! Assembly of The Elder Troth

Contacts Database

Corporate Information

ACN 103 040 802

ABN 51 103 040 802

The Assembly of The Elder Troth is a registered company under the Corporations Act 2001 and is taken to be registered in New South Wales. The company is limited by guarantee and is a public company. The date of commencement of registration is the fourth day of December 2002.

Managing Director: Rurik Grimnisson - irminsul@tsn.cc

Company Secretary

Dirk Schmitt - secretary@aetaustralia.org

Director

Geirr Fokstuen - geirr@aetaustralia.org

Corporate Documents:

Consitution of the Assembly of The Elder Troth

A Company Limited by Guarantee, Incorporated under the Corporations Act 2001

This Constitution is adopted as the Constitution of the Company by the founding members and directors of the Assembly of The Elder Troth upon the date of incorporation under the Corporations Act 2001.

CORPORATIONS ACT 2001
COMPANY LIMITED BY GUARANTEE
CONSTITUTION
OF THE
ASSEMBLY OF THE ELDER TROTH

1. Preliminary

1.1. In this Constitution unless the contrary intention appears:

1.1.1. "The Act" refers to the Federal Corporations Act 2001
1.1.2. "Althing" means the Annual General Meeting of the AET.
1.1.3. "Auditor" means the company Auditor.
1.1.4. "Company" means the Assembly of The Elder Troth Limited
1.1.5. "Constitution" means the Constitution of the Company as may be amended from time to time
1.1.6. "Director" includes any person occupying the position of director of the Company.
1.1.7. "Directors" means all or some of the Directors acting as a board;
1.1.8. "Elder" means a senior clergy person of the AET.
1.1.9. "Garth" a recognised group usually containing a number of individuals that support the objects and bylaws of the AET.
1.1.10. "Godhi" means a male clergy person.
1.1.11. "Gydhja" means a female clergy person.
1.1.12. "Hearth" a recognised group usually containing a small number of individuals that support the objects and bylaws of the AET.
1.1.13. "High Rede" means the Directors and Corporate Officers of the AET.
1.1.14. "Kindred" Organisational group
1.1.15. "Lore Speaker" shall be the corporate officer who is assisting the Warder of the Lore and is responsible to both the Warder of the Lore and the High Rede. They are responsible for training programs including the clergy-training program in consultation with the High Rede.
1.1.16. "Logo" means any logo or other identifying mark for the time being of the Company
1.1.17. "Member" means a member under all grades as defined by the Act.
1.1.18. "Office" means the Company's registered office;
1.1.19. "Region" A geographical area under the guidance of a Steward.
1.1.20. "Register" means the register of Members of the Company
1.1.21. "Registered Address" means the last known address of a Member as noted in the Register
1.1.22. "Seal" means the Company's common seal
1.1.23. "Shope" the corporate officer responsible for the production of official publications.
1.1.24. "Steersman" shall be the Managing Director of the AET.
1.1.25. "Steward" shall be the corporate officer responsible to guide and provide a local contact point for Asatru activities in a specified geographical area. The Stewards shall be responsible to the Steersman.
1.1.26. "Teacher" An accredited teacher of Lore.
1.1.27. "Thing" means a general meeting of the AET.
1.1.28. "Warder of the Lore" shall be the corporate officer responsible for preservation, dissemination and advice with regard to the ancient lore.

1.2. In this Constitution, unless the contrary intention appears:

1.2.1. The singular includes the plural and vice versa and words importing a gender include other genders
1.2.2. Words importing natural persons include corporations
1.2.3. Words and expressions defined in the Act have the same meaning in this Constitution
1.2.4. Headings are for ease of reference only and do not affect the construction of this Constitution
1.2.5. A reference to the Act is a reference to the Corporations Law as modified or amended from time to time.

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 Act that deals with the same matter as the clause.

