Beruflich Dokumente
Kultur Dokumente
of
PHILLIPS FOX
Lawyers
120 Collins Street
MELBOURNE VIC 3000
Table of contents
Nature of Company
1 Moreland Energy Foundation Ltd (ACN 095 439 160 ) is a company. It
Objects of company
2 The Moreland Energy Foundation promotes protection of the environment by
reducing greenhouse gas emissions through:
2.2 promoting the use of greenhouse friendly and energy efficient domestic,
commercial and industrial appliances
2.5 facilitating research into new energy efficient technologies that will
assist in reducing greenhouse gas emissions
The matters listed above are the objects of the Company. These objects can only
be altered by a majority vote of the executive members with the prior written
consent of the Moreland City Council (the “Council”). Any disputes or
disagreements between members or the directors about the interpretation of these
objects shall be referred by the Board to the Council for resolution. The
Council’s decision shall be final and binding upon the members and the directors.
Liability of members
3 The liability of an executive member is limited to the following extent:
Number of members
4 The Company must always have at least one member. The maximum number
of members is unlimited.
B Admission to Membership
Membership
5 Without prejudice to any special rights conferred on members of the Company,
the directors may admit a person for membership as an executive member or as a
community member, as the directors think fit and in accordance with the class of
membership requested in the application submitted to the Company by the
prospective member.
Sponsorship
7 A person, other than the subscribers to the Constitution, is not eligible for
membership unless that person is sponsored by another member or a director.
Applications
8 Application for membership must be in writing signed by the applicant and
countersigned by the member or the director sponsoring the applicant and
delivered to the Secretary. The application must be in a form required or
approved by the Board, and accompanied by membership fee determined by the
Board (if any).
Consideration of Applications
9 The Board will consider each application for membership at the first meeting
following receipt of the application accompanied by such information as may be
reasonably necessary to satisfy the Board as to the applicant's eligibility.
Applications may only be accepted by three quarters or more of the directors at
that meeting approving the application.
Notice of Acceptance
11 Upon an application being accepted, the Secretary will send to the applicant
written notice of acceptance.
Certificate of membership
12 A member is entitled to receive a certificate of membership in a form approved
by the Board and signed on behalf of the Company in such manner as may from
time to time be determined by the Board.
15.1 the right to receive notice of any general meeting of the Company;
15.2 the right to vote at any general meeting of the Company where each
executive member shall have one vote;
15.3 the right to receive detailed financial reports (including cash flow
statements) of the Company annually to be audited in each Financial
Year and to raise all enquiries in respect of these reports by notice in
writing to the Board of Directors, which shall answer in reasonable
detail within 21 days;
15.4 all other rights, privileges and obligations of members pursuant to the
Corporations Law or contained in this Constitution.
16.1 the right to receive notice of any general meeting of the Company;
C Register of members
Keeping of Register
17 A Register of members shall be kept in the office of the Company which sets out
in full the names, address and category of membership of the Company. The
Register shall also show in respect of each member:
17.4 such other information as the Board may from time to time determine.
Availability of Register
18 The Register of members shall be available for inspection by members at the
registered office of the Company during normal business hours.
D Cessation of membership
Resignation of a member
19 Subject to clause 13, an executive member or community member may at any
time, by notice in writing to the Company, resign as a member.
E Representation
Voting by Representative
21 A reference in this Constitution to members attending and voting at any meeting
or being entitled to do so includes an executive member or community member
attending and voting by a representative (whether as alternate or otherwise)
appointed in accordance with clause 20.
Power of Representative
22 A representative who is authorised under clause 20 is, in accordance with the
authority and until it is revoked, entitled to exercise on the member’s or
community member’s behalf the same powers as the member could, if it were a
natural person, exercise as an executive member or community member of the
Company. An alternate representative may exercise the same powers of the
representative if the representative is not available or present to exercise those
powers.
F General meetings
Power to convene
24 Any director may convene a general meeting whenever he or she thinks fit.
Convening of General Meetings
25 A general meeting may be convened by the Chairperson. The Chairperson will
convene a general meeting upon receipt of a written request from members
holding 5 per cent of the votes at a general meeting.
Notice
26 A notice of a general meeting must specify the place, the day and the hour of
meeting and must state the general nature of the business to be transacted at the
meeting.
27.1 consideration of accounts and the reports of the directors and auditors
and
Nature of business
29 Special business includes all business that is transacted at an extraordinary
general meeting, and all business transacted at an annual general meeting except
the following:
29.5 the appointment of the Company auditor and the fixing of his or her
remuneration.
