Constitution of Cambia

Preliminary

Definitions

In this Constitution, unless the contrary intention appears, the following words have these meanings:

“Board” or “Directors” means the Board of Directors of CAMBIA;

“CAMBIA” or “Company” means CAMBIA ACN 061 897 158, a company limited by guarantee;

“Constitution” means the constitution of CAMBIA as amended from time to time;

“Elected Chairperson” means the chairperson of the Board elected pursuant to clause 22.4; “Executive Officer" means the person who is the Chief Executive Officer of
CAMBIA;

“General Meeting” means a meeting of Members and includes the Annual General Meeting, under clause 11;

“Initial Member” mean the person who is named in the application for registration of CAMBIA, with their consent, as a proposed member of CAMBIA;

“Members” means those persons admitted to the Membership of CAMBIA;

“Member Present” means, in connection with a General Meeting, a Member present in person, by representative or by proxy at the venue or venues for the meeting;

“Officers of CAMBIA” mean the Executive Officer, the Directors and the Secretary of CAMBIA;

“Secretary” means a person appointed by the Directors to perform any of the duties of a secretary of the Company.

In this Constitution unless the contrary intention appears:

the word “person” includes corporations;

the singular includes the plural and vice versa and words indicating a gender include all genders;

a reference to writing includes typewriting, printing, telegram, facsimile, e-mail and other modes of representing or reproducing words in a visible form;

words or phrases defined in the Corporations Law have the same meaning in this Constitution;

a reference to the "Corporations Law" means a reference to the Corporations Act 2001

(Cth) or such Corporations Law in force in Australia from time to time and a reference

to a "provision of the Corporations Law", means a reference to the provision in the

Corporations Act 2001 (Cth) or that provision as amended from time to time; and

an expression in a clause of this Constitution has the same meaning as in a provision of the Corporations Law that deals with the same matter as the clause.

Headings are inserted for convenience only and do not affect the construction or interpretation of this Constitution.

Objectives

The objectives for which CAMBIA is established are:

to conduct basic and applied research in any scientific, technical, legal, economic, policy, informatics or engineering discipline that relates to the application of innovation in the sciences, particularly in but not limited to the life sciences including any aspect of public health, environmental sciences, or agricultural research or practice;
to develop, apply and make available tools, methodologies, policies and practices to enable users to better overcome biological, environmental, intellectual property, business and other constraints to their capability to innovate, and to use the results of innovation, to solve their own problems in areas such as food security, public health, and resource stewardship;
to establish and maintain appropriate educational programs in life sciences, intellectual property, or other areas relevant to the objectives of CAMBIA, and to educate agricultural researchers, public health
professionals, scientists, governing officials, policymakers, farmers and other local users of technologies in the use and application of such tools and methodologies created by ourselves and others;
to provide biological materials related to such tools and methodologies, where feasible and appropriate;
to evaluate, develop, distribute and support hardware, software, databases and related computer and information services to enhance access to information resources and collaborative use and improvement of results, including information and results pertaining to research, development and education, intellectual property resources, and communication infrastructures;
to develop, evaluate, distribute, support and certify open source-based licenses and other legal instruments to provide and maintain open access to patented, patentable and related technologies, open access to materials, data, and improvements based on them, and open capabilities for sustainable use of these technologies , materials and improvements;
to evaluate and participate in or advise on development of materials, software, information and equipment which may be used in the application of such techniques, tools and methodologies;
to undertake any lawful activities that would contribute directly or indirectly towards achievement of the preceding objectives.

CAMBIA may only exercise the powers in section 124(1) of the Corporations Law to:

carry out the objectives in clause 2.1; and
do all things incidental or convenient in relation to the exercise of power under clause 2.2(a).
CAMBIA may not use its funds to support any activity or endeavour to impose on its Members, any regulations or restrictions that would make it a trade union within the meaning of the Trade Unions Act of the Commonwealth of Australia.

Income and Property of Company

The income and property of CAMBIA, however derived, will only be applied towards the promotion of the objectives of CAMBIA as set out in clause 2.

No part of income or property may be directly or indirectly paid or transferred, such as by way of dividend, bonus, or otherwise, to any Member of CAMBIA, except:

in return for services rendered or for goods supplied in the ordinary course of business;
for interest at a rate not exceeding current bank overdraft rates of interest for moneys lent by a Member; or
for reasonable or proper rent for premises leased by a Member to CAMBIA.

