A Public Company Limited by Guarantee
WORLD WILDLIFE SANCTUARIES LIMITED
(ACN 163 370 134)
1. Company Name. The name of the company is “World Wildlife Sanctuaries Limited” (hereinafter called “the Company”).
2. Company Type and Purpose. The Company:
(a) is a public company limited by guarantee;
(b) will operate for the promotion, development and attainment of its objects;
(c) will apply its profits (if any) or other income to promoting its objects; and
(d) is not carried on for the purpose of profit or gain for its Members.
3. Replaceable Rules. The Replaceable Rules provided for under the Act do not apply to the Company..
4. Definitions and Interpretation.
4.1 Definitions. In these Rules, unless the context otherwise requires:
(a) “Act” means the Corporations Act, 2001.
(b) “Adult Member” means a Member referred to in Rule 16.
(c) “Annual General Meeting” means an Annual General Meeting of the Company referred to in Rule 37.1.
(d) “Life Member” means a Member referred to in Rule 20.
(e) “Branch” means a Branch of the Company referred to in Rule 43.
(f) “By-law” means any By-law properly made by the Committee as provided in Rule 48.
(g) “Constitution” means this Constitution and includes any amendments made thereto from time to time in accordance with Rule 53.
(h) “Department” means the Department of Sustainability, Environment, Water, Population and Communities or equivalent department responsible for maintaining the Register of Environmental Organisations.
(i) “Current Voting Member” means a Voting Member whose Membership Fees are fully paid for the current Membership Year.
(j) “Financial Year” means a period of 12 months commencing on the first day of July in each year and ending on the last day of June in the next year immediately following the year in which it commenced.
(k) “Fund” means the World Wildlife Sanctuaries Public Fund referred to in Rule 5(f).
(l) “Guidelines” mean the Guidelines to the Register of Environmental Organisations” as issued from time to time by the Department.
(m) “Founding Member” means a Member referred to in Rule 15.
(n) “General Meeting” includes a reference to an Annual General Meeting and a Special General Meeting.
(o) “Junior Member” means a Member referred to in Rule 18.
(p) “Member” includes a reference to a Member of any class of Membership referred to in Rule 13.
(q) “Membership” includes all classes of Member.
(r) “Membership Year” has the same duration and commences and ends on the same days as a Financial Year.
(s) “Minister” means the Minister for Environment or equivalent Minister responsible for maintaining the Register of Environmental Organisations.
(t) “National Committee” means the National Committee referred to in Rule 31.
(u) “National Committee Meeting” means a National Committee Meeting referred to in Rule 32.
(v) “National Committee Member” includes the National President, the National Secretary, the National Treasurer and an Ordinary Committee Member.
(w) “National President” means the National President of the current National Committee.
(x) “National Secretary” means the National Secretary of the current National Committee.
(y) “National Treasurer” means the National Treasurer of the current National Committee.
(z) “Patron” means the Member referred to in Rule 21.
(aa) ”Register of Environmental Organisations” means the register containing the list of organizations maintained by the Department that meet the legislative requirements of the Income Tax Assessment Act that entitles those organizations to deductible gift status.
(bb) “Register of Members” means the Register of Members referred to in Rule 29.
(cc) “Special General Meeting” means a Special General Meeting referred to in Rule 37.2.
(dd) “Special Resolution”” means a resolution passed by not less than seventy five percent (75%) of the persons present and entitled to vote at the meeting.
(ee) “Replaceable Rules” has the same meaning as Replaceable Rules in the Act.
(ff) “Representative” mean a representative referred to in Rule 22.
(gg) “Rules” mean the rules or provisions of the Constitution.
(hh) “Voting Members” mean the Voting Members referred to in Rule 24.1.
(ii) “Website” means such website as the National Committee adopts as the official website of the Company from time to time and until another website is adopted the official website shall be http//wws.io“
4.2 Interpretation. In these Rules, unless the context otherwise requires:
(a) Words in the singular include the plural and vice versa.
(b) Words importing a gender include each other gender.
(c) Where any word or phrase is defined, any other part of speech or other grammatical form of the word or phrase has a cognate meaning.
(d) A reference to any Rule or Sub-Rule is a reference to a Rule or Sub-Rule of this Constitution.
(e) Headings and sub-headings are for guidance only and do not affect the construction of any Rule or Sub-Rule.
(f) An expression referring to writing shall be construed as including references to printing, lithography, photography, email transmissions, facsimile transmissions, printed words appearing on any website and other modes of representing or reproducing words in a visible form.
(g) An expression used in a particular Part or Division of the Act that is given a special meaning by that Part or Division for the purposes of that Part or Division has, in any Rule that deals with a matter by that Part or Division, the same meaning as in that Part or Division.
(h) A reference to any statute or regulation includes any amendment, consolidation, modification or re-enactment of it and any statute, or regulation replacing it.
