Memorandum
and Articles of Association
Proceedings
of the Committee
The Committee may meet together for the despatch of business, adjourn
and otherwise regulate its meetings as it thinks fit. A member of
the Committee may at any time and the Secretary shall on the requisition
of a member of the Committee summon a meeting of the Committee.
Subject to
these Articles questions arising at any meeting of the Committee
shall be decided by a majority of votes and a determination by a
majority of the members of the Committee shall for all purposes
be deemed a determination of the Committee. In case of any equality
of votes the Chairman of the meeting shall have a second or casting
vote.
Subject to Article
42(i) a member of the Committee shall not vote in respect of any
contract or proposed contract with the Association in which he or
she is interested, or any matter arising thereout, and if he or
she does so vote his or her vote shall not be counted.
The quorum
necessary for the transaction of the business of the Committee as
provided in Articles 36 and 37 or such greater number as may be
fixed by the Committee.
The continuing
members of the Committee may act notwithstanding any vacancy in
the Committee, but if and so long as their number is reduced below
the number fixed by or pursuant to these Articles as the necessary
quorum of the Committee, the continuing member or members may act
for the purpose of increasing the number of members of the Committee
to that number or of summoning a general meeting of the Association,
but for no other purposes.
The President
shall preside as Chairman at every meeting of the Committee, or
if there is not President, or if at any meeting he or she is not
present within ten (10) minutes after the time appointed for holding
the meeting, the Vice-President shall be Chairman of if the Vice-President
is not present at the meeting then the members may choose one of
their number to be Chairman of the meeting.
The Committee
may delegate any of its powers and/or functions (not being imposed
on the Committee as the director of the Company by the Code or the
general law) to one or more sub-committees consisting of such member
or members of the Association as the Committee thinks fit. Any sub-committee
so formed shall conform to any regulation that may be imposed by
the Committee and subject thereto shall have power to co-opt any
member or members of the Association and all member of such sub-committee
shall have one vote.
The Committee
may appoint one or more advisory boards consisting of such member
or members of the Committee as the Committee thinks fit. Such advisory
boards shall act in an advisory capacity only. They shall conform
to any regulations that may be imposed by the Committee and subject
thereto shall have power to co-opt any member or members of the
Association and all members of such advisory board shall have one
vote.
A sub-committee
may meet and adjourn as it thinks proper. Questions arising at any
meeting shall be determined by a majority of votes of the members
present, and in the case of an equality of votes the Chairman shall
have a second or casting vote.
All acts done
by any meeting of the Committee or of a sub-committee or by any
person acting as a member of the Committee shall, notwithstanding
that it is afterwards discovered that there was some defect in the
appointment of any such member of the Committee or person acting
as aforesaid, or that the members of the Committee or any of them
were disqualified, be as valid as if every such person had been
duly appointed and was qualified to be a member of the Committee.
A resolution
in writing signed by all the members of the Committee in Australia
for the time being entitled to receive notice of a meeting of the
Committee, shall be as valid and effectual as if it had been passed
at a meeting of the Committee duly convened and held. Any such resolution
may consist of several documents in like form, each signed by one
or more members of the Committee.
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