Payments to Directors

No payment will be made to any Director of CAMBIA other than:

payment for out-of-pocket expenses incurred by a Director in carrying out any duties of a Director up to an amount approved by the Board;
payment for any service rendered to CAMBIA by a Director in a professional or technical capacity, other than in the capacity as Director, where the provision for that service has the prior approval of the Board, the amount payable is approved by a resolution of the Board, and is on reasonable commercial terms;
payment for salary or wage due to a Director in capacity as an employee of CAMBIA;
payment for an insurance premium in respect of a contract insuring a Director to which subsection 243K(7B) of the Corporations Law refers; or
payment for a financial benefit to a Director to which subsection 243K(7A) of the Corporations Law refers.

Membership and Register or Members

The Members of CAMBIA are:

the Initial Member; and
any other person that the Directors allow to be a Member, in accordance with this Constitution.

Cambia must establish and maintain a register of Members. The register of Members must be kept by the Secretary and must contain:

for each current Member:
name;
address;
any alternative address nominated by the Member for the service of notices; and
date the Member was entered on to the register.
for each person who stopped being a Member in the last seven years:
name;
address;
any alternative address nominated by the Member for the service of notices; and
dates the membership started and ended.
CAMBIA 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 Members. The liability of Members is limited to the amount of the guarantee in clause 37.1.

Membership – Becoming a Member

A person who is invited by a Member of the Board of Directors to apply for membership is eligible to apply to be a Member of CAMBIA under this clause 6.

A person may apply to become a Member of CAMBIA by writing to the Secretary stating that they:

consent to becoming a Member and being named in the register of members of CAMBIA;
support the purpose(s) of CAMBIA; and
agree to comply with the Constitution, including paying the guarantee under clause 37.1 if required.

The Directors must consider an application for membership within a reasonable time after the Secretary receives the application.

If the Directors approve an application, the Secretary must as soon as possible:

enter the new Member on the register of Members; and
write to the applicant to tell them that their application was approved, and the date that their membership started.

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 clause 6.2. In that case, by applying to be a Member, the applicant agrees to those matters.

No entrance fee or annual subscription will be payable by any Member or prospective Member.

Other than the Initial Member, an applicant will become a Member when they are entered on the register of Members.

Membership – Ceasing to be a Member

A Member ceases to be a member of CAMBIA:

upon resigning in writing to the Secretary, from the date of receipt of notice by the Secretary;
upon death;
upon winding up or otherwise being dissolved or deregistered (for an incorporated Member);
upon becoming of unsound mind or whose person or estate is subject to a law relating to mental health; or
upon being convicted of a criminal offence;
upon being expelled under clause 9, or
after not responding within three months to a written request from the Secretary that they confirm in writing that they want to remain a Member.

Dispute Resolution

The dispute resolution procedure in this clause applies to disputes (disagreements) under this Constitution between a Member or Director and:

one or more Members;
one or more Directors, or
CAMBIA.

A Member must not start a dispute resolution procedure in relation to a matter which is the subject of a disciplinary procedure under clause 9 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 8.3, they must within 10 days:

tell the Directors about the dispute in writing;
agree or request that a mediator be appointed; and
attempt in good faith to settle the dispute by mediation.

The mediator must:

be chosen by agreement of those involved, or
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 Queensland Law Society Inc.

A mediator chosen by the Directors under clause 8.5(b)(1):

may be a Member or former Member of CAMBIA;
must not have a personal interest in the dispute; and
must not be biased towards or against anyone involved in the dispute.

When conducting the mediation, the mediator must:

allow those involved a reasonable chance to be heard;
allow those involved a reasonable chance to review any written statements;
ensure that those involved are given natural justice; and
not make a decision on the dispute.

Disciplining Members

In accordance with this clause, the Directors may resolve to warn, suspend or expel a Member from CAMBIA if the Directors consider that:

the Member has breached this Constitution, or

the Member’s behaviour is causing, has caused, or is likely to cause harm to CAMBIA.

At least 14 days before the Directors’ meeting at which a resolution under clause 9.1 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; and
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 9.1, 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 meeting.
After considering any explanation under clause 9.3, 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 Member.

The Secretary must give written notice to the Member of the decision under clause 9.4 as soon as possible.

Disciplinary procedures must be completed as soon as reasonably practical.

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.