5. Objects. The objects of the Company are:
(a) To conserve, propagate, protect and care for endangered and other wildlife and all forms of natural fauna and flora;
(b) To provide sanctuaries and other safe havens for the conservation, propagation, protection and care of endangered and other wildlife and all forms of natural fauna and flora indigenous to the location;
(c) To acquire:
(i) the freehold title of;
(ii) the leasehold title of; and/or
(iii) the license or other right to use;
any privately owned or government owned land or marine or other water areas for any purpose specified in Sub-Rule 5 (b).;
(d) To create, participate in, organize and engage in campaigns, events and other activities to create public awareness of the plight of endangered, threatened or vulnerable species of wildlife or other fauna or flora or any one of them including, without limitation, the loss of their natural habitat and any other factors, created by humans, which contribute to or are thought to contribute to their loss;
(e) To create, participate in, organize and engage in campaigns, events and other activities to raise funds for the purpose of achieving all or any one or more of the objects specified in this Rule 5;
(f) To create, participate in, organize and engage in educational programs relating to the conservation, propagation, protection and care of wild life and natural fauna and flora and in furtherance thereof to organize seminars, conferences, meetings, lectures and talks;
(g) To create facilities for the use of Members and third parties on portion of land from time to time acquired under Sub-Rule 5 (c);
(h) To assist and work with other reputable organisations to help endangered, threatened or vulnerable species of wildlife or other fauna or flora in any country or countries in the World and, in that respect, to do all such acts and things and undertake all such activities as are provided for in this Rule to the extent that such objects may be applied in the any such country, either solely or in conjunction with another charitable or not-for-profit entity;
(i) To plant trees and to offset carbon emissions and to create habitat for endangered and other wildlife, whether such land has been acquired by the Company or not;
(j) To acquire such marine rights over ocean or other areas of water for the purpose of helping to conserve all types of habitat including, without limitation, any rights over areas of the ocean, for the purpose of conserving ;
(k) To establish and maintain a public fund to be call the World Wildlife Sanctuaries Public Fund, for the specific purpose of supporting the environmental objects of the Company. The Fund is established to receive all gifts of money or property for this purpose and any money received because of such gifts must be credited to its bank account. The Fund must not receive any other money or property into its account and it must comply with subdivision 30-E of the Income Tax Assessment Act 1997; and
(l) To do all such things as are similar, incidental or conducive to the attainment of the objects set out in this Rule 5.
6. Powers. The Company has the legal capacity of an individual with all such consequential powers as are conferred by Section 124 of the Act provided that the Company shall use such powers solely to achieve the objects set out in Rule 5 and not otherwise and in doing so, the Company shall have the power to do everything that is reasonably necessary, incidental and/or conducive to attaining such objects.
7. Separate Objects and Powers. It is declared that in interpreting any of the Company’s objects or powers set forth in the Constitution, the meaning thereof shall not be restricted by reference to any other object or power or by the juxtaposition of two or more objects or powers.
8. Limited Liability. The liability of Members is limited as provided in Rule 9.
9. Limited Liability of Members. Every Member of the Company undertakes to contribute to the property of the Company in the event of the same being wound up during the time that he is a Member or within one year afterwards for payment of the debts and liabilities of the Company contracted before the time when he ceased to be a Member and of the costs charges and expenses of winding up the same and for the adjustment of the rights of the contributors amongst themselves, such amount as may be required not exceeding the sum of Ten Dollars ($10).
10. Income and Property. The income and property of the Company must be applied solely towards the promotion of the Company’s objects in Rule 5 and no part thereof shall be paid or transferred directly or indirectly by way of dividend or bonus or profit or otherwise to the Members provided that nothing herein shall prevent the payment in good faith of reasonable and proper remuneration to any officer, servant or independent contractor of the Company or to any Member or other person in return for any service actually rendered to the Company nor for goods supplied in the ordinary and usual course of business nor prevent the payment of interest at a rate not exceeding the rate charged by bankers in Brisbane on overdraft accounts on money borrowed from any Member or reasonable and proper rent for premises demised or let by any Member.
11. Surplus Property on Winding Up. If, upon the winding up or dissolution of the Company, there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the Members, but shall be given or transferred to some other institution or institutions having objects similar to the objects of the Company and which shall prohibit the distribution of its or their income and property amongst its or their members to an extent at least as great as is imposed on the Company under or by virtue of the provisions of this Constitution, such institution or institutions to be determined by the Members at or before the time of dissolution, AND in default thereof, by such Judge of the Supreme Court of the State of Queensland as may have or acquire jurisdiction in regard to charitable funds and if and so far as effect cannot be given to the aforesaid provisions, then to some charitable or public institution.
12. Public Fund. The following Sub-Rules must apply to the Fund:
(a) Objective of the Fund. The objective of the Fund established pursuant to Sub-Rule 5 (k) shall be to support the Company’s environmental purposes.
(b) Invitation to Public. Members of the public shall be invited to make gifts of money or property to the fund for the environmental objects of the Company.
(c) Deposits to the Fund. Money from interest on donations, income derived from donated property, and money from the realization of such property shall be deposited into the Fund.”
(d) Separate Bank Account. A separate bank account shall be opened to deposit money donated to the Fund, including interest accruing thereon, and gifts to it are to be kept separate from other funds of the Company.
(e) Receipts. Receipts shall be issued in the name of the Fund and proper accounting records and procedures are to be kept and used for the Fund,
(f) Not-for-Profit. The Fund must be operated on a not-for-profit basis.
(g) Committee of Management. A committee of management of no fewer than three persons will administer the Fund in accordance with the Guidelines. The Company must appoint the committee of management and such appointment must be made in accordance with the Guidelines. A majority of the members of the committee must be “responsible persons” (as defined by the Guidelines).
(h) Ministerial Rules. The Company undertakes and agrees to:
(i) comply with any rules that the Treasurer and the Minister may make to ensure that gifts made to the Fund are only used for its principal purpose; and
(ii) inform the Department as soon as possible if:
(a) it changes its name or the name of the Fund; or
(b) there is any change to the membership of the management committee of the Fund; or
(c) there has been any departure from the model rules for public funds located in the Guidelines.
