refer the decision to an unbiased, independent person
on conditions that the directors consider appropriate (however, the person can only make a decision that the
directors could have made under this clause), or
require the matter to be determined at a general meeting.
The directors cannot fine a
The secretary must give written notice to the member
of the decision under clause 17.4 as soon as
Disciplinary procedures must be completed as soon as
There will be no liability for any loss or injury suffered by the member as a result of any
decision made in good faith under this clause.
General meetings of
meetings called by directors
The directors may call a general meeting.
If members with at least 5% of the votes that may be cast at a general meeting make a written request to the company for a general meeting
to be held, the directors must:
within 21 days of the members’ request, give all
members notice of a general meeting, and
hold the general meeting within 2 months of the members’
The percentage of votes that members have (in
clause 18.2) is to be worked out as at midnight before
the members request the meeting.
The members who make the request for a general meeting must:
state in the request any resolution to be proposed at
sign the request, and
give the request to the company.
Separate copies of a document setting
out the request may be signed by members if the wording of the request is the same in each
meetings called by members
If the directors do not call the meeting within 21 days of being requested under
clause 18.2, 50% or more of the members who made the request may call
and arrange to hold a general meeting.
To call and hold a meeting under clause
19.1 the members must:
as far as possible, follow the procedures for general meetings set out in this constitution
call the meeting using the list of members on the
company’s member register, which the company must provide to the members making the request at no cost, and
hold the general meeting within three months after the request was given to the
The company must pay the members who request the general meeting any reasonable expenses they incur because the directors
did not call and hold the meeting.
meeting, called the annual general meeting, must be held:
within 18 months after registration of the company, and
after the first annual general meeting, at least
once in every calendar year.
Even if these items are not set out in the notice of
meeting, the business of an annual general meeting may
a review of the company’s activities
a review of the company’s finances
any auditor’s report
the election of directors,
the appointment and payment of auditors, if
Before or at the annual general meeting, the directors must give information to the members on the
company’s activities and finances during the period since the
last annual general meeting.
The chairperson of the annual general meeting must give members as a whole a reasonable opportunity at
the meeting to ask questions or make comments about the management of the company.
Notice of general meetings
Notice of a general meeting
must be given to:
each member entitled to vote at the
each director, and
the auditor (if
Notice of a general meeting must be provided in writing at least 21
days before the meeting.
Subject to clause 21.4, notice of a meeting may be provided less than 21 days before the
for an annual general meeting,
all the members entitled to attend and vote at the annual general meeting agree beforehand,
for any other general meeting, members
with at least 95% of the votes that may be cast at the meeting agree beforehand.
Notice of a meeting cannot be provided less than 21 days before the meeting if a resolution
will be moved to:
remove a director
appoint a director in order to replace
a director who was removed, or
Notice of a general meeting
the place, date and time for the meeting (and if
the meeting is to be held in two or more places, the technology that will be used to facilitate
the general nature of the meeting’s
if applicable, that a special resolution is to be proposed and the words of the
a statement that members have the right to appoint proxies and that, if a member appoints a
the proxy does not need to be a member of the company
the proxy form must be delivered to the company at its registered address or the address (including an electronic
address) specified in the notice of the meeting, and
the proxy form must be delivered to the company at least 48 hours before the meeting.
If a general
meeting is adjourned (put off) for one month or more, the members must be given new notice of the resumed
For a general meeting to be held, at least 3 members (a quorum) must be present (in
person, by proxy or by representative) for the whole meeting. When determining whether a quorum is present, a person may only be counted
once (even if that person is a representative or proxy of more than one
No business may be conducted at a
general meeting if a quorum is not present.
If there is no quorum present within 30 minutes after the starting time stated in the notice
of general meeting, the general meeting is adjourned to the date, time and place that the
chairperson specifies. If the chairperson does not specify one or more of those things, the meeting is
if the date is not specified – the same day in
the next week
if the time is not specified – the same time,
if the place
is not specified – the same place.
If no quorum is present at the resumed meeting within 30 minutes after the
starting time set for that meeting, the meeting is cancelled.
Auditor's right to attend meetings
The auditor (if any) is entitled to attend any
general meeting and to be heard by the members on any part of the
business of the meeting that concerns the auditor in the capacity of auditor.
The company must give the auditor (if any) any communications relating to the
general meeting that a member of the company is entitled to receive.