1.4. The replaceable rules in the Act do not apply to the Company

2. Objectives

2.1. The objectives for which the Company is established are:

2.1.1. To rekindle, promote and implement worship of the traditional Gods of Northern Europe usually known as the Æsir and Vanir.
2.1.2. To promote the religion, spirituality and culture of the Elder Troth and the peoples of Northern Europe.
2.1.3. To unite worshippers and followers of this religious, spiritual and cultural way in Australia and New Zealand.
2.1.4. To provide Elders, Godhis, Gydhjas (Collectively known as Godhar), and teachers for service to all levels of the community, and for this purpose to establish and maintain programs for their training and, or provide recognition of prior learning.
2.1.5. To accredit training programs, and individuals completing such programs for service to organisations, individuals and the community.
2.1.6. To publish, procure and distribute literature compatible with the principles of the AET.
2.1.7. To provide benevolent services to minister to human needs in the name of the Gods.
2.1.8. To take such action as necessary for the protection of hearths, kindreds, godhis, gydhjas, teachers and members in the performance of their duties and rituals and the maintenance of their rights.
2.1.9. To recognise and reward excellence
2.1.10. To facilitate the exchange of ideas and knowledge between the company and the community in general.
2.1.11. To do all such lawful acts, matters and things as are incidental or conducive to the attainment of the objectives of the Company.

2.2. The Company may only exercise the powers in section 124(1) of the Act to:

2.2.1. Carry out the objectives in this clause 2, and
2.2.2. Do all things incidental or convenient in relation to the exercise of power under clause 2.2.1

3. Income and Property of Company

3.1. The income and property of the Company will only be applied towards the promotion of the objectives 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:

3.2.1. In return for any services rendered or goods supplied in the ordinary and usual course of business to the company; or
3.2.2. Of interest at a rate not exceeding current bank overdraft rates of interest for moneys lent.

4. Payments to Directors

4.1. No payment will be made to any Director of the Company other than for expenses that have been pre-approved by the Directors and which are the payment of:

4.1.1. Out of pocket expenses incurred by the Director in the performance of any duty as Director of the Company where the amount payable does not exceed an amount previously approved by the Directors of the Company.
4.1.2. Any service rendered to the Company by the Director in a capacity other than in the capacity as Director, where the provision of the service has the prior approval of the Directors of the Company and where the amount payable is approved by the Directors of the Company and is not more than an amount which commercially would be reasonable payment for the service.
4.1.3. Any salary or wage due to the Director as an employee of the Company where the terms of employment have been approved by the Directors of the Company.
4.1.4. An indemnity, exemption or insurance premium in respect of liability incurred in respect of a liability incurred as a Director to which subsection 212 (1) of the Act refers.

5. Membership

5.1. The number of Members with which the Company proposed to be registered is unlimited.

5.2. The members of the Company will be:

5.2.1. The persons who consented to become Members in the Company's application for registration.
5.2.2. Any persons, corporations or organisations

5.3. Applications for membership shall be in writing, signed by the applicant, and in a form approved by the Directors in their absolute discretion.

5.4. At the next Thing of Directors after the receipt of an application for membership, the application will be considered by the Directors. The Directors will:

5.4.1. Determine the admission or rejection of the applicant; or
5.4.2. Decide to call on the applicant to supply any evidence of eligibility that they consider reasonably necessary.

5.5. If the Directors:

5.5.1. Require further evidence under clause 5.4.2, determination of the application will be deferred until this evidence has been supplied.
5.5.2. Reject an application for membership, they will not be required to give reasons for the rejection.

5.6. As soon as practicable following acceptance of an application, the Secretary will send the applicant written notice of the acceptance.

5.7. The rights and privileges of every Member will be personal to each Member and will not be transferable by the Member's own act or by operation of law.

5.8. A Member shall not be entitled to use or reproduce the Company Logo without the prior consent of the Directors.

6. Membership - Ceasing to be a Member

6.1. A member's membership of the Company will cease:

6.1.1. If the Member gives the Secretary written notice of resignation, from the date of receipt of that notice by the Secretary.

6.1.2. If at least three quarters of the Directors present and voting at a meeting of Directors by resolution terminate the membership of a Member.

6.1.2.1. Whose conduct in their opinion is not in line with the best interests or objectives of the Company and renders it undesirable that the Member continue to be a Member of the Company
6.1.2.2. Only after the Member has been given at least 21 days notice of the resolution and has had the opportunity to be heard at the meeting at which the resolution is proposed.