(i) Statistical Information. The Company must provide the following information to the Department:
(a) all statistical information requested by the Department on donations to the Fund must be provided within four months of the end of the Financial Year; and
(b) an audited financial statement for the Company and the Fund must be supplied with the annual statistical return; and
(c) the statement must provide information on the expenditure of the Fund’s monies and the management of the Fund’s assets.
(j) Conduit policy. Any allocation of funds or property to other persons or organizations will be made in accordance with the established objects of the Company and will not be influenced by the preference of the donor.
(k) Winding Up. In the case of the winding up of the Fund, any surplus assets are to be transferred to another fund with similar objects that is on the Register of Environmental Organisations.
13. Classes of Membership. Membership of the Company shall comprise the following classes of Membership:
(a) Founding Members;
(b) Adult Members;
(c() Corporate Members;
(e) Junior Members;
(f) Honorary Members
(g) Life Members; and
14. Number of Members. The total number of Members and the total number of Members in each Membership Class is unlimited except that there shall only be one (1) Patron at any one time.
15. Founding Members. The Founding Members are the first ten (10) Members including the seven (7) subscribers to this Constitution and the three (3) admitted as Founding Members by the First Committee. A Founding Member shall have all the rights and privileges conferred on an Adult Member by the Constitution and any By-Law from time to time but shall not be obliged, to pay any Membership Fees payable at any time by an Adult Member.
16. Adult Member. An Adult Member must be a natural person who has attained the age of 18 years and is a person whose name appears in the Register of Members as holding current Membership as an Adult Member.
17. Corporate Member. A Corporate Member must be a duly registered corporation, a duly registered incorporated association, an unincorporated association which applies for Membership under the name of the unincorporated association, an owner or owners of a duly registered business name who apply for and are given Membership under the business name or any other class of entity or group approved by the National Committee from time to time and is an entity whose name appears in the Register of Members as holding current Membership as a Corporate Member. In this Rule 17, “registered” means registered under the law of the principal place in which it operates or carries on business.
18. Junior Member. A Junior Member must be a natural person who has not yet attained the age of 18 years, who has applied for Membership with the written consent of a parent or legal guardian and is a person whose name appears in the Register of Members as holding current Membership as a Junior Member.
19. Honorary Member. An Honorary Member means any person who has attained the age of eighteen (18) years or any corporation that has been admitted as an Honorary Member by the National Committee upon criteria approved by the National Committee from time to time provided that the term of such approval shall not exceed a period of two (2) calendar years. Nothing in this Rule shall prevent the National Committee from re-appointing the person or entity as an Honorary Member upon the expiration of any term of Honorary Membership or at any other time.
20. Life Member. A Life Member must be a Founding Member, an Adult Member, a Junior Member or a Representative who, in the opinion of the National Committee, has rendered exceptional meritorious service to the Company and on that basis has been recommended by the National Committee for appointment as a Life Member by Members in General Meeting and has been duly appointed by those Members in General Meeting and is a person whose name appears in the Register of Members as holding current Membership as a Life Member. A recommendation for the appointment of the Life Member shall not be made to Members by the National Committee unless a Special Resolution in favour of such recommendation is passed at a Committee Meeting convened for such purpose and the appointment of such recommended person as a Life Member shall not be validly made unless by Special Resolution in favour of such appointment duly passed by the Members in General Meeting.
21. Patron. The Patron must be a natural person who has attained the age of 18 years and in the opinion of the National Committee, is a person suitable to hold office as Patron and who has been recommended by the National Committee for appointment as Patron by Members in General Meeting and has been duly appointed by those Members in General Meeting and is a person whose name appears in the Register of Members as being the current Patron. A recommendation for the appointment of the Patron shall not be made to Members by the National Committee unless a Special Resolution is passed in favour of such recommendation at a Committee Meeting convened for such purpose and the appointment of such recommended person as the Patron shall not be validly made unless by Special Resolution in favour of such appointment duly passed by the Members in General Meeting.
22. Representative. Every Corporate Member must appoint a natural person who has attained the age of eighteen (18) years to be its Representative and may revoke such appointment at any time and from time to time. Such appointment or revocation must be in writing. If a Representative’s appointment is revoked or if a Representative resigns from such position, the Member must, as soon as reasonably practical, appoint another eligible person as its Representative. An eligible person nominated on the Membership Application Form as being the Representative shall be the Representative of that applicant immediately upon that applicant becoming a Corporate Member. Subject to these Rules, a Representative is entitled to exercise and enjoy all the rights and privileges of the Member that appointed him (except for the right to appoint or revoke the appointment of a Representative) and is also entitled to be elected or appointed as a National Committee Member. When a Representative who is a National Committee Member ceases to be a Representative of a Corporate Member, the position held by him on the National Committee shall immediately become vacant.
23. Admission to Membership.
23.1 Membership Application. An applicant who wishes to apply for Membership must either:
(a) Make application in writing by duly completing, dating and signing the appropriate Membership Application Form and forwarding or giving same to the National Secretary together with the payment of the Annual Membership Fee payable (if any) in respect to the Membership Class being applied for; or
(b) Make application and pay the Annual Membership Fee (if any) as provided for on the Website.
23.2 Admission to Membership. Upon receipt by the National Secretary of the appropriate Membership Fee (if any) in cash or cleared funds and a duly completed Membership Application Form from an applicant, the applicant will be deemed to be admitted as a Member in the Membership Class applied for. Subject to its rights herein contained, every such admission of Membership must be ratified by the National Committee as soon as convenient at a subsequent National Committee Meeting provided that if, for any reason, in its sole discretion, the National Committee shall decide not to ratify such Membership, the Membership shall thereafter be deemed to have lapsed and shall be of no further effect. The National Secretary must, as soon as convenient thereafter, remove the name and details of the Member from the Register and notify the said person or corporation by email or otherwise in writing of such decision. The National Secretary is not obliged to provide reasons for such decision and the person or corporation affected by the decision shall not be entitled to appeal against such decision.