Annual General Meeting
30 An annual general meeting of the Company may be held. At an annual general
meeting in addition to the business that must be conducted in accordance with the
Corporations Law in respect of financial statements, the directors’ report and
auditor’s report, the directors must also put before the meeting a budget for the
following year.
Circular resolution
31 The Company may pass a resolution without a general meeting being held if all
the members 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
Quorum
32 Business may not be transacted at any general meeting unless a quorum of
members is present at the time when the meeting proceeds to business. Two
executive members (including any proxy for an executive member and any
person representing an executive member in accordance with the Corporations
Law) constitute a quorum.
Effect of no quorum
33 If a quorum is not present within 30 minutes from notified starting time for the
meeting:
33.1 where the meeting was convened on the requisition of members - the
meeting is cancelled
33.2 in any other case the meeting is postponed to the same place on the
same day and at the same time the following week, or to any other time
and place chosen by the directors. If a quorum is not present within
half an hour after the starting time of the postponed meeting, it is
cancelled.
Chairperson of directors
34 The chairperson elected as chairperson of directors meetings, if any, shall preside
as chairperson at every general meeting.
Vacancy in chairperson
35 Where a general meeting is held and:
35.1 no person has been elected as a chairperson of directors
35.2 that chairperson is not present within 15 minutes after the time
appointed for the holding of the meeting or is unwilling to act,
the executive members present must elect one of their number to be chairperson
of the meeting.
Adjournment
36 The chairperson may at any time adjourn a meeting with the meeting’s consent.
The chairperson must adjourn a meeting if the meeting votes to adjourn it. The
only business that can be transacted at an adjourned meeting is the unfinished
business from the original meeting.
Poll
43 A poll may be demanded:
45 A poll demanded on any other subject is taken in such manner and either at once
or after an interval or adjournment or otherwise as the chairperson directs. The
result of the poll is the resolution of the meeting at which the poll was demanded.
Incapacity
50 This clause applies where an executive member or community member is of
unsound mind or is a person whose person or estate is liable to be dealt with
under the law relating to mental health. The member’s committee or trustee or
such other person as properly has the management of the member’s estate may
exercise any rights of the member in relation to a general meeting as if the
committee, trustee or other person were the executive member or community
member.
Objection to voter
51 An objection may be raised to the qualification of a voter only at the meeting or
adjourned meeting at which the vote objected to is cast.
Appointment of proxy
53 An instrument appointing a proxy must be in writing signed by the appointor or
an attorney duly authorised in writing or, if the appointer is a body corporate,
signed by a duly authorised officer or attorney or in accordance with the
Corporations Law.
54 Instruments appointing a proxy may specify the manner in which the proxy is to
vote in respect of a particular resolution and in that event the proxy is not entitled
to vote on the resolution except as specified in the instrument. Unless otherwise
instructed the proxy may vote as he or she thinks fit.
56 An instrument appointing a proxy may be in the following for, or any other form
acceptable to the Company.
Signed [date]
Lodgement of proxy
57 A document appointing a proxy (and any power of attorney under which it is
signed, or a certified copy of that power) must be received by the Company at
least 48 hours before the time of the meeting. If the document is not received on
time, the proxy cannot vote at the meeting.
Appointment of directors
60 Other than any director who becomes a director pursuant to Section 120 of the
Corporations Law the first directors are appointed in writing by all or a majority
of the subscribers to the Constitution.
62 The board of directors of the Company will comprise the following directors:
Each second year at or before the annual general meeting a person or entity
appointing a director shall notify the Company in writing whether that director is
to be re-appointed for the following two year period and, if not, the name of the
person appointed as director for the following two years.
Period of office
68 Each of the directors hold office until the director vacated office or is removed or
retires under this Constitution.
Casual vacancy
71 The directors have power at any time to appoint any person to be a director to fill
a casual vacancy in the community representatives elected by the community
members to hold office until the annual general meeting. Otherwise the person
or entity appointing a director has the power to fill a casual vacancy in that
appointment. The directors must not make an appointment so that the total
number of directors at any time exceeds the maximum number fixed according to
clause 61.
Removal of Directors
72 The person or entity appointing a director may remove that director and appoint
another person in his or her place. The community members may, by resolution:
72.1 remove any director elected by community members from office but
not so as to have fewer then the minimum number of directors fixed
according to clause 61.
73.1 The Board shall determine a time and place for a meeting of the
community members to elect the 1 community representative as director.