6.1.3. Where the Member is an individual, if the Member:

6.1.3.1. Dies
6.1.3.2. Becomes of unsound mind or whose person or estate is liable to be dealt with in any way under the laws relating to mental health
6.1.3.3. Is convicted of an indictable offence

6.1.4. Where the Member is a Corporate Member, if:

6.1.4.1. A liquidator is appointed in connection with the winding up of the Member
6.1.4.2. An order is made by a Court for the winding up or deregistration of the Member.

7. Membership - Powers of attorney

7.1. If a Member executes or proposes to execute any document or do any act by or through an attorney which affects the Company or the Member's membership in the Company, that Member must deliver the instrument appointing the Attorney to the Company for notation.

7.2. If the Company asks the Member to file with it a certified copy of the instrument for the Company to retain, the Member will promptly comply with that request.

7.3. The Company may ask for whatever evidence it thinks appropriate that the power of attorney is effective and continues to be in force.

8. Membership - Representatives of Corporate Members

8.1. Any corporation or organisation which is a Corporate Member may by written notice to the Secretary:

8.1.1. Appoint an individual to act as its Representative in all matters connected with the Company as permitted by the Corporations Law; and
8.1.2. Remove a Representative.

8.2. A Representative is entitled to:

8.2.1. Exercise at a Althing all the powers which the corporation or organisation which appointed him/her could exercise if it were a natural person; and
8.2.2. Be counted towards a quorum on the basis that the Member corporation or organisation is to be considered personally present at the Althing by its Representative.

8.3. The Representative may be a Member as an individual whilst representing a Corporation or organisation.

8.4. A certificate executed in accordance with section 127 of the Act is rebuttable evidence of the appointment or the removal of the appointment (as appropriate) of the Representative.

8.5. The chair of an Althing may allow a Representative to vote on the condition that he or she subsequently establishes his/her status as a Representative within a period prescribed by and to the satisfaction of the chair of the Althing.

8.6. The appointment of a Representative may set out restrictions on the Representative's powers.

9. Althing - Convention of an Althing

9.1. The Directors may, at any time, convene an Althing.

9.2. A member may:

9.2.1. Only request the Directors to convene an Althing in accordance with Section 249D of the Act; and
9.2.2. Not convene or join in convening an Althing except under Section 249E or 249F of the Act.

10. Althing - Notice of Althing

10.1. Subject to the provisions of the Act allowing Althing 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 Members of any general meeting.

10.2. A notice convening an Althing:

10.2.1. 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, and
10.2.2. Must state the general nature of the business to be transacted at the meeting, and
10.2.3. May specify a place, facsimile number and electronic address for the purposes of proxy appointment.

10.3. The Directors may postpone or cancel any Althing whenever they think fit (other than a meeting convened as a request under clause 9.2)

10.4. The Directors must give notice of the postponement or cancellation to all persons entitled to receive notices from the Company.

10.5. The failure or accidental omission to send a notice of an Althing (including a proxy appointment form) to any Member or the non-receipt of a notice (or form) by any Member does not invalidate the proceedings at or any resolution passed at the Althing.

11. Proceedings at Althing - Member

11.1. In clauses 12, 13, 15 and 19, 'Member' includes a Member present in person or by proxy, attorney or Representative.

12. Proceedings at Althing - Quorum

12.1. No business may be transacted at an Althing unless a quorum of Members is present when the Althing proceeds to business.

12.2. A Quorum of Members is 3 Voting Members.

12.3. If a quorum is not present within 30 minutes after the time appointed for the Althing:

12.3.1. If the Althing was convened on the requisition of Members, it is automatically dissolved, or

12.3.2. In any other case:

12.3.2.1. It will stand adjourned to the same time and place seven days after the Althing, or to another day, time and place determined by the Directors; and
12.3.2.2. If the adjourned Althing a quorum is not present within 30 minutes after the time appointed for the Althing, the Althing is automatically dissolved.

13. Proceedings at Althing - Chair

13.1. The Chair, or in the Chair's absence the Deputy Chair, of Directors' Things will be the Chair at every Thing of Members.

13.2. If there is no Chair or Deputy Chair; or

13.2.1. Neither the Chair not Deputy Chair is present within 15 minutes after the time appointed for holding the Althing; or
13.2.2. The Chair and Deputy Chair are unwilling to act as Chair of the Althing, the Directors present may elect a Chair.