Calling General Meetings

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 CAMBIA 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’ request.

The percentage of votes that Members have (in clause 10.2) 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 the meeting
sign the request; and
give the request to CAMBIA.

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 copy.

If the Directors do not call the meeting within 21 days of being requested under clause 10.2, 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 10.6 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 Members register, which CAMBIA 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 CAMBIA.

CAMBIA must pay the Members who request the General Meeting any reasonable expenses they incur because the Directors did not call and hold the meeting.

Annual General Meeting

A General Meeting, called the Annual General Meeting, must be held:

within 18 months after registration of CAMBIA; 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 include:

a review of the activities of CAMBIA;
a review of the finances of CAMBIA;
any auditor’s report;
the election of Directors; and
the appointment and payment of auditors, if any.

Before or at the Annual General Meeting, the Directors must give information to the Members on the activities and finances of CAMBIA 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 CAMBIA.

Notice of General Meetings

Notice of a General Meeting must be given to:

each Member entitled to vote at the meeting;
each Director; and
the auditor (if any).

Notice of a General Meeting must be provided in writing at least 21 days before the meeting.

Subject to clause 12.4, notice of a meeting may be provided less than 21 days before the meeting if:

for an Annual General Meeting, all the Members entitled to attend and vote at the Annual General Meeting agree beforehand; or

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
remove an auditor.

Notice of a General Meeting must include:

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 this);
the general nature of the meeting’s business;
if applicable, that a special resolution is to be proposed and the words of the proposed resolution;
a statement that Members have the right to appoint proxies and that, if a Member appoints a proxy:
the proxy does not need to be a Member of CAMBIA;
the proxy form must be delivered to CAMBIA 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 CAMBIA 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 meeting.

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.

CAMBIA must give the auditor (if any) any communications relating to the General Meeting that a Member of CAMBIA is entitled to receive.

Quorum at General Meetings

For a General Meeting to be held, at least two 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 Member).

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 adjourned to:

if the date is not specified – the same day in the next week;
if the time is not specified – the same time; and
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.

Representatives of Members

An incorporated Member may appoint as a representative:

one individual to represent the Member at General Meetings and to sign circular resolutions under clause 19; 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 must:

be in writing;
include the name of the representative;
be signed on behalf of the Member; and
be given to CAMBIA 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 (ongoing).

Using Technology to Hold Meetings

CAMBIA 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 meeting.

Chairperson for General Meetings

The Elected Chairperson is entitled to chair General Meetings.

The Members Present and entitled to vote at a General Meeting may choose a Director or Member to be the chairperson for that meeting if:

there is no Elected Chairperson; or
the Elected Chairperson is not present within 30 minutes after the starting time set for the meeting, or
the Elected Chairperson is present but says they do not wish to act as chairperson of the meeting.

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 Meeting

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 with at least 5% of the votes that may be cast on a resolution may give:

written notice to CAMBIA of a resolution they propose to move at a General Meeting (Members’ Resolution); and/or
a written request to CAMBIA that CAMBIA 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 resolution.

A request to distribute a Members’ Statement must set out the statement to be distributed and be signed by the Members making the request.

Separate copies of a document setting out the notice or request may be signed by Members if the wording is the same in each copy.

The percentage of votes that Members have (as described in clause 18.1) is to be worked out as at midnight before the request or notice is given to CAMBIA.

If CAMBIA has been given notice of a Members’ Resolution under clause 18.1(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 Meeting.

If CAMBIA has been given a notice or request under clause 18.1:

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 CAMBIA’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 CAMBIA 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 CAMBIA will pay these expenses.

CAMBIA 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 1000 words long;
the Directors consider it may be defamatory;
clause 18.8(b) applies, and the Members who proposed the resolution or made the request have not paid CAMBIA enough money to cover the cost of sending the notice of the proposed Members’ Resolution or a copy of the Members' Statement to Members; or
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 the Members.

Circular Resolutions of Members

Subject to clause 19.3, the Directors may put a resolution to the Members to pass a resolution without a General Meeting being held (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 where the Corporations Law or 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 19.5 or clause 19.6.

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 copy.

CAMBIA 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 Meeting

Each Member has one vote at General Meetings.

A Member or the chairperson may only challenge a person’s right to vote at a General Meeting at that meeting.

If a challenge is made under clause 20.2, the chairperson must decide whether or not the person may vote. The chairperson’s decision is final.