Director qualification
74 A person that becomes a director must prior to becoming a director consent to
becoming executive member of the Company. Where a person ceases to be a
director that person automatically ceases to be an executive member.
Vacation of office
75 In addition to the circumstances in which the office of a director becomes vacant
under the Corporations Law, a director ceases to hold office immediately any of
the following happens.
75.5 Without the consent of the other directors, the director is absent from
meetings of directors for a continuous period of 6 months.
75.6 By the time of the annual general meeting of the Company, the person
or entity appointing that director has not notified the Company in
writing of the re-appointment of that director for the following year.
Lending Powers
77 Subject to complying with any guidelines set by the Council, or obtaining the
Council’s consent if the Council requires, and clause 2 of this Constitution, the
directors may issue secured and unsecured loans.
Borrowing Powers
78 Subject to complying with any guidelines set by the Council, or obtaining the
Council’s consent if the Council requires, the directors may;
78.1 exercise all the powers of the Company to borrow money from the
Council, or
78.2 charge any property or business of the Company and issue debentures
or give any other security for a debt, liability or obligation of the
Company or of any other person.
Negotiable Instruments
80 If the Company has more than 1 director, any 2 directors jointly may sign, draw,
accept, endorse or otherwise execute a negotiable instrument.
K Proceedings of directors
Quorum
81 Business may not be transacted at any directors meeting unless a quorum of
directors is present at the time when the meeting proceeds to business. Four
directors (including any proxy for a director) including at least 1 Council
appointed director constitute a quorum.
Directors to regulate
82 The directors may meet together for the dispatch of business and adjourn and
otherwise regulate their meetings as they think fit.
Convening of meetings
83 A director may at any time, and a secretary must on the requisition of a director,
convene a meeting of the directors. At least 4 meetings every year shall be
called.
Notice of meetings
84 A director’s meeting must be convened by not less than 48 hours written notice
of a meeting to each director (unless all the directors agree to a shorter period of
notice).
Director outside Australia
85 When giving notice to the other directors, it is not necessary to give notice of a
meeting of the directors to a director to whom the secretary reasonably believes
to be outside Australia.
Written resolution
86 The directors may pass a resolution in writing without holding a meeting if the
following conditions are met.
86.2 All directors who are entitled to vote on the resolution sign the
document or documents or identical copies of it or them.
88.1 all persons participating in the meeting can communicate with each
other instantaneously whether by telephone or other form of
communication
88.4 any meeting held where any director is not physically present is treated
as held at the place specified in the notice of meeting if a director is
present there. If no director is so present, the meeting is treated as held
at the place where the chairperson of the meeting is located.
Vacancies
90 The directors may act even if there are vacancies on the board.
Lack of quorum
91 If the number of directors is not sufficient to constitute a quorum at a directors'
meeting, the directors may act only for the purpose of:
94.2 The director who appointed the alternate director ends the appointment
by giving the alternate director a written notice signed by the director.
94.4 Anything happens that would result in the alternate director ceasing to
be a director if he or she were a director.
Chairperson
95 The directors must elect one of their number as chairperson of their meetings and
determine the period of office of the chairperson.
Substitute chairperson
96 Where a meeting of the directors is held and:
96.2 the chairperson is not present within 10 minutes after the time
appointed for the holding of the meeting or is unwilling to act,
the directors present may elect one of their number to be a chairperson of the
meeting.
Committee of directors
97 The directors may delegate any of their powers to a committee or committees of
directors except the borrowing powers contained in clause 79.
98 Any such committee must exercise the powers delegated according to any
directions of the directors and any power so exercised is deemed to have been
exercised by the directors.
99 The members of such a committee may elect one of their number as chairperson
of their meetings.
100.2 the chairperson is not present within 10 minutes after the time
appointed for the holding of the meeting or is unwilling to act,
the members present must elect one of their number to be chairperson of the
meeting.
Casting vote
103 If the votes are equal, the chairperson of a committee shall have a second casting
vote in addition to his or her deliberative vote.
Sub-delegation by committee
104 A committee may be authorised to sub-delegate all or any of the powers for the
time being vested in it. A committee may not delegate any decision making
powers which may legally bind the Company.
Defects in appointments
106 All acts done by any meeting of the directors or of a committee of directors or by
any person acting as a director are deemed to be valid as if all persons had been
duly appointed and were qualified to be a director or a member of the committee.