Representatives of members
An incorporated member may appoint as a
one individual to represent the member at meetings and
to sign circular resolutions under clause 31, and
the same individual or another individual for the
purpose of being appointed or elected as a director.
The appointment of a representative by a member
be in writing
include the name of the
be signed on behalf of the member,
be given to the company or, for representation at a meeting, be given to the chairperson
before the meeting starts.
A representative has all the rights of a
member relevant to the purposes of the appointment as a representative.
The appointment may be standing
technology to hold meetings
The company may hold a
general meeting at two or more venues using any technology that gives the members as a whole a
reasonable opportunity to participate, including to hear and be heard.
Anyone using this technology is taken to be present in person at the
for general meetings
The elected chairperson is entitled to chair general
The members present and entitled to vote at a general
meeting may choose a director or member to be the chairperson for that meeting
there is no elected chairperson, or
chairperson is not present within 30 minutes after the starting time set for the meeting,
the elected chairperson is present but says they
do not wish to act as chairperson of the meeting.
Role of the chairperson
The chairperson is responsible for the
conduct of the general meeting, and for this purpose must give members a reasonable opportunity to
make comments and ask questions (including to the auditor (if any)).
The chairperson does not have a casting vote.
Adjournment of meetings
If a quorum is present, a general
meeting must be adjourned if a majority of members present direct the chairperson to adjourn it.
Only unfinished business may be dealt
with at a meeting resumed after an adjournment.
Members’ resolutions and statements
Members' resolutions and statements
Members with at least 5% of the votes that may be cast on a resolution may
written notice to the company of a resolution they propose to move at a general meeting (members’ resolution),
a written request to the company that the company give
all of its members a statement about a proposed resolution or any other matter that may properly be
considered at a general meeting (members’ statement).
A notice of a members’ resolution must
set out the wording of the proposed resolution and be signed by the members proposing the
A request to distribute a members’
statement must set out the statement to be distributed and be signed by the members making the
Separate copies of a document setting
out the notice or request may be signed by members if the wording is the same in each
The percentage of votes that members have (as described in clause
29.1) is to be worked out as at midnight before the request or notice is given
to the company.
If the company has been given notice of a members' resolution under
clause 29.1(a), the resolution must be considered at the next general meeting
held more than two months after the notice is given.
This clause does not limit any other
right that a member has to propose a resolution at a general
Company must give notice of proposed resolution or distribute
If the company has been given a notice or request
in time to send the notice of proposed members’ resolution or a copy of the members' statement
to members with a notice of meeting, it must do so at the company’s cost, or
too late to send the notice of proposed members’ resolution or a copy of the members'
statement to members with a notice of meeting, then the members who proposed the resolution or made the
request must pay the expenses reasonably incurred by the company
in giving members notice of the proposed members’ resolution or a copy of the members'
statement. However, at a
general meeting, the members may pass a resolution that the
company will pay these expenses.
The company does not need to send the notice of proposed members’ resolution
or a copy of the members' statement to members if:
it is more than 1 000 words
the directors consider it may be
clause 30.1(b) applies, and
the members who proposed the resolution or made the request have not paid the company enough money to cover the cost of sending the notice of the
proposed members’ resolution or a copy of the members' statement to members,
in the case of a proposed members’ resolution, the
resolution does not relate to a matter that may be properly considered at a general meeting or is otherwise not a valid resolution able to be put to
resolutions of members
Subject to clause 31.3, the directors may put a resolution to the members to pass a resolution
without a general meeting being held (a circular resolution).
The directors must notify the auditor
(if any) as soon as possible that a circular resolution has or will be put to members, and set out the
wording of the resolution.
Circular resolutions cannot be used:
for a resolution to remove an auditor, appoint a director or remove a
for passing a special
where the Corporations Actor this
constitution requires a meeting to be held.
A circular resolution is passed if all the members entitled to vote on the resolution sign or
agree to the circular resolution, in the manner set out in clause 31.5or clause 31.6.
Members may sign:
a single document setting out the circular resolution
and containing a statement that they agree to the resolution, or
separate copies of that document, as long as the wording is the same in each
The company may send a circular resolution by
email to members and members may agree by sending a reply email to that effect, including the text of the
resolution in their reply.
Voting at general
How many votes
a member has
Subject to the class of membership, each member has one
member’s right to vote
A member or the chairperson may only challenge a
person’s right to vote at a general
meetingat that meeting.