24. Members’ Rights and Entitlements.
24.1 Voting Members. Subject to any Rule that may prevent a Member from voting, the Voting Members of the Company shall be the Founding Members, Adult Members, Corporate Members, and Honorary Members who have attained the age of 18 years and Life Members who have attained the age of 18 years and whose Membership Fees (if any) are fully paid at the time that they vote or seek to vote on any matter requiring the vote of Members entitled to vote. A Junior Member shall not be a Voting Member.
24.2 Other Rights. Voting Members shall receive a Notice of Meeting for all General Meetings as provided by the Constitution and are entitled to vote at the General Meeting and may attend and participate, as appropriate, in discussions on all matters raised at such meetings and, subject to the provisions of the Constitution, to vote in person or by proxy on all resolutions or matters at such meetings. All Members other than Voting Members may attend and participate as appropriate, in discussions on all matters raised at such meetings, except that they shall not be entitled to vote at such meetings.
24.3 Right to Hold Office. Only a Voting Member or the Representative of a Corporate Member entitled to vote shall be entitled to be elected or appointed to any office or position on the National Committee.
24.4 Rights and Privileges accorded by By-Laws. In addition to any other rights and privileges accorded to Members by the Rules, Members shall have such rights and privileges as may be accorded to them from time to time under one or more By-Laws.
25. Non-Transferable Membership Rights. A Member shall not be entitled to transfer his Membership to a third party whether by operation of law or otherwise and all rights and privileges of Membership shall cease upon the person or other legal entity entitled to such Membership, ceasing to be a Member for whatever reason.
26. Cessation of Membership. A Member shall forthwith cease to be a Member immediately upon the occurrence of any one of the following events:
(a) When the Member dies or gives written notice of resignation to the National Secretary;
(b) When the National Committee terminates his Membership pursuant to Rules 27 and in the case of an appeal by the Member, Rule 28; or
(c) When the Member’s Annual Membership Fee remains unpaid in full or in part within such time as the National Committee may from time to time determine. .
27. Termination of Membership by the National Committee.
27.1 Termination. Subject to Rule 27.2, the National Committee may terminate a Membership if the National Committee considers that the Member’s conduct, whether on one or more occasions, has been or is likely to be injurious or prejudicial to the character or interests of the Company.
27.2 Prior to Termination. Before the National Committee terminates a Membership, the National Committee must give the Member a full and fair opportunity to show why the Membership should not be terminated.
27.3 Notification of Decision. If, after considering all representations made by the Member, the National Committee decides to terminate the Membership, the National Secretary or a National Committee Member must give the member a written notice of the decision.
27.4 No Exercise of the Member’s Rights. From the date that a Membership is terminated by the National Committee all rights ordinarily exercisable by the Member, who held such Membership, shall cease to be exercised by the Member and shall not be exercised by the Member in the future unless the appeal is decided in favour of the Member.
28. Appeal against Termination of Membership.
28.1 Notice of Intention to Appeal. A person whose Membership has been terminated may appeal against the National Committee’s decision as follows:
(a) By giving the National Secretary written notice of an intention to appeal within thirty (30) days after receiving written notice of the National Committee’s decision.
(b) If the National Secretary receives such written notice of intention to appeal within the time specified in Sub-Rule 28.1(a), the National Secretary must call a Special General Meeting to decide the appeal and shall use best endeavours to send the Notice of Special General Meeting to Members within thirty (30) days of the date of receipt of the said notice of intention to appeal.
28.2 Special General Meeting to Decide Appeal. The following provisions shall apply to a Special General Meeting called to decide an appeal against the National Committee’s decision to terminate a Membership:
(a) The National Secretary shall use best endeavours to avoid undue delay in holding the Special General Meeting;
(b) At the said Meeting, the appellant must be given a full and fair opportunity to show why the appeal should not be rejected or the Membership should not be terminated;
(c) At the Meeting, the Committee Members who terminated the Membership must be given a full and fair opportunity to show why the appeal should be rejected or the Membership should be terminated; and
(d) An appeal must be decided by a majority vote of the Members present in person or by proxy and who are eligible to vote at the said Meeting.
29. Register of Members. The National Secretary shall keep a Register of Members and, subject to the law, the said Register will record such particulars as the National Committee may from time to time prescribe. The information contained in the Membership Application Form and the address and/or email address so entered shall be deemed to be the Member’s address for the purpose of all notices or other communications sent by or on behalf of the Company to the Member. Every Member must promptly give written notice to the National Secretary of any change in address, email address or other details. Upon receipt thereof the details in respect to the Member in the said Register shall be altered to reflect the information contained in the written notice and shall be deemed to be correct for purposes of sending any notice to the Member.
30. Annual Membership Fee.
30.1 Annual Membership Fee. The Annual Membership Fee payable by an Adult Member, a Corporate Member and a Junior Member shall be such amounts as may be prescribed from time to time by the National Committee or the Members in General Meeting and until so prescribed for a Class of Membership, there shall be no Annual Membership Fee or portion thereof payable by any applicant for any such Class of Membership or by an Member holding Membership in any such Class. No Annual Membership Fee shall be payable by a Founding Member, an Honorary Member, a Life Member and/or the Patron. The National Committee may, in its discretion, waive the payment of a first or subsequent year’s Membership Fee from time to time.
