Complete Constitution of OpenAustralia Foundation Limited

Contents

    Introduction

  1. Replaceable rules excluded
  2. Definitions and interpretation
  3. Objects
  4. Powers
  5. Application of income and property
  6. No distribution to members
  7. Limited liability
  8. Guarantee
  9. Membership
  10. Register of members
  11. Meetings of members

  12. Circulating resolutions
  13. Calling of general meeting
  14. Amount of notice of meeting
  15. Persons entitled to notice of general meeting
  16. How notice is given
  17. When notice is given
  18. Period of notice
  19. Contents of notice
  20. Notice of adjourned meeting
  21. Accidental omission to give notice
  22. Postponement of general meeting
  23. Technology
  24. Quorum
  25. Chair at general meetings
  26. Business at adjourned meetings
  27. Proxies and body corporate representatives

  28. Who can appoint a proxy
  29. Rights of proxies
  30. When proxy form must be sent to all members
  31. Appointing a proxy
  32. Form of proxy sent out by Company
  33. Receipt of proxy documents
  34. Validity of proxy vote
  35. Attorney of member
  36. Voting at meetings of members

  37. How vote may be exercised
  38. Voting disqualification
  39. Objections to right to vote
  40. How voting is carried out
  41. Matters on which a poll may be demanded
  42. When a poll is effectively demanded
  43. When and how polls must be taken
  44. Chair’s casting vote
  45. Annual general meeting

  46. Business of an annual general meeting
  47. Resolutions proposed by members
  48. Appointment of directors

  49. Number of directors
  50. Directors’ qualifications
  51. First directors
  52. Election of directors
  53. Nomination for election
  54. Election procedure – directors
  55. Time appointment or retirement takes effect
  56. Office bearers
  57. First office bearers and subsequent election at board meeting
  58. Eligibility and nomination
  59. Election procedure – office bearers
  60. Appointment of directors between AGMs

  61. Casual vacancies and additional directors
  62. Insufficient directors
  63. Alternate directors

  64. Appointment
  65. Rights and powers of alternate director
  66. Suspension or revocation of appointment
  67. Form of appointment, suspension or revocation
  68. Termination of appointment
  69. Power to act as alternate for more than 1 director
  70. Powers of directors

  71. Validation of acts of directors and secretaries
  72. General business management
  73. Borrowing powers
  74. Appointment of attorney
  75. Negotiable instruments
  76. Delegation to Committee of Directors
  77. Delegation generally
  78. Establishment of advisory boards
  79. Executive officer

  80. Power to appoint
  81. Not a member of the board
  82. Powers
  83. Withdrawal of appointment or powers
  84. Temporary appointments
  85. Removal and resignation of directors

  86. Removal of directors
  87. Resignation of director
  88. Vacation of office of director
  89. Directors’ interests

  90. Prohibition on being present or voting
  91. Director to disclose interests
  92. Effect of interest in contract
  93. Standing notice of interest
  94. Other interests
  95. Extension of meaning of “Company”
  96. Other directorships and shareholdings
  97. Directors’ meetings

  98. Circulating resolutions
  99. Meetings of directors
  100. Calling directors’ meetings
  101. Notice of meeting
  102. Waiver of notice
  103. Technology meeting of directors
  104. Chairing directors’ meetings
  105. Quorum
  106. Passing of directors’ resolutions
  107. Remuneration of directors

  108. No directors’ remuneration
  109. Directors’ expenses
  110. Financial benefit
  111. Secretary

  112. Appointment of secretary
  113. Terms of office of secretary
  114. Indemnity and insurance

  115. Indemnity
  116. Insurance
  117. Director voting on contract of indemnity or insurance
  118. Liability
  119. Meaning of “officer”
  120. Winding up

  121. Winding up
  122. Surplus gifts

  123. Surplus gifts
  124. Minutes

  125. Minutes to be kept
  126. Inspection of records

  127. Rights of inspection
  128. Confidential information
  129. Accounts, audit and records

  130. Accounts
  131. Audit
  132. Execution of documents

  133. Common seal
  134. Use of common seal
  135. Execution of documents without common seal
  136. Execution of document as a deed
  137. Execution – general
  138. Notices