If a challenge is made under clause 33.1, the chairperson must decide whether or not the person may vote. The
chairperson’s decision is final.
How voting is
Voting must be conducted and decided by:
a show of hands
a vote in writing,
another method chosen by the chairperson that is fair
and reasonable in the circumstances.
Before a vote is taken, the chairperson must state
whether any proxy votes have been received and, if so, how the proxy votes will be
On a show of hands, the chairperson’s decision is
conclusive evidence of the result of the vote.
The chairperson and the meeting minutes do not need to
state the number or proportion of the votes recorded in favour or against on a show of hands.
When and how a
vote in writing must be held
A vote in writing may be demanded on any resolution instead of or after a vote by a show of
at least five members present
present with at least 5% of the votes that may be passed on the resolution on
the vote in writing (worked out as at the midnight before the vote in writing is demanded),
A vote in writing must be taken when and how the chairperson directs, unless
A vote in writing must be held immediately if it is demanded under clause
for the election of a chairperson under clause
to decide whether to adjourn the
A demand for a vote in writing may be withdrawn.
Appointment of proxy
A member may appoint a proxy to attend and vote at a
general meeting on their behalf.
A proxy does not need to be a
A proxy appointed to attend and vote for a member has
the same rights as the member to:
speak at the meeting
vote in a vote in writing (but only to the extent
allowed by the appointment), and
join in to demand a vote in writing under
An appointment of proxy (proxy form) must be signed by
the member appointing the proxy and must contain:
the member’s name and
the company’s name
the proxy’s name or the name of the office held by the
the meeting(s) at which the appointment may be
A proxy appointment may be standing
Proxy forms must be received by the company at the
address stated in the notice under clause 21.5(d)or at the company’s registered address at least 48 hours before a
A proxy does not have the authority to speak and vote
for a member at a meeting while the member is at the meeting.
Unless the company receives written notice before the start or resumption of a
general meeting at which a proxy votes, a vote cast by the proxy
is valid even if, before the proxy votes, the appointing member:
is mentally incapacitated
revokes the proxy’s appointment,
revokes the authority of a representative or agent who
appointed the proxy.
A proxy appointment may specify the way the proxy must
vote on a particular resolution.
A proxy is not entitled to vote on a show of hands
(but this does not prevent a member appointed as a proxy from voting as a member on a show of
When a vote in writing is held, a
does not need to vote, unless the proxy appointment
specifies the way they must vote
if the way they must vote is specified on the proxy
form, must vote that way, and
if the proxy is also a member or holds more than one
proxy, may cast the votes held in different ways.
The company must have at least three and no more than nine
Election and appointment of directors
The initial directors are the people who have agreed to act as directors and who are named as
proposed directors in the application for registration of the company.
Apart from the initial directors and directors appointed under clause
39.5, the members may
elect a director by a resolution passed in a general
Each of the directors must be appointed by a separate
the members present have first passed a resolution
that the appointments may be voted on together, and
no votes were cast against that
A person is eligible for election as a director of the
company if they:
are eligible to be a member of the company, or a
representative of a member of the company (appointed under clause
are nominated by two members or
representatives of members entitled to vote (unless the person was previously elected as a director at a
general meeting and has been a director since that meeting),
give the company their signed consent to act as a director of the
are not ineligible to be a director under the Corporations Act or
the ACNC Act.
The directors may appoint a person as a director to
fill a casual vacancy or as an additional director if that person:
is eligible to be a member of the company, or a representative of a member of the company (appointed under clause 24)
gives the company their signed consent to act as a director of the
is not ineligible to be a director under the Corporations Act or
the ACNC Act.
If the number of directors is reduced to fewer than three or is less than the number required
for a quorum, the continuing directors may act for the purpose of increasing the number of directors to three
(or higher if required for a quorum) or calling a general meeting, but for no other
Election of chairperson
The directors must elect a director as the company’s elected chairperson.
At each annual general
any director appointed by the directors to fill a
casual vacancy or as an additional director must retire and is eligible for
director stops being a director
A director stops being a director if they:
give written notice of resignation as a director to
are removed as a director by a resolution of the
stop being a member of the company
are a representative of a member, and that member stops being a
are a representative of a member, and the member
notifies the company that the representative is no longer a
are absent for 3 consecutive directors’ meetings
without approval from the directors, or
become ineligible to be a director of the company under the Corporations
Act or the ACNC Act.