13.3. If no election is made pursuant to clause 13.2, then:

13.3.1. The Members may elect one of the Directors present as Chairperson; or

13.3.2. If no Director is present or is willing to take the chair, the Members may elect on of the Members present as Chair.

13.4. If there is a dispute at an Althing about a question of procedure, the Chair may determine the question.

14. Proceedings at Althing - Adjournment

14.1. The Chair of an Althing at which a quorum is present:

14.1.1. In his/her discretion may adjourn an Althing with the Althing's consent; and
14.1.2. Must adjourn an Althing if the Althing directs him/her to do so.

14.2. An adjourned Althing may take place at a different venue to the initial Althing.

14.3. The only business that can be transacted at an adjourned Althing is the unfinished business of the initial Althing.

14.4. Notice of an adjourned Althing must be given in accordance with Clause 10.1 if an Althing has been adjourned for more than 21 days.

15. Proceedings at Althing - Decision of Questions

15.1. Subject to the Act in relation to special resolutions, a resolution is carried if a majority of the votes cast on the resolution are in favour of the resolution.

15.2. A resolution put to the vote of an Althing is decided on a show of hands unless a poll is demanded in accordance with the Act.

15.3. Unless a poll is demanded:

15.3.1. A declaration by the Chair that a resolution has been carried, carried by a specified majority, or lost, and
15.3.2. An entry to that effect in the minutes of the Althing, are conclusive evidence of the fact without proof of the number or proportion of the votes in favour of or against the resolution.

15.4. The demand for a poll may be withdrawn.

15.5. A decision of an Althing may not be impeached or invalidated on the ground that a person voting at the Althing was not entitled to do so.

16. Proceedings at Althing - Taking a poll

16.1. A poll will be taken when and in the manner that the chair directs.

16.2. The result of the poll will be the resolution of the Althing at which the poll was demanded.

16.3. The chair may determine any dispute about the admission or rejection of a vote.

16.4. The chairs determination, if made in good faith, will be final and conclusive.

16.5. A poll demanded on the election of the chair or the adjournment of an Althing must be taken immediately.

16.6. After a poll has been demanded at an Althing, the Althing may continue for the transaction of business other than the question on which the poll was demanded.

17. Proceedings at Althing - Casting Vote of Chair

17.1. The chair shall have a casting vote in addition to the chairs vote as a Member, proxy, attorney or Representative.

18. Proceedings at Althing - Offensive Material

18.1. A person may be refused admission to, or required to leave and not return to an Althing if the person:

18.1.1. Refuses to permit examination of any article in the persons possession; or

18.1.1.1. Is in possession of any:

18.1.1.1.1. Electronic or recording device;
18.1.1.1.2. Placard or banner; or
18.1.1.1.3. Other article,

18.1.1.2. Which the chair considers to be dangerous, offensive or liable to cause disruption.

19. Votes of Members - Entitlement to Vote

19.1. A Member entitled to vote has one vote.

19.2. A Member entitled to vote who is also the nominated representative of a Corporate Member, may cast a second vote as the Corporate Member Representative.

20. Votes of Members - Objections

20.1. An objection to the qualification of a voter may only be raised at the Thing or adjourned Thing at which the voter tendered their vote.

20.2. An objection must be referred to the Chair of the Thing, whose decision is final.

20.3. A vote which the Chair does not disallow because of an objection is valid for all purposes.

21. Votes of Members - Votes by Proxy

21.1. If a Member appoints a proxy, proxies or an attorney, the proxy, proxies or attorney may vote on a show of hands.

21.2. A proxy may demand or join in demanding a poll.

21.3. A proxy or attorney may vote on a poll.

22. Votes of Members - Instrument Appointing Proxy

22.1. A Member who is a natural person may appoint a proxy by written appointment signed by the appointor or the appointors attorney.

22.2. A Member which is a corporation may appoint a proxy by a written appointment executed in accordance with section 127 of the Act or the appointors attorney duly authorised in writing.

22.3. A proxy need not be a member:

22.3.1. An appointment of proxy must be in a form approved by the Directors.
22.3.2. Schedule 1 sets out a form which will be taken to be approved by the Directors unless they resolve to use a different form.