30.2 Time When Annual Membership Fee Payable. The Annual Membership Fee payable by each Member shall be paid at the following times:
(a) The first Annual Membership Fee shall be paid at the time that the Membership Application Form is submitted and shall be the full Annual Membership Fee appropriate to the Membership Class applied for.
(b) Thereafter, subject to Sub-Rule 30.2 (c), the Annual Membership Fee shall be paid on or before the first day of April in each year.
(c) The Annual Membership Fee payable by the Member for the second Membership Year shall be paid on 1 April immediately following the date that the Membership commenced and shall be proportionally reduced on the basis that the Member paid the full Membership Fee for the first Membership Year but did not receive the benefits of Membership for the duration of a full year.
(d) When during a Membership Year, a Junior Member attains the age of eighteen (18) years and is placed on the Members’ Register as an Adult Member, no additional Annual Membership Fee shall be payable by the Member for being an Adult Member for the remaining part of such Membership Year.
30.3 No Fee Refunds. A Member, who terminates his Membership during any Membership Year ar has his Membership terminated, shall not be entitled to a refund of his Membership Fee or any part thereof.
31. The National Committee
31.1 The National Committee. There shall be a Board of Directors of the Company that shall be known as “the National Committee”.
31.2 First Committee. The first National Committee shall comprise those persons named as directors in the application for registration of the Company under the Act and they shall hold office until the Company’s first Annual General Meeting.
31.3 Subsequent Committees. All subsequent National Committees shall comprise the duly elected or appointed National President, National Secretary, National Treasurer and one (1) Ordinary National Committee Member or such other number of Ordinary National Committee Members as the National Committee may determine from time to time. There must be a minimum of three (3) directors on the National Committee and, subject thereto, nothing shall prevent a director from simultaneously holding two (2) positions on the National Committee.
31.4 Eligibility. In order to be eligible to be elected or appointed to the National Committee as a National Committee Member, a person must be a current Voting Member or the Representative of a Corporate Member that is a current Voting Member.
31.5 Vacancy. If a casual vacancy occurs on the National Committee, the remaining National Committee Members may appoint a current Voting Member or the Representative of a current Voting Member to fill the vacancy until the next Annual General Meeting.
31.6 Written Consent. No person shall be validly elected or appointed as a National Committee Member unless such person consents in writing to his election or appointment to the National Committee in the position to which he is elected or appointed.
32. National Committee Meetings. Meetings of the National Committee shall be held as follows:
(a) The National Committee may meet and conduct its proceedings:
(i) as it considers appropriate; and
(ii) in order to facilitate National Committee Meetings, the National Committee may use such technology that reasonably allows the National Committee Members to hear and take part in discussions as they happen and a National Committee Member who participates in a National Committee Meeting as provided by this Sub-Rule, shall be taken to be present at that National Committee Meeting.
(b) The National Committee must meet at least once every four (4) months to exercise its functions.
(c) The National Committee must decide how a National Committee Meeting is to be called.
(d) Notice of a National Committee Meeting is to be given in the way decided by the National Committee.
(e) Subject to the provisions of the Constitution or any By-Law, National Committee Meetings and proceedings of the National Committee are to be regulated by the National Committee Members present at the meeting.
(f) A question arising at a National Committee Meeting is to be decided by a majority vote of the National Committee Members present at the meeting and, if the votes are equal, the person who is the chairperson of that meeting shall, in addition to his deliberative vote, have a second casting vote to decide the question.
(g) A National Committee Member must not vote on a question about a contract or proposed contract with the Company if such contract or proposed contract is one in respect of which the National Committee Member is required to make disclosure under Rule 35.2.
(h) In meetings of the first National Committee, two (2) National Committee Members shall constitute a quorum and in all subsequent National Committees Meetings, three (3) Committee Members shall constitute a quorum.
(i) The National Committee may at any time, and the National Secretary, upon the request of the National President or of any Two (2) National Committee Members, must convene a National Committee Meeting.
(j) A National Committee Meeting or any adjournment thereof at which a quorum is present or participating shall be competent to exercise any of the authorities, powers and discretions for the time being vested in or exercisable by the National Committee.
(k) If the number of National Committee Members is reduced below the minimum number required for a quorum, the remaining National Committee Members may appoint other Voting Members as National Committee Members as shall be necessary to constitute a quorum for the purpose of calling a General Meeting at which to elect a full National Committee. Those remaining National Committee Members shall continue to be National Committee Members but those National Committee Members appointed for the purpose of constituting a quorum shall resign immediately prior to the General Meeting and are eligible for election to the National Committee.
(l) All acts done at any National Committee Meeting by the National Committee or by any person acting as a National Committee Member, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any National Committee Member or that National Committee Member was disqualified or voted on a matter despite being prohibited from voting under any Rule, shall be as valid as if every such person had been duly appointed or was duly qualified or entitled to vote (as the case may be).
33. General Powers of the National Committee. The National Committee shall, in addition to any other powers granted to it under the Constitution, have the following general powers:
(a) To manage and control of the business and affairs of the Company.
(b) To exercise all powers and do all things as are within the power of the Company to exercise or do and which are not required by the Constitution or any law to be exercised or done by Voting Members in General Meeting.
(c) To vest in the National President, the National Secretary or the National Treasurer and any Ordinary Member of the National Committee or any Founding Member such separate powers, duties and authorities as it may from time to time determine and such persons shall respectively exercise all such powers and authorities subject at all times to the control of the National Committee.
(d) To engage such independent contractors or employees as it may decide and may regulate their duties and fix their remuneration, their term of engagement, and conditions of engagement and agree to pay fees, expenses and other benefits to persons so engaged and to reimburse the reasonable expenses of those who are providing services on a volunteer or honorary basis.