The directors are responsible for managing and directing the activities of
the company to achieve the purposes set out in clause 6.
The directors may use all the powers
of the company except for powers that, under the Corporations Act or this constitution, may
only be used by members.
The directors must decide on the
responsible financial management of the company including:
any suitable written delegations of power under
clause 44, and
will be managed, such as how electronic transfers, negotiable instruments or cheques must be authorised and
signed or otherwise approved.
The directors cannot remove a director or auditor. Directors and auditors may only be removed by a members’ resolution at a
Delegation of directors’ powers
The directors may delegate any of their powers and
functions to a committee, a director, an employee of the company
(such as a chief executive officer) or any other person, as they consider
The delegation must be recorded in the company’s minute book.
The company must not pay fees to a director for acting as a
The company may:
pay a director for work they do for the company, other than as a director, if the amount is no more than a
reasonable fee for the work done, or
reimburse a director for expenses properly incurred by
the director in connection with the affairs of the company.
Any payment made under clause 45.2must be approved by the directors.
The company may pay premiums for insurance
indemnifying directors, as allowed for by law (including the Corporations Act) and this constitution.
Execution of documents
The company may execute a document without
using a common seal if the document is signed by:
two directors of the company, or
a director and the
The directors must comply with their duties as directors under legislation and common
law (judge-made law), and with the duties described in governance standard 5 of the regulations made under the
ACNC Act which are:
to exercise their powers and discharge their duties
with the degree of care and diligence that a reasonable individual would exercise if they were a director of
to act in good faith in the best interests of the
company and to further the charitable purpose(s) of the company set out in clause 6
not to misuse their position as a
not to misuse information they gain in their role as a
to disclose any perceived or actual material conflicts
of interest in the manner set out in clause 48
to ensure that the financial affairs of the company are managed responsibly, and
not to allow the company to operate while it is
Conflicts of interest
A director must disclose the nature and extent of any
actual or perceived material conflict of interest in a matter that is being considered at a meeting of
directors (or that is proposed in a circular resolution):
to the other directors,
if all of the directors have the same conflict of
interest, to the members at the next general meeting, or at an
earlier time if reasonable to do so.
The disclosure of a conflict of interest by a director
must be recorded in the minutes of the meeting.
Each director who has a material personal interest in a matter that is being considered at a
meeting of directors (or that is proposed in a circular resolution) must not, except as provided under
be present at the meeting while the matter is being
vote on the matter.
A director may still be present and vote if:
their interest arises because they are a member of the
company, and the other members have the same
their interest relates to an insurance contract that
insures, or would insure, the director against liabilities that the director incurs as a director of the
company (see clause 66)
their interest relates to a payment by the company under clause 65 (indemnity), or any contract relating to an indemnity that is allowed under the Corporations Act
the Australian Securities and Investments Commission
(ASIC) makes an order allowing the director to vote on the matter, or
the directors who do not have a material personal
interest in the matter pass a resolution that:
identifies the director, the nature and extent of the
director’s interest in the matter and how it relates to the affairs of the company, and
says that those directors are satisfied that the
interest should not stop the director from voting or being present.
The directors may decide how often, where and when they meet.
A director may call a directors’ meeting by giving
reasonable notice to all of the other directors.
A director may give notice in writing or by any other
means of communication that has previously been agreed to by all of the directors.
for directors’ meetings
The elected chairperson is entitled to chair directors’
The directors at a directors’ meeting may choose a director to be the chairperson for that
meeting if the elected chairperson
not present within 30 minutes after the starting time
set for the meeting, or
present but does not want to act as chairperson of the
Quorum at directors’ meetings
Unless the directors determine otherwise, the quorum
for a directors’ meeting is a majority (more than 50%) of directors.
A quorum must be present for the whole directors’
technology to hold directors’ meetings
The directors may hold their meetings by using any
technology (such as video or teleconferencing) that is agreed to by all of the directors.
The directors’ agreement may be a standing (ongoing)
A director may only withdraw their consent within a
reasonable period before the meeting.
A directors’ resolution must be passed by a majority of the votes
cast by directors present and entitled to vote on the resolution.
resolutions of directors
The directors may pass a circular resolution without a
directors’ meeting being held.