22.4. A proxy may vote or abstain as he/she chooses except to the extent that an appointment of the proxy indicates the manner in which the proxy will vote on any resolution. The proxy must vote or abstain on a poll in accordance with any instructions on the appointment.

22.5. A proxy's appointment is valid at an adjourned meeting.

23. Votes of Members - Lodgement of Proxy

23.1. The written appointment of a proxy or attorney must be received by the Company, at least 48 hours (unless otherwise specified in the notice of meeting to which the proxy relates) before:

23.1.1. the time for holding the Thing or adjourned Thing at which the appointee proposes to vote; or
23.1.2. the taking of a poll on which the appointee proposes to vote.
23.1.3. The Company receives an appointment of a proxy and any power of attorney or other authority under which it was executed when they are received at:

23.1.4. the Office;
23.1.5. a facsimile number at the Office; or
23.1.6. a place, facsimile number or electronic address specified for that purpose in the notice of meeting.

24. Votes of Members - Validity

24.1. A vote cast in accordance with an appointment of proxy or power of attorney is valid even if before the vote was cast the appointor:

24.1.1. died;
24.1.2. became of unsound mind; or
24.1.3. revoked the proxy or power,

24.2. unless any written notification of the death, unsoundness of mind or revocation was received by the Company before the relevant Thing or adjourned Thing.

25. Appointment and Removal of Driectors - Number of Directors

25.1. The number of Directors shall be three unless the Company in Althing changes the maximum number and subject to Clause 25.2

25.2. The retirement of the Immediate Managing Director shall not be considered to create a vacancy in the number of Directors.

26. Appointment and Removal of Directors - Appointment and removal of Directors

26.1. When a Director retires at an Althing, subject to clause 29 the Company may by ordinary resolution elect a Voting Member to fill the vacated office.

26.2. The Company may by resolution passed in Althing:

26.2.1. increase or reduce the number of Directors;
26.2.2. remove any Director before the end of the Director's period of office; and
26.2.3. appoint another Voting Member in the Director's place.

26.3. A person appointed under clause 26.2.3 will hold office for the period for which the Director replaced would have held office if the Director had not been removed.

26.4. If the conduct or position of any Director is such that continuance in office appears to the majority of the Directors to be prejudicial to the interests of the Company, a majority of Directors at a Thing of the Directors specifically convened for that purpose may suspend that Director.

26.5. Within 14 days of the suspension, the Directors must call an Althing, at which the Members may either confirm the suspension and remove the Director from office in accordance with clause 26.4 or annul the suspension and reinstate the Director.

26.6. Directors must be Voting Members.

27. Appointment and Removal of Directors - Nomination of Director

27.1. A person is not eligible for election appointment as a Director at an Althing unless the person, or a Member who intends to propose the person, has left at the Office a written notice signed by him or her:

27.1.1. giving the proposed Director's consent to the nomination; and
27.1.2. stating either that the person is a candidate for the office of Director or that the Member intends to propose the person for election.

27.2. A notice given in accordance with clause 27.1 must be left at the Office at least 28 days before the relevant Althing.

27.3. If the nominations received for the positions of Director exceed the number of vacancies, then an election will be held.

27.3.1. The ballot may be conducted via post and/or any electronic means that may reasonably be available.
27.3.2. A preferential voting system will be used. The figures 1,2,3, -- etc. shall be placed against each candidate's name. Counting and recording of votes shall be as for voting for the Australian House of Representatives
27.3.3. Additional time allowance may be provided for the issues of ballot papers and recording of votes from overseas locations, such as New Zealand.
27.3.4. Elections for office bearers of local divisions, sections or groups that may be established shall follow this preferential system.
27.3.5. The persons appointed as Directors to fill vacant positions, including those elected via ballot as defined in clause 27.3, will be announced at the Althing and may also be announced to members in any journal or publications of the company and via electronic means.