34. Resolutions in Writing by the National Committee. A resolution in writing of which notice has been given to all National Committee Members and which in the case of an ordinary resolution is signed by more than Fifty per cent of the National Committee Members entitled to vote on the resolution or in the case of a special resolution is signed by at least Seventy Five per cent (75%) of the National Committee Members entitled to vote on the resolution is as valid and effectual as if it had been passed at a National Committee Meeting duly called and constituted and may consist of several documents in the same form each signed by one or more of the National Committee Members.
35. Obligation to Disclose in Case of Conflict.
35.1 Disclosure in Cases of Conflict. Subject to the provisions of this Rule 35, the holding of office as the National President, National Secretary, National Treasurer or an Ordinary National Committee Member shall not:
(a) disqualify any such person or any member of such person’s family from holding any office or place of profit in the Company (other than as auditor) or from receiving any financial or other benefit whether directly or indirectly as a result of being associated with or involved in any way with a contractor engaged by the Company or having any interest in a contract in which the Company is a party;
(b) avoid or vitiate any arrangement, contract or dealing entered into by or on behalf of the Company in which such person or any member of such person’s family is in any way interested or may be interested;
(c) render any such person or any member of such person’s family or any corporation in which any such person or family member is an officer or member or is in any way interested or any partnership in which such person or family member is in any way interested or may in any way be interested, liable to account for any profit arising out of the holding of any such office or place of profit or any such arrangement, contract or dealing;
provided that disclosure shall be made in accordance with Rule 35.2.
35.2 Obligation to Disclosure. The nature of the interest of the National President, National Secretary, National Treasurer or an Ordinary National Committee Member or of a family member of such person, as the case may be, must be disclosed by the National Committee Member at the National Committee Meeting at which the arrangement, contract or dealing is determined by the National Committee, if such interest then exists, or, in any other case, at the next National Committee Meeting immediately following the acquisition of such interest.
35.3 Common Seal. In his capacity as a director of the Company any person may affix or attest the affixation of the Common Seal to any instrument or sign or execute any document notwithstanding that such person or a family member of such person has an interest in the subject matter of that instrument or document or any other office or place of profit held by such person or family member which may result in such person being regarded as having a conflict of interest.
35.4 Validity of Acts Done by the Committee. All acts done by the National Committee at a National Committee Meeting, notwithstanding that it is afterwards discovered that there was a failure of any person voting at such meeting to make the disclosure as provided by Rule 35.2, shall be as valid as if such disclosure had been duly made.
36. Chairperson. The National President shall be entitled to chair all National Committee Meetings or General Meetings. If there is no National President or if the National President is not present within ten (10) minutes after the time fixed for a National Committee Meeting or a General Meeting, as the case may be, then in the case of a National Committee Meeting, the National Committee Members present at the meeting and in the case of a General Meeting the Voting Members present at the meeting may choose a National Committee Member, who is present, to preside as chairperson at that meeting. Once a person is so chosen to be the chairperson and takes the chair, that person shall be entitled to chair the whole meeting and any adjournment thereof.
37. General Meetings.
37.1 Annual General Meetings. The Annual General Meetings of the Company shall be held as required by law and, subject thereto, such Meetings shall be held at such times and places as are determined by the National Committee from time to time.
37.2 Special General Meetings. The National Committee may, whenever it deems necessary, convene a Special General Meeting and if, for any reason is required by law or the provisions of this Constitution to hold a Special General Meeting shall convene one.
37.3 General Meetings by Electronic Means. In order to facilitate General Meetings, the National Committee may cause General Meetings to be held by using electronic means such as by telephone conferencing, internet conferencing or such other means as reasonably allows Members to take part in discussions as they happen and a Voting Member who participates in a General Meeting as provided by this Sub-Rule, shall be taken to be present at that General Meeting and shall be counted for purposes of constituting a quorum.
37.4 Requisition. The National Committee shall, on the written requisition given to the National Secretary signed by not less than three (3) Voting Members, call a Special General Meeting to be held as soon as reasonably practicable, but not later than (two) 2 months after the receipt by the National Secretary of the requisition.
37.5 Requisition Content. The requisition for a Special General Meeting shall state the purpose of the meeting and the resolution or resolutions to be voted on at the meeting and shall be in writing and given to the National Secretary in accordance with Rule 49 and may consist of several documents in like form each signed by one or more persons signing the requisition. Any document sent by email in the name of a Voting Member from that Voting Member’s email address shown in the Register of Members shall be deemed to have been duly signed by that Member notwithstanding that his signature does not appear on the requisition.
37.6 Calculation of Duration. Subject to any legal requirement relating to special resolutions and agreements for shorter notice, 21 days notice at least, exclusive of the day on which the notice is served or deemed to be served, but inclusive of the day for which the notice is given, specifying the place, day and time of the Meeting and in the case of special business the general nature of that business, shall be given to Members.
37.7 Compliance. Any requisition referred to in Rule 37.4 shall be deemed to have not been properly made notwithstanding that Rules 37.5 is not duly complied with.
37.8 Resolutions. All resolutions that are required by law or by these Rules to be dealt with as special resolutions shall be so dealt with as a special resolution and all other matters shall be dealt with as ordinary resolutions.