  139. Notices other than notices of meeting
  140. Inadvertent omissions

  141. Formalities omitted
  142. Alterations

  143. Alterations
  144. Electronic communication

  145. Production of electronic communication
  146. Retention of electronic communication
  147. Signing

  148. Signing

Corporations Act 2001

Company limited by guarantee

Introduction

Replaceable rules excluded

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

Definitions and interpretation

  1. Definitions
    1. Act means the Corporations Act 2001 and includes any amendment or re-enactment of it or any legislation passed in substitution for it;
    2. auditor means any person appointed for the time being to perform the duties of an auditor of the Company;
    3. business day means a day that is not a Saturday, a Sunday or a public holiday or bank holiday in the place where the Company has its registered office;
    4. company means OpenAustralia Foundation Limited;
    5. corporate member means a member which is a body corporate;
    6. directors means the directors for the time being of the Company or the directors assembled as a board;
    7. document includes an electronic or online document
    8. foundation members means the persons who consent to be members on the registration of the Company;
    9. register means the register of members to be kept pursuant to the Act;
    10. registered office of the Company includes the electronic address of the Company;
    11. representative means a person authorised to act as a representative of a body corporate pursuant to section 250D of the Act;
    12. responsible person means an individual who:
      1. has a degree of responsibility to the community as a whole;
      2. is known to a broad section of the community because he or she performs a public function;
      3. belongs to a professional body which has a professional code of ethics and rules of conduct; or
      4. has received formal recognition from the Government for their services to the community; and
      5. may be, but is not limited to being, a school principal, a member of the judiciary, a member of the clergy, a solicitor, doctor and other professional person, mayor, councillor, town clerk or member of parliament; and
    13. secretary means any person appointed to perform the duties of secretary of the Company and any person appointed to act temporarily as secretary;
    14. signature means a method, including an electronic method, used to identify the person and to indicate the person’s approval of the information communicated.
  2. In this constitution:

  3. Interpretation
    1. Reference to:
      1. one gender includes the others;
      2. the singular includes the plural and the plural includes the singular; and
      3. a person includes a body corporate.
    2. Except so far as the contrary intention appears in this constitution:
      1. an expression has in this constitution the same meaning as in the Act; and
      2. if an expression is given different meanings for the purposes of different provisions of the Act, the expression has, in a provision of this constitution that deals with a matter dealt with by a particular provision of the Act, the same meaning as in that provision of the Act.
    3. “Including” and similar expressions are not words of limitation.
    4. Headings and any table of contents or index are for convenience only and do not form part of this constitution or affect its interpretation.
    5. “In writing” “writing” or “written” includes any other mode of representing or reproducing words, figures, drawings or symbols in a visible form including by means of electronic communication, and if the information was given by electronic communication at the time the information was given, it was reasonable to expect that the information would be readily accessible so as to be useable for subsequent reference.

Objects

  1. The objects for which the Company is established are:
    1. to support a nationwide open access public digital reference library for the purpose of making information relating to public bodies accessible and useful for all Australians;
    2. to conduct research into the use and effects of information and communication technologies relating to public engagement and developing tools to enable the sharing of information for the purpose of improving such engagement;
    3. to disseminate the results and methods of this research for the benefit and education of the public;
    4. to provide tools and services to both public and private bodies or institutions, and the general public, to enable them to reuse such data and research freely and for the public good;
    5. to provide content and software under an open licence wherever practicable;
    6. to create a network for related local, online and library communities;
  2. The Company must pursue charitable purposes only and must apply its income in promoting those purposes.
  3. The Company must manage payments and gifts to the Company and ensure that they are used to further the stated objects of the Company.

Powers

[compare section 124]

  1. The Company has all the powers of an individual and a body corporate but does not have the power to issue shares.
  2. Despite rule 4.1 the powers of the Company are ancillary to and exercisable only to pursue the objects of the Company set out in rule 2.2(5).

Application of income and property

[compare sections 125 and 150]

  1. The income and property of the Company, from wherever it is derived, must be applied solely towards the promotion of the objects of the Company set out in rule ‎2.2(5).

No distribution to members

[compare section 150]

  1. No portion of the income or property of the Company may be paid directly or indirectly, by way of dividend, bonus or otherwise to the members of the Company.
  2. Rule ‎6.1 does not prevent:
    1. the payment in good faith of remuneration to any officer, servant or member of the Company in return for any services actually rendered to the Company or for goods supplied in the ordinary and usual way of business;
    2. the payment of interest at a rate not exceeding the current bank overdraft rates of interest for moneys lent to the Company;
    3. the payment of reasonable and proper rent by the Company to a member of the Company for premises leased by the member to the Company; or
    4. the reimbursement of expenses incurred by any member on behalf of the Company.

Limited liability

  1. The liability of the members is limited.

Guarantee

  1. Every member of the Company undertakes to contribute an amount not exceeding $100 to the property of the Company in the event of its being wound up while the member is a member or within 1 year after the member ceases to be a member, if required for payment:
    1. of the debts and liabilities of the Company (contracted before the member ceases to be a member);
    2. of the costs, charges and expenses of winding up; and
    3. for the adjustment of the rights of the contributories among themselves.

Membership

9.1. Admission to membership

  1. The number of members of the Company is unlimited.
  2. The members of the Company shall be:
    1. the foundation members; and
    2. an
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