28. Appointment and Removal of Directors - Vacation of office

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

28.1.1. is prohibited by the Corporations Law from continuing as a Director;
28.1.2. becomes bankrupt or makes any general arrangement or composition with his or her creditors;
28.1.3. cannot manage the Company because of his or her mental incapacity and is a person whose estate or property has had a personal representative or trustee appointed to administer it;
28.1.4. resigns by notice in writing to the Company;
28.1.5. is removed by a resolution of the Company;
28.1.6. is absent from Directors' meetings for 3 consecutive meetings without leave of absence from the Directors and declared to vacate the office by three-fourths majority of the Directors;
28.1.7. 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 Law;
28.1.8. is the Chief Executive Officer (or equivalent) of a Corporate Member that ceases to be a Member;
28.1.9. is an individual and ceases to be a Member of the Company; or

29. Powers and Duties of Directors

29.1. The business of the Company is managed by the Directors who may exercise all powers of the Company that this Constitution and the Corporations Law do not require to be exercised by the Company in Althing.

29.2. Without limiting the generality of clause 29.1, the Directors may exercise all the powers of the Company to:

29.2.1. borrow money;

29.2.2. charge any property or business of the Company;

29.2.3. issue debentures or give any other security for a debt, liability or obligation of the Company or of any other person; and

29.2.4. guarantee or to become liable for the payment of money or the performance of any obligation by or of any other person.

29.3. The Directors shall establish and publish policies to guide the operation and decision making of the Company and provide direction to Members and employees in areas not otherwise covered by the Corporations Law or this Constitution.

29.4. Policies established by the Directors in accordance with 29.3, must be endorsed by a 75% majority of Directors voting on such policies.

30. Proceedings of Directors - Directors' Things

30.1. A Director may at any time, and the Secretary must on the request of a Director, convene a Directors' Thing. A Directors' Thing must be convened on at least 48 hours written notice of a Thing to each Director.

30.1.1. Subject to the Corporations Law, a Directors' Thing may be held by the Directors communicating by any technological means by which they are able simultaneously to hear each other and to participate in discussion.
30.1.2. The Directors need not all be physically present in the same place for a Directors' Thing to be held.
30.1.3. Subject to clause 32, a Director who participates in a Thing held in accordance with this Constitution is taken to be present and entitled to vote at the meeting. Clause 30.1.3 applies to Things of Directors' committees as if all committee members were Directors.

30.2. The Directors may meet together, adjourn and regulate their meetings as they think fit.

30.3. A quorum is three Directors.

30.4. Where a quorum cannot be established for the consideration of a particular matter at a Thing of Directors, the chairperson may convene an Althing of Members to deal with the matter.

30.5. Notice of a Thing of Directors may be given in writing, or the Thing may be otherwise called using any technology consented to by all the Directors.

31. Proceedings of Directors - Decision of questions

31.1. Subject to this Constitution, questions arising at a Thing of Directors are to be decided by a majority of votes of the Directors present and voting and, subject to clause 32, each Director has one vote.

31.2. The Chair of a Thing shall have a casting vote in addition to his or her deliberative vote.

32. Proceedings of Directors - Directors' interests

32.1. Every Director who has a direct or indirect interest in a matter that is to be considered at a Directors' Thing:

32.1.1. must not vote on the matter or be present while the matter is being considered at the Directors' meeting; and
32.1.2. will not be counted in a quorum in relation to that matter, if to do so would be contrary to the Corporations Law.
32.1.3. Each Director must disclose to the Company any direct or indirect interest in a matter before the Directors and, in the case of a contract, provide the Company with the names of the parties to the contract, particulars of the contract and the Director's interest in the contract. Failure by a Director to disclose under this clause will not render void or voidable a contract in which the Director has an interest.

32.2. A Director may join in executing in accordance with section 127 of the Corporations Law any document relating to a contract or arrangement or proposed contract or arrangement in which the Director has an interest.

33. Proceedings of Directors - Alternate Directors

33.1. Directors of the Company may not appoint alternate Directors.

34. Proceedings of Directors - Remaining Directors

34.1. The Directors may act even if there are vacancies on the board.

34.2. If the number of Directors is not sufficient to constitute a quorum at a Directors' Thing, the Directors may act only to:

34.2.1. appoint a Director; or
34.2.2. convene an Althing.

35. Proceedings of Directors - Managing Director and chair

35.1. The Managing Director shall be a Director of the company.

35.2. The President's role shall be:

35.2.1. representative of the Company; and
35.2.2. Chair of Director's Things

35.3. If at any Directors' Thing the Chiar is not present within ten minutes after the time appointed for the meeting to begin, the Directors shall elect a Director to be Chair of the Thing.