38. Notice of General Meetings.
38.1 Giving Notice. All Notices of General Meeting shall be given to each Member in accordance with Rule 49.
38.2 Notice Content. Every Notice of a General Meeting must specify:
(a) The time, date and place of the meeting;
(b) Where relevant, the time, date and place at which and the manner in which the National Secretary must receive written information including, without limitation, proxy forms and ballots;
(c) All those matters which the National Committee intends to present and upon which the Voting Members are expected to vote;
(d) The general nature of all proposals, if any, upon which Voting Members will be required to vote; and
(e) Such other matters as may be required to be included by law or by the provisions of the Constitution.
38.3 Time for Notice. Unless the law or the Constitution require that at least Twenty One (21) days notice of a Meeting must be given, at least Ten (10) days notice of Meetings shall be given to Members.
39. Proceedings at General Meetings.
39.1 Voting Rights. A Voting Member may attend and vote at any General Meeting in person or by proxy. Except as may be otherwise provided in these Rules, each Voting Member shall be entitled to one (1) vote on each matter submitted to a vote of the Voting Members.
39.2 Quorum. No business shall be transacted at any General Meeting unless a quorum of Voting Members is present in person or by proxy. The quorum for a General Meeting when it proceeds to business is not less than Five (5) Voting Members.
39.3 Adjournments. The chairperson may with the consent of any General Meeting at which a quorum is present, and shall if so directed by the General Meeting, adjourn the General Meeting from time to time and from place to place, but no business shall be transacted at any adjourned General Meeting other than business left unfinished at the General Meeting from which the adjournment took place. When a General Meeting is adjourned for 10 days or more, notice of the adjourned General Meeting shall be given as in the case of an original General Meeting, but in that case, it shall not be necessary to give any notice of adjournment or of business to be transacted at an adjourned meeting.
39.4 Method of Voting. At any General Meeting a resolution put to the vote of the meeting shall be decided on the show of hands by those Voting Members present at the Meeting unless a poll is demanded either by the chairperson or by at least Three (3) Voting Members present in person or by proxy. Voting at a poll shall be carried out and votes counted in such manner as the chairperson shall determine. The demand for a poll may be withdrawn.
39.5 Chairperson’s Declaration. The chairperson shall declare the vote carried or lost unanimously or simply carried or lost (where the vote is not unanimous) and shall in such latter case shall not be required to declare the particular majority by which a resolution is carried or lost. The chairperson shall cause such declaration to be recorded in the minutes of the General Meeting and such record shall be conclusive evidence of the vote.
39.6 Chairperson’s Casting Vote. In the case of an equality of votes, howsoever determined, the chairperson of the General Meeting shall, in addition to his deliberative vote, be entitled to a second or casting vote.
39.7 Determination of Voter Qualification. No objection shall be raised to the qualifications of any voter except at the General Meeting or adjourned General Meeting at which the vote objected to is given or tendered and every vote not disallowed at such meeting shall be valid for all purposes. Any such objection made in due time shall be referred to the chairperson of the General Meeting whose decision shall be final and conclusive.
39.8 Validity of Resolutions. The transactions of any General Meeting and all resolutions passed and matters transacted at any such meeting shall be deemed to be valid and effectual in all respects notwithstanding any defect in the Notice of such General Meeting or the manner in which it was called or any procedural errors made.
40. Voting Members’ Resolutions in Writing. A resolution in writing of which notice has been given to all Voting Members and which in the case of an ordinary resolution is signed by more than Fifty per cent (50%) of the Voting Members and in the case of a special resolution is signed by at least Seventy Five per cent (75%) of the Voting Members is as valid and effectual as if it had been passed at a General Meeting duly called and constituted and may consist of several documents in the same form each signed by one or more of the Voting Members. An email transmission or other document produced by mechanical or electronic means under the name of a Voting Member or his proxy and sent from the email address of the Voting Member shown in the Register of Members or of the proxy shall be deemed to have been signed by the Voting Member or the proxy notwithstanding that the Voting Member’s or the proxy’s signature does not appear on the email transmission.
41. Proxies and Representatives.
41.1 Appointment of Proxy. Any Voting Member may appoint a natural person who has attained the age of eighteen (18) years as his proxy to act as his representative at any Meeting which that Voting Member may be entitled to attend and vote, to exercise all rights and to discharge all duties which that Voting Member might have.
41.2 Proxy Form. The instrument appointing a proxy shall be in writing signed by the appointing Member or a person holding his Power of Attorney for such purpose. Any proxy emailed under the name of the appointing Member from the appointing Member’s email address appearing in the Register of Members or from the person holding the appointing Member’s Power of Attorney, shall be deemed to have been duly signed by the appointing Member. The instrument appointing the proxy shall be deemed to confer authority to demand or join in demanding a poll and shall be in the following form or a form as near thereto as circumstances permit:
World Wildlife Sanctuaries Limited
I ……................................ of ……........................ being a Voting Member of World Wildlife Sanctuaries Limited hereby appoint ……....................................................................................of ……......................................................................................
as my proxy to vote for me and on my behalf at the *Annual/Special General Meeting of World Wildlife Sanctuaries Limited to be held on the ……............ day of ……............. 20…. and at any adjournment thereof.
Signed this ……............... day of ……............................ 20….
This form is to be used *in favour of/against the resolution
(Note: If instructions are not given on how to vote, the proxy may vote as he thinks fit)
*SIGNATURE OF VOTING MEMBER
(* If this proxy form is sent by email. It is sufficient if the Member prints his/her name instead of signing same and sends the email from the email address recorded in the Member’s Register)
*Strike out whichever is not desired.
41.3 Deposited with National Secretary. The instrument appointing a proxy and a certified copy of the Power of Attorney or other authority, if any, under which it is signed must be deposited with the National Secretary or received by him by post or email not less than 48 hours before the time for holding the General Meeting or adjourned General Meeting at which the person named in the instrument proposes to vote.