Voting must be conducted and decided by:

a show of hands;
a vote in writing; or
another method chosen by the chairperson that is fair and reasonable in the circumstances.

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.

A vote in writing may be demanded on any resolution instead of or after a vote by a show of hands by:

at least five Members Present;
Members 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); or
the chairperson.

A vote in writing must be taken when and how the chairperson directs, unless clause 20.10 applies.

A vote in writing must be held immediately if it is demanded under clause 20.8:

for the election of a chairperson under clause 16.2; or
to decide whether to adjourn the meeting.

A demand for a vote in writing may be withdrawn.

Appointment of a 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 Member.

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 clause 20.8.

An appointment of proxy (Proxy Form) must be signed by the Member appointing the proxy and must contain:

the Member’s name and address;
CAMBIA’s name;
the proxy’s name or the name of the office held by the proxy; and
the meeting(s) at which the appointment may be used.

A proxy appointment may be standing (ongoing).

Proxy Forms must be received by CAMBIA at the address stated in the notice under clause 12.5(d) or at CAMBIA’s registered address at least 48 hours before a meeting.

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 CAMBIA 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:

dies;
is mentally incapacitated;
revokes the proxy’s appointment; or
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 hands).

When a vote in writing is held, a proxy:

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.

Board of Directors – Composition of the Board

There will be a Board of Directors of CAMBIA known as the Board, which will consist of the Executive Officer and the Directors.

The Executive Officer and the Directors may or may not be a Member.

The number of Directors will be limited to a minimum of three (3) and a maximum of ten (10) at any one (1) time.

From among their own number, the Board will elect and appoint a chairperson of the Board.

Board of Directors – Appointment of Directors

Subject to the relevant law, the Company may at any time by resolution passed in General Meeting:

appoint any person as a director; or
remove any director from office.

Subject to the relevant law, the Directors may at any time appoint any person as a director.

Powers of the Board

The business of CAMBIA is vested in the Board, who may exercise all powers of CAMBIA that this Constitution and the Corporations Law do not require to be exercised by the Members in General Meeting.

Proceedings of the Board – Directors' meetings

On the request of two (2) Directors, or the Executive Officer, or the chairperson of the Board, the Secretary must convene a meeting of the Board.

Written notice for a Directors’ meeting should be provided at least 48 hours prior to the meeting. A Director who is not in Australia is entitled to notice of a meeting of the Board.

The Board may meet for the dispatch of business, adjourn and otherwise regulate their meetings and proceedings as they think fit.

The Directors need not all be physically present in the same place for a Directors' meeting to be held, provided that:

all the Directors wanting to take part in the meeting are linked by telephone or other means of instantaneous communication for the purposes of the meeting; and
at the commencement of the meeting each Director acknowledges the telephonic presence of a Director and the Director linked by telephone acknowledges that he or she is able to hear each of the other Directors taking part.

A Director is deemed to be present and form part of the quorum throughout the meeting unless the Director has obtained the consent of the chairperson of the meeting to leave the meeting.

At a meeting of Directors, the number of Directors whose presence is necessary to constitute a quorum is 3 Directors entitled to vote.

The Board must meet at least once annually, not less than twenty-one (21) days before the date of the Annual General Meeting, for the purposes of considering and approving the audited accounts, preparing the Directors’report to the Members, and for nominating Directors in accordance with clause 23, including replacements for those who are due to retire at the next Annual General Meeting.

Directors may act notwithstanding a vacancy in their number but, if and so long as their number is reduced below the minimum, the Directors may act only for the purpose of filling vacancies to the extent necessary to bring their number up to that minimum.

Proceedings of Directors – Decision of questions

Questions arising at a meeting of the Board will be decided by a majority of votes of those present and eligible to vote on a matter.

In the event of an equality of votes, the chairperson has a casting vote in addition to any vote to which the chairperson is entitled to as Director or proxy of a Director.

Proceedings of Directors — Directors' committees

Subject to the Corporations Law, the Directors may delegate any of their powers to a committee or committees. The Directors may at any time revoke any delegation of power to a committee.

At least one (1) member of each committee must be a Director.

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.

Meetings and proceedings of a committee are governed by the provisions of this Constitution as to the meetings and proceedings of the Board so far as they are applicable and are not inconsistent with any directions of the Directors.