36. Proceedings of Directors - Directors' committees

36.1. The Directors may delegate any of their powers, other than those which by law must be dealt with by the Directors as a board, to a committee or committees.

36.2. The Directors may at any time revoke any delegation of power to a committee

36.3. A committee must exercise its 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.

36.4. A committee may be authorised to sub-delegate all or any of the powers for the time being vested in it, with prior approval by the Directors.

36.5. Things of any committee will be governed by the provisions of this Constitution which deal with Directors' Things so far as they are applicable and are not inconsistent with any directions of the Directors.

37. Proceedings of Directors - Written resolutions

37.1. The Directors may pass a resolution without a Directors' Thing 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.

37.2. For the purposes of clause 37.1, 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.

37.3. Any document referred to in this clause may be in the form of a facsimile or electronic transmission.

37.4. The minutes of Directors' meetings must record that a meeting was held in accordance with this clause 37.

37.5. This clause applies to meetings of Directors' committees as if all members of the committee were Directors.

38. Proceedings of Directors - Validity of acts of Directors

38.1. If it is discovered that:

38.1.1. there was a defect in the appointment of a person as a Director, or member of a Directors' committee; or
38.1.2. a person appointed to one of those positions was disqualified, all acts of the Directors or the Directors' committee before the discovery was made are as valid as if the person had been duly appointed and was not disqualified.

39. Proceedings of Directors - Minutes and registers

39.1. The Directors must cause minutes to be made of:

39.1.1. the names of the Directors present at all Althings, Directors' meetings and meetings of Directors' committees;
39.1.2. all proceedings and resolutions of Althings, Directors' Things and Things of Directors' committees;
39.1.3. all resolutions passed by Directors in accordance with clause 37;
39.1.4. all appointments of officers;
39.1.5. all orders made by the Directors and Directors' committees; and
39.1.6. all disclosures of interests made pursuant to clause 32.

39.2. Minutes must be signed by the Chair of the Thing or by the Chair of the next Thing of the relevant body.

39.3. The Company must keep all registers required by this Constitution and the Act.

40. Local Management - Local management (Regions)

40.1. 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.

40.2. Without limiting clause 40.1 the Directors may:

40.2.1. establish local boards (or divisions or sections) 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 divisions or sections;
40.2.2. delegate to any person appointed under clause 40.2.1 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.
40.2.3. The initial nomination of persons for appointment to local boards (or divisions or sections) that may be made under 40.2.1 will be undertaken through local elections amongst members resident in the specified places;

40.3. The Directors may at any time revoke or vary any delegation under this clause.

40.4. One of the Directors will be assigned a specific portfolio responsibility for divisional and membership matters. For the time being, the existing structure of divisions and related sections, groups, and activities will be retained on adoption of this constitution.

41. Local Managment - Appointment of attorneys and agents

41.1. The Directors may from time to time by resolution or power of attorney executed in accordance with section 127 of the Act appoint any person to be the attorney or agent of the Company, with the powers, authorities and discretions (not exceeding those exercisable by the Directors under this Constitution);

41.2. for the period; and subject to the conditions, determined by the Directors.

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

41.3.1. any member of any local board established under this Constitution;
41.3.2. any company;
41.3.3. the members, directors, nominees or managers of any company or firm; or
41.3.4. any fluctuating body of persons whether nominated directly or indirectly by the Directors.

41.4. A power of attorney may contain such provisions for the protection and convenience of persons dealing with an attorney as the Directors think fit.

41.5. The Directors may appoint attorneys or agents by facsimile transmission, telegraph or cable to act for and on behalf of the Company.

41.6. An attorney or agent appointed under this clause 41 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.

42. Company Secretary

42.1. 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.

42.2. The Secretary is entitled to, and shall, wherever reasonable, attend and take minutes, and be heard on any matter, at all Directors' and general meetings.

42.3. The Directors may, subject to the terms of the Secretary's employment contract, suspend, remove or dismiss the Secretary.

42.4. The Secretary shall have the public title of Corporate Secretary.

43. Seals - Common seal

43.1. If the Company has a Seal:

43.1.1. the Directors must provide for the safe custody of the Seal;
43.1.2. the Seal must not be used without the authority of the Directors or a Directors' committee authorised to use the Seal;
43.1.3. 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;

43.2. a record of the use of the Seal shall be kept.