41.4 Validity of Proxy Vote. A vote given in accordance with the terms of an instrument of proxy shall be valid notwithstanding the previous death or unsoundness of mind of the Voting Member or revocation of the instrument or of the authority under which the instrument was executed if no intimation in writing of such death unsoundness of mind or revocation has been received by the National Secretary before the commencement of the General Meeting or adjourned General Meeting at which the instrument is used.
42. Sub-Committees. The National Committee may establish such Sub-Committees for such purposes as it deems appropriate from time to time. The National Committee shall pass a By-Law or By-Laws regulating such Sub-Committees.
43. Branches. The National Committee shall encourage the establishment of Branches in Australia and shall pass a By-Law or By-Laws regulating such Branches.
44.1 Properly Recorded. The Company shall keep such accounting records as correctly record and explain the transactions of the Company and its financial position in such manner as will enable the preparation from time to time of true and fair accounts of the Company and have its accounts conveniently located as permitted by these Rules or any By-law or as required by law and properly audited as required by law.
44.2 Financial Information at Annual General Meetings. The National Committee shall, to the extent as may be required by law but not otherwise, cause to be laid before each Annual General Meeting:
(a) a copy of the accounts for the last Financial Year of the Company;
(b) a copy of the report of the National Committee made in respect of that Financial Year;
(c) a copy of the auditor’s report attached to the accounts of the Company; and
(d) a copy of the statement by the National Committee attached to the accounts of the Company.
45. Auditor. As required by law, one or more auditors of the Company shall be appointed.
46. Execution of Documents. The Company must execute a document, including a deed, by having the document or deed signed by
(a) the National President and any other National Committee Member; or
(b) By any two (2) National Committee Members;
(c) any person or persons who are duly authorized in writing by the Committee to sign the document or the deed.
47. Deemed Signature. In the event that there is any express or implied requirement under these Rules that a document be signed then in the event that such document is sent by email under the sender’s name such document shall be deemed to be duly signed for all purposes under these Rules, notwithstanding that the sender’s signature does not appear on the email. In this Rule, ˝document˝ means any resolution, notice, application, form, letter communication, contract or other document whatsoever.
48. By-Laws. The National Committee shall have power to make such By-laws which are not inconsistent with these Rules and which are in its opinion necessary or desirable for the proper control, administration and management of the Company’s affairs, operations, finances, interests, Meetings, Sub-Committees, Branches, property and any other matter concerning the Company and to amend and repeal such By-laws from time to time. All such by-laws shall be binding on the Members and shall have the same force and effect as these Rules.
49.1 Notices. A notice in writing may be given by the Company, the National Committee, a National Committee Member or a Member by delivering same in person or by sending it to the intended recipient by post or by email.
49.2 Post. If sent by post, the notice shall be deemed to be effective if the envelope containing the notice is addressed to the Member at his address shown in the Register of Members, pre-paying the postage and posting the envelope containing the notice to the Member at that address. A notice sent by post shall be deemed to have been duly given to the Member on the third business day immediately following the day on which it was posted.
49.3 Email. If sent by email, the notice shall be deemed to be effective if sent to the Member’s email address shown in the Register of Members. A notice sent by email shall be deemed to have been given to the Member on the next business day immediately following the day on which it was sent by email.
49.4 Meaning of “notice”. The word “notice” includes any resolution, notice, application, form, letter communication, or other document whatsoever
50. Notices posted on the Website.
50.1 Giving Notice by Website. In the case of a Notice of General Meeting or of any notice that the Company, the National Committee or any National Committee Member is required to give under the Constitution and notwithstanding any other Rule or Sub-Rule, such Notice of General Meeting or other said notice shall be deemed to have been duly given if posted on the Website. A Notice of General Meeting must be posted to appear on the Website for at least the same number of days required by the Constitution for the giving of notice of such meeting and any other notice for at least the time required for giving such notice. For purposed of this Rule, the word “notice” shall unless the context otherwise permits, have the same meaning as provided in Rule 49.4.
51. Indemnity. Every person who is or has been a National Committee Member or honorary auditor of the Company is indemnified, to the maximum extent permitted by law, out of the property of the Company against any liability to another person for which such National Committee Member or honorary auditor may be liable unless the liability arises out of conduct involving negligence or a lack of good faith on the part of the National Committee Member or honorary auditor, as the case may be.
52.1 Properly Taken and Recorded. The National Secretary shall ensure that minutes are properly taken and recorded for each National Committee Meeting and General Meeting.
52.2 Signed by Chairman. The minutes of a National Committee or a General Meeting if purporting to be signed by the chairperson of the meeting or by the chairperson of the next succeeding meeting, are prima facie evidence of the matters stated in the minutes.
53. Alterations to these Rules. These Rules may be altered, amended, rescinded or repealed by special resolution of a Special General Meeting.
54. Decisions on the Meaning of these Rules. If any doubt arises as to the proper meaning of any Rule, the decision of the National Committee shall be final and conclusive and binding on all Members and its decision shall be recorded in the Minute Book of the proceedings of the National Committee. If, during the conduct of any National Committee Meeting or General Meeting, it is necessary or advisable for a ruling to be made on the meaning of any Rule or By-Law, the chairperson’s decision shall be final and binding on those persons present at the Meeting provided that after the Meeting, a Member may forward the matter to the National Secretary for determination by the National Committee. If the decision of the National Committee differs from the decision of the chairperson, any resolution passed or decision made at the Meeting shall not be invalidated unless the National Committee considers it a matter that should be reconsidered by the Meeting and declares the original decision to be invalid.