A circular resolution is passed if all the directors
entitled to vote on the resolution sign or otherwise agree to the resolution in the manner set out in
clause 55.3 or clause 55.4.
Each director may
a single document setting out the resolution and
containing a statement that they agree to the resolution, or
separate copies of that document, as long as the wording of the resolution is the same in each
The company may send a circular resolution by
email to the directors and the directors may agree to the resolution by sending a reply email to that effect,
including the text of the resolution in their reply.
A circular resolution is passed when the last director
signs or otherwise agrees to the resolution in the manner set out in clause 55.3 or clause 55.4.
and role of secretary
The company must have at least one secretary, who may also be a
A secretary must be appointed by the directors (after
giving the company their signed consent to act as secretary of
the company) and may be removed by the directors.
The directors must decide the terms and conditions
under which the secretary is appointed, including any remuneration.
The role of the secretary includes:
maintaining a register of the company’s members, and
maintaining the minutes and other records of general meetings (including notices of meetings), directors’ meetings and
The company must, within one month, make and keep
the following records:
minutes of proceedings and resolutions of general meetings
minutes of circular resolutions of
a copy of a notice of each general meeting, and
a copy of a members’ statement distributed to members
under clause 30.
The company must, within one month, make and keep
the following records:
minutes of proceedings and resolutions of directors’
meetings (including meetings of any committees), and
minutes of circular resolutions of
To allow members to inspect the company’s records:
the company must give a member access to the
records set out in clause 57.1, and
the directors may authorise a member to inspect other records of the company, including records referred to in clause
The directors must ensure that minutes of a general meeting or a directors’ meeting are signed within a reasonable
time after the meeting by:
the chairperson of the meeting,
the chairperson of the next
The directors must ensure that minutes of the passing
of a circular resolution (of members or directors) are signed by a director within a reasonable time after
the resolution is passed.
The company must make and keep written financial
correctly record and explain its transactions and
financial position and performance, and
enable true and fair financial statements to be
prepared and to be audited.
The company must also keep written records that correctly record its
The company must retain its
records for at least 7 years.
The directors must take reasonable steps to ensure
that the company's records are kept safe.
The directors may pass a resolution to make by-laws to
give effect to this constitution.
Members and directors must comply with by-laws as if
they were part of this constitution.
What is notice
Anything written to or from the company under any
clause in this constitution is written notice and is subject to clauses 61to
63, unless specified otherwise.
Clauses 61to 63do not apply to a notice of proxy under
Notice to the company
Written notice or any communication under this constitution may be
given to the company, the directors or the secretary
delivering it to the company’s registered office
posting it to the company’s registered office or
to another address chosen by the company for notice to be
sending it to an email address or other electronic
address notified by the company to the members as the company’s email address or other electronic address,
sending it to the fax number notified by the company to the members as the company’s fax number.
Written notice or any communication under this constitution may be given
to a member:
by posting it to, or leaving it at the address of the member in the register of members or an
alternative address (if any) nominated by the member for service of notices
sending it to the email or other electronic address nominated by the member as an alternative
address for service of notices (if any)
sending it to the fax number nominated by the member as an alternative address for service of
notices (if any), or
if agreed to by the member, by notifying the member at
an email or other electronic address nominated by the member, that the notice is available at a specified
place or address (including an electronic address).
If the company does not have an address for the member, the company is not required to give notice in person.
When notice is taken to be given
delivered in person, or left at the
recipient’s address, is taken to be given on the day it is delivered
sent by post, is taken to be given on
the third day after it is posted with the correct payment of postage costs
sent by email, fax or other electronic
method, is taken to be given on the business day after it is sent, and
given under clause 62.1(e) is taken to
be given on the business day after the notification that the notice is available is
Company's financial year
The company's financial year is from 1 July to 30 June,
unless the directors pass a resolution to change the financial year.
insurance and access
The company indemnifies each officer of the company out of the assets of the company, to the relevant extent, against all losses and liabilities
(including costs, expenses and charges) incurred by that person as an officer of the company.
In this clause, ‘officer’ means a director or
secretary and includes a director or secretary after they have ceased to hold that
In this clause, ‘to the relevant extent’
to the extent that the company is not precluded by law (including the Corporations Act) from doing so, and
for the amount that the officer is not otherwise
entitled to be indemnified and is not actually indemnified by another person (including an insurer under an
The indemnity is a continuing obligation and is
enforceable by an officer even though that person is no longer an officer of the company.