44. Seals - 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:

44.1.1. must be a facsimile of the Seal with the addition on its face of the words 'Duplicate Seal';
44.1.2. must not be used except with the authority of the Directors.

45. Inspection of Records

45.1. Except as otherwise required by the Corporations Law, 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.

45.2. 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.

45.3. A Director may inspect financial records and other documents of the Company and may make reasonable requests to the Directors to be provided with copies of such records or documents.

46. Notices - Service of notices

46.1. Notice may be given by the Company to any person who is entitled to notice under this Constitution:

46.1.1. by serving it on the person; or
46.1.2. 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.

46.1.2.1. A notice sent by post is taken to be served:

46.1.2.1.1. by properly addressing, prepaying and posting a letter containing the notice; and
46.1.2.1.2. on the day after the day on which it was posted.

46.1.2.2. A notice sent by facsimile transmission or electronic notification is taken to be served:

46.1.2.2.1. by properly addressing the facsimile transmission or electronic notification and transmitting it; and
46.1.2.2.2. on the day after its dispatch.

46.2. 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.

46.3. 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.

46.4. 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.

46.5. Subject to the Corporations Law the signature to a written notice given by the Company may be written or printed.

46.6. All notices sent by post outside Australia must be sent by prepaid airmail post.

47. Notices - Persons entitled to notice

47.1. Notice of every Althing must be given to:

47.1.1. every Member;
47.1.2. every Director; and
47.1.3. any Auditor.

47.2. No other person is entitled to receive notice of an Althing.

48. Audit and Accounts

48.1. 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 Law.

48.2. The Directors must cause the financial records of the Company to be audited in accordance with the requirements of the Corporations Law.

49. Winding Up

49.1. If the Company is wound up:

49.1.1. each Member; and each person who has ceased to be a Member in the preceding year, undertakes to contribute to the property of the Company for the:

49.1.1.1. payment of debts and liabilities of the Company (in relation to clause 55.1(b), contracted before the person ceased to be a Member) and payment of costs, charges and expenses of winding up; and
49.1.1.2. adjustment of the rights of the contributors amongst themselves,
49.1.1.3. such amount as may be required, not exceeding $2.

49.2. If any surplus remains following the winding up of the Company, the surplus will not be paid to or distributed amongst Members, but will be given or transferred to another corporation or institution having objects similar or in part similar to those of the Company and which, by its constitution, is:

49.2.1. required to pursue charitable purposes only;
49.2.2. required to apply its profits (if any) or other income in promoting its objects; and
49.2.3. 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 for determination.

50. Indemnity and Insurance

50.1. To the extent permitted by law and that the officer is not indemnified by directors' and officers' liability insurance maintained by the Company, the Company indemnifies every person who is or has been an officer of the Company against any liability:

50.1.1. incurred by that person as such an officer to another person other than the Company or a related body corporate of the Company unless the liability arises out of conduct involving a lack of good faith; and
50.1.2. for costs and expenses incurred by the person as such an officer:

50.1.2.1. in defending proceedings, whether civil or criminal, in which judgment is given in favour of the person or in which the person is acquitted; or
50.1.2.2. in connection with an application, in relation to such proceedings, in which the Court grants relief to the person under the Law.

50.2. The Company may pay or agree to pay a premium in respect of a contract insuring a person who is or has been an officer of the Company against a liability:

50.2.1. incurred by the person as such an officer unless the liability arises out of conduct involving:

50.2.1.1. a willful breach of duty in relation to the Company; or
50.2.1.2. without limiting subparagraph 50.2.1.1, a contravention of subsection 232 (5) or (6) of Act; or
50.2.1.3. for costs and expenses incurred by the person as such an officer in defending proceedings, whether civil or criminal and whatever their outcome.

50.3. In this clause 56:

50.3.1. 'indemnify' has the same meaning as in section 241 of the Act;
50.3.2. 'officer' means a Director, secretary or executive officer of the Company; and
50.3.3. 'pay' has the same meaning as in section 241A of the Act.

HOME | Top Of Page

Page maintained by Schmitt Services

Last Update: Friday, February 9, 2007