Disqualification
107 This is the case even if it is afterwards discovered there was some defect in the
appointment of a person to be a director or a member of the committee, or to act
as a director, or that person so appointed was disqualified.
Declaration of interests
108 If a director has a personal interest in a proposed contract or arrangement which
the Company may enter into, he or she must declare that interest:
108.2 if the interest arises later, at the first meeting of directors after he or she
becomes aware of the interest.
The secretary must record all declarations in the minutes of the relevant directors
meeting.
109.1 specifies the director, the interest and the matter, and
109.2 states that the directors voting for the resolution are satisfied that the
interest should not disqualify the director from considering or voting on
the matter.
Failure to disclose
112 A director’s failure to make disclosure under this clause does not render void or
voidable a contract or arrangement in which the director has a direct or indirect
interest.
Directors of related corporations
113 A director is deemed to be not interested in any contract or arrangement where
the only personal interest of the director arises because the director is also a
director of a corporation which is deemed to be related to the Company by the
Corporations Law.
Directors guarantee
115 A director is not deemed to be interested in any contract or proposed contract
relating to any loan to the Company by reason only that the director has
guaranteed or proposed to guarantee jointly or severally the repayment of the
loan.
Partnership/other interests
116 If, because a director is a member of a partnership, or a director or shareholder of
another company, or is in a position to control another entity, he or she will be
personally interested in any of the Company's contracts or arrangements with that
partnership, company or entity, he or she may give the other directors a written
notice declaring his or her relationship to that partnership, company or entity and
his or her consequent interest in all contracts or arrangements with it. The notice
is a sufficient declaration of interest in relation to any future contracts or
arrangements with that partnership, company or entity.
Appointment
119 The directors may appoint a Chief Executive Officer on the terms and for the
length of time that they consider appropriate. The directors may give the Chief
Executive Officer any of the powers they can exercise other than the following
powers: to borrow, to sub-delegate and to enter into joint ventures or other
similar business associations. They may also impose any limitations on the
exercise of those powers, and may withdraw or alter the powers they have
conferred.
Cessation of appointment
120 A Chief Executive Officer’s appointment ends immediately any of the following
happens.
120.1 The directors end the appointment by written notice, provided that they
comply with any agreement relating to the ending of the appointment.
Remuneration
121 A Chief Executive Officer, subject to any agreement entered into in a particular
case, may receive such remuneration (whether by way of salary, commission or
partly in one way and partly in another) as the directors determine.
Powers of Chief Executive Officer
122 Any powers by the directors on the Chief Executive Officer conferred may be
concurrent with or to the exclusion of the powers of the directors.
N Secretary
Appointment of secretary
123 The Secretary shall be appointed by the Board for a term of two years and upon
such conditions as the Board thinks fit. Any Secretary so appointed may be
removed by the Board. The Secretary may but need not be a director.
124 The Secretary of the Company shall not be entitled to any remuneration for
performing that office.
Appointment of treasurer
127 The Treasurer shall be appointed by the directors for a term of two years and
upon such conditions as the Board thinks fit. Any Treasurer so appointed may be
removed by the Board. The Treasurer may but need not be a director.
Duties of Treasurer
128 The Treasurer has the following duties:
128.1 to receive all moneys paid to the Company and issue the necessary
receipts on behalf of the Company;
128.2 to deposit all moneys received to the credit of the Company in a bank
account approved by the Company;
128.3 to keep detailed accounts of all receipts and expenditure and prepare an
annual statement of account; and
128.4 to arrange for the payment of all amounts properly payable from the
funds of the Company in such manner, and in conformity with such
procedures, as this Constitution provides and as the Board may from
time to time prescribe.
P Seal
131.1 the Seal may only be used with the authority of the directors, or of a
committee of the directors authorised by the directors to authorise the
use of the Seal
Inspection of accounts
133 Subject to the requirements of the Law, the Board shall from time to time
determine at what times and places under what conditions or regulations the
accounting and other records of the Company shall be open to the inspection of
members.
134 The Council and its appointed auditors have the right to inspect and audit the
accounts of the Company provided reasonable notice is first given to the
Company.
Appointment of auditor
135 A properly qualified Auditor or Auditors shall be appointed and his, her or their
duties regulated in accordance with the Law.
R Powers of attorney
Powers of attorney
136 The directors may grant a power of attorney to another person to act on behalf of
the Company. The power of attorney must state each of the following:
136.1 the powers and discretions that the attorney may exercise
The document may also contain any provisions to protect people dealing with the
attorney that the directors consider appropriate.