Proceedings of Directors – Resolutions without meeting

A resolution in writing signed by all the Directors who are eligible to vote, is as valid and effectual as if it had been passed at a meeting of the Directors held on the day on which the resolution was last signed by a Director.

The written resolution may consist of two (2) or more identical documents, each of which is signed by one or more of the Directors.

Proceedings of Directors – Appointment of a proxy

A Director is entitled to appoint another Director as proxy to attend in the Director’s place at a Director's meeting. The proxy has the same rights as the Director to speak and vote at the meeting. Such appointment must be in writing under the hand of the Director.

Alternate Directors

A Director (the “Appointing Director”) (other than an Alternate) may appoint a person who is approved by the Board (without the vote of the Appointing Director) to act as an Alternate (“Alternate”) for a specified period or each time the Appoint or appointing a Director is unable to attend a Board meeting or act as a Director.

If the Appointing Director requests the Company to give the Alternate notice of the Board meetings, the Company must do so but only if it receives such a request.

An Alternate:-

may attend and vote in place of the Appointing Director at a Board meeting at which the Appointing Director is not present;
if also a Director, have a separate right to vote as Alternate;
if the Alternate is the Alternate for more than one Appointing Director, the Alternate has a separate right to vote in place of each Appointing Director;
when acting as Alternate, an officer of the Company is entitled to exercise all the powers and rights of the Appointing Director as a Director; and
entitled to the payments as set out in Clause 4.

The Appointing Director may at any time revoke the appointment of a person as Alternate whether or not that appointment is for a specified period. Any appointment of an Alternate immediately ceases if:

the Appointing Director ceases to be a Director; or
an event occurs which would cause the Alternate to cease to be a Director pursuant to Clause 32 if the Alternate were a Director.

The Appointing Director must appoint and revoke the appointment of any Alternate in writing. Any appointment or revocation is not effective until a copy of the relevant document is provided to the company.

Proceedings of Directors – Validity of acts of Directors

All acts of the Board, a Board committee, a person acting as a Director, or a person acting as a member of a committee are valid notwithstanding that it is afterwards discovered that there was some defect in the appointment, election or qualification of them or any of them or that they or any of them were disqualified or had vacated office.

Proceedings of Directors – Directors’ interests

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

must not vote on the matter or be present while the matter is being considered at the Directors' meeting; and
will not be counted in a quorum in relation to that matter, if to do so would be contrary to the corporations law.

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.

Proceedings of Directors – Minutes and registers

The Directors must cause minutes to be made of:

the names of all present at all Directors' meetings and meetings of Directors' committees;
all proceedings of Directors' and Directors' committees meetings;
all nominations of Directors;
all orders made by the Directors and Directors' committees; and
all disclosures of interests made pursuant to clause 28.

Draft minutes are to be provided to all Directors present at the meeting within 7 (seven) days of the meeting, who then have 7 (seven) days to provide the Secretary with any corrections. The Secretary then presents the minutes to the chairperson for formal approval.

Minutes must be signed by the chairperson of the meeting.

Approved minutes are then distributed to all Board members. The Director who is designated liaison to the Members will make a report of the meeting to the Members, which may include a copy of the minutes if so approved by the Directors.

The Company must keep all registers required by this Constitution and the Corporations Law.

Secretary

There must be at least one (1) secretary of the Company appointed by the Directors for a term with remuneration and conditions determined by the Directors.

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

Inspection of Records

Subject to the Corporations Law, this Constitution, and any resolution of CAMBIA in General Meeting, the Directors may determine whether and to what extent, at what times and places, and under what conditions the financial records and other documents of CAMBIA will be open to inspection by the Members other than Directors and other persons.

Audit and Accounts

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.

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

Winding Up

If the Company is wound up, the Members must undertake to contribute to CAMBIA’s property for an amount that need not exceed $10 (10 dollars).

If any surplus remains following the winding up of CAMBIA, the surplus may not be paid to or distributed to the Members of CAMBIA, but must be given or transferred to some other institution or institutions, which by its constitution:

has objects similar to the objects of CAMBIA;
prohibits the distribution of its income and property among its members;
the institution or institutions to be determined by the Members of CAMBIA at or before the time of dissolution or, failing such a determination, by a judge who has or acquires jurisdiction in the matter.

Indemnity and Insurance

CAMBIA may indemnify every Director and Officer of CAMBIA to the extent permitted by law.