To the extent permitted by law (including the Corporations
Act), and if the directors consider it appropriate, the company
may pay or agree to pay a premium for a contract insuring a person who is or has been an officer of the
company against any liability incurred by the person as an officer
of the company.
access to documents
A director has a right of access to the financial
records of the company at all reasonable
If the directors agree, the company must give a director or former director access to:
certain documents, including documents provided for or available to the directors,
any other documents referred to in those documents.
68. Surplus assets not to be distributed to members
If the company is wound up, any
surplus assets must not be distributed to a member or a former
member of the company, unless that member or former member is a
charity described in clause 69.1.
69. Distribution of surplus assets
Subject to the Corporations Act and any other
applicable Act, and any court order, any surplus assets that
remain after the company is wound up must be distributed to one
or more charities:
with charitable purpose(s) similar to, or inclusive of, the purpose(s) in
clause 6, and
which also prohibit the distribution of any surplus assets to its members to at least the same extent as the company.
that is or are deductible gift recipients within the
meaning of the Income Tax Assessment Act 1997 (Cth).
The decision as to the charity or charities to be
given the surplus assets must be made by a special resolution of members at or before the time of winding up.
If the members do not make this decision, the company may apply to the Supreme Court to make this decision.
If the company’s deductible gift recipient
endorsement is revoked (whether or not the company is to be wound up), any surplus gift funds must be
transferred to one or more charities that meet the requirements of 70.1(a), (b) and (c), as decided by the
For the purpose of this
‘gift funds’ means:
gifts of money or property for the principal purpose
of the company
contributions made in relation to a fund-raising event
held for the principal purpose of the company; and
money received by the company because of such gifts
‘contributions' and ‘fund-raising event’ have the same
meaning as in Division 30 of the Income Tax Assessment Act 1997 (Cth).
In this constitution:
ACNC Act means the Australian Charities and
Not-for-profits Commission Act 2012 (Cth)
company means the company referred to in
means the Corporations Act 2001
means a person elected by the directors to be the company’s
chairperson under clause 40
founding Member means a
member admitted to membership of the Company within the class named “Founding Members” who shall have the right
in their absolute discretion to participate in any meeting of any membership class of the company and vote at
such a meeting either in person or by proxy. Founding Members also have the sole right to vote upon resolutions in respect
of the appointment or removal of a director or directors.
general meeting means a meeting of members and includes the annual
general meeting, under clause 20.1
human rights mean those
rights contained in the United Nations Universal Declaration of Human
Rights (UDHR), the United Nations Declaration of the Rights of the
Child, and without limiting the forgoing shall include the right to an identity, education, healthcare,
adequate standard of living, family life, freedom of movement, and financial and emotional
means a person who is named in the application for registration of the
company, with their consent, as a proposed member of the company
presentmeans, in connection with a general meeting, a member
present in person, by representative or by proxy at the venue or venues for the
ordinary member means a member admitted to membership of the Company within the class named “Ordinary Members”
who shall have the right to attend meetings of ordinary members and vote at those meetings either in person
or by proxy. “Ordinary Members” do not have the right to vote upon resolutions in respect of the appointment
or removal of a director or directors.
registered charitymeans a charity that is registered under the ACNC Act
special resolution means a resolution:
of which notice has been given under clause
that has been passed by at least 75% of the votes cast
by members present and entitled to vote on the resolution, and
stateless means a person not
recognized as a citizen of any country
surplus assetsmeans any
assets of the company that remain after paying all debts and other liabilities of the company,
including the costs of winding up
Reading this constitution with the Corporations Act
The replaceable rules set out in the Corporations Act do not apply to the company.
While the company is a registered
charity, the ACNC Act and the Corporations Act override any clauses in this constitution which are
inconsistent with those Acts.
If the company is not a registered
charity (even if it remains a charity), the Corporations Act
overrides any clause in this constitution which is inconsistent with that Act.
A word or expression that is defined in the Corporations Act, or used in that Act and covering the same subject, has
the same meaning as in this constitution.
In this constitution:
the words ‘including’, ‘for example’, or similar
expressions mean that there may be more inclusions or examples than those mentioned after that expression,
reference to an Act includes every amendment, re-enactment, or replacement of that Act and any subordinate
legislation made under that Act (such as regulations).