Limits on power
137 The powers conferred on an attorney cannot exceed the powers of the directors.
The attorney may be authorised to delegate any of the powers conferred on him
or her.
S Records
Records
138 The directors must determine whether and on what conditions the accounting
records and other documents of the Company or any of them are open to the
inspection of members other than directors. A member other than a director does
not have the right to inspect any document of the Company except as provided by
the Corporations Law or authorised by the directors or by the Company in
general meeting.
Keeping records
139 The directors must ensure that proper accounting and other records are kept, and
that balance sheets are distributed in accordance with the requirements of the
Corporations Law.
T Notices
Method
140 A notice may be given by the Company to any executive member or community
member either by serving it on the executive member or community member
personally or by sending it by post to the executive member or community
member at his, her or their address as shown in the register of members or the
address including any facsimile number supplied by the member to the Company
for the giving of notices to the member.
Deemed receipt
141 Where a notice is sent by post, service of the notice is deemed to be effected by
properly addressing, prepaying, and posting a letter containing the notice, and to
have been effected, in the case of a notice of a meeting, on the day after the date
of its posting and, in any other case, at the time at which the letter would be
delivered in the ordinary course of post. Notices sent by facsimile transmission
to the facsimile number nominated by any member for service of notices on him,
her or it shall be effective on the date of an error free fax transmission report
from the sender’s facsimile machine.
U No distributions to members
V Indemnity
145 The Company must continually indemnify each director, officer and employee
against liability (including liability for costs and expenses) for an act or omission
in the capacity of director, officer or employee of the Company. However, this
does not apply in respect of any of the following:
145.2 a liability to some other person that arises out of conduct involving a
lack of good faith.
145.3 a liability for costs and expenses incurred by the officer in defending
civil or criminal proceedings in which judgment is given against the
officer or in which the officer is not acquitted.
145.4 a liability for costs and expenses incurred by the officer in connection
with an unsuccessful application for relief under the Corporations Law,
in connection with the proceedings referred to in the preceding
paragraph.
Insurance premiums
146 The Company may pay the premium on a policy of insurance in respect of a
person who is or has been an officer or auditor of the Company to the full extent
permitted by the Corporations Law.
W Expulsion of members
Board Action
147 If the Board is of the opinion that an executive member or community member:
Notice to member
148 Where the Board passes a resolution under clause 147, the Secretary must, as
soon as practicable, cause a notice in writing to be served on the executive
member or community member:
148.1 setting out the resolution and the grounds on which it is based;
148.2 stating that the executive member or community member may address
the Board at a meeting to be held not earlier than 14 days and not later
than 28 days after the service of the notice;
148.3 stating the date, place and time of the meeting; and
148.4 informing the executive member or community member that they may
do either or both of the following:
149 At a meeting of the Board referred to in clause 148 the Board will:
149.1 give the executive member or community member the opportunity to
make oral representations;
Notice of Confirmation
150 If the Board confirms a resolution under clause 149 the Secretary will, within 7
days after the confirmation, by notice in writing inform the executive member or
community member of the fact and of their right of appeal under clause 151.
Entitlement to Appeal
151 A resolution confirmed by the Board under clause 149 does not take effect:
151.1 until the expiration of the period within which the executive member or
community member is entitled to appeal against the resolution where
they do not exercise the right of appeal within that period; or
151.2 where within that period the executive member or community members
exercises the right of appeal, unless and until a meeting confirms the
resolution pursuant to clause 155.
154.2 the Board and the executive member or community member will be
given the opportunity to state their respective cases orally or in writing
or both; and
154.3 the members present and entitled to vote will vote by secret ballot on
the question of whether the resolution should be confirmed or revoked.
Resolution to Confirm
155 To confirm a Board resolution under clause 149such a general meeting may pass
an ordinary resolution in favour of confirming the Board resolution.
X Miscellaneous
Insurance
156 The directors shall maintain adequate insurances (including public liability
insurance) to maintain and preserve the assets of the Company on such terms and
for such amounts as they consider desirable.
Financial year
158. Until the directors otherwise resolve, the financial year of the Company shall end
on 30 June in each year.
Definitions
Board means the board of directors.
Business Day means a days on which the major trading banks are
open for ordinary business in Melbourne, Victoria
and excludes a Saturday, Sunday or public holiday.
Constitution
Corporations Law defined terms except as far as the contrary intention appears in
these clauses, where a clause deals with a matter
also dealt with by a provision of the Corporations
Law, the expression has the same meaning as in that
provision.