CONSTITUTION
(A) OBJECTIVES


(A.1) Primary Aim
    To further humankinds symbiotic relationship with nature.

(A.2) Supporting Aims
    To promote the organic and sustainable agriculture industries. Including the provision of resources, information, education, marketing, seminars, news, events, guides and other forms of awareness activities and services.


(B) PROVISIONS


(B.1) Non-Profit Clause
    The assets and income of the organisation shall be applied solely in furtherance of its above-mentioned objectives and no portion shall be distributed directly or indirectly to the members of the association except as bona fide compensation for services rendered or expenses incurred on behalf of the organisation.

(B.2) Dissolution clause
    In the event of the organisation being dissolved, the amount that remains after such dissolution and the satisfaction of all debts and liabilities shall be transferred to any organisation with similar purposes which is not carried on for the profit or gain of its individual members.


(C) OFFICERS AND EMPLOYEES


(C.1) Director interested in contracts.
    If a director of the company has a material personal interest in a matter that relates to the affairs of the company and: (a) under section 191 the director discloses the nature and extent of the interests and its relation to the affairs of the company at a meeting of the directors; or (b) the interest is one that does not need to be disclosed under section 191; then (c) the director may vote on matters that relate to the interest; and (d) any transaction that relate to the interest may proceed; and (e) the director may retain benefits under the transaction even though the director has the interest; and (f) the company cannot avoid the transaction merely because of the existence of the interest.

(C.2) Powers of directors
    The business of the company is to be managed by or under the direction of the directors. The directors may exercise all the powers of the company except any powers that this Law or the company's constitution (if any) requires the company to exercise in a general meeting.

(C.3) Executing negotiable instruments
    Any two directors of the company may sign, draw, accept, endorse or otherwise execute a negotiable instrument. The directors may determine that a negotiable instrument may be signed, drawn, accepted, endorsed or otherwise executed in a different way.

(C.4) Managing director
    The directors of the company may confer on a managing director any of the powers that the directors can exercise. The directors may revoke or vary a conferral of powers on the managing director.

(C.5) Company may appoint a Director
    The company may appoint a person as a director by resolution passed in general meeting

(C.6) Directors may appoint other directors
    The directors of the company may appoint a person as a director. A director can be appointed as a director in order to make up a quorum for a directors' meeting even if the total number of directors of the company is not enough to make up that quorum. The appointment must be confirmed by resolution within 2 month after the appointment by a proprietary company, and at the next AGM for public company.

(C.7) Appointment of managing directors
    The directors of the company may appoint 1 or more of themselves to the office of managing director of the company for the period, and on the terms (including as to remuneration), as the directors see fit.

(C.8) Alternate directors
    With the other directors' approval, a director may appoint an alternate to exercise some or all of the director's powers for a specified period. The appointment and terms of appointment must be notified to ASIC.

(C.9) Remuneration of directors
    The directors of the company are to be paid the remuneration that the company determines by resolution. The company may also pay the directors' travelling and other expenses that they incur in attending meetings and in conjunction with the company's business.

(C.10) Director may resign by giving written notice to company
    A director of the company may resign as a director of the company by giving a written notice of resignation to the company at its registered office.

(C.11) Proprietary company may remove director
    Not Applicable.

(C.12) Termination of appointment of managing director
    A person ceases to be managing director if they cease to be a director. The directors may revoke or vary an appointment of a managing director.

(C.13) Terms of office determined by directors
    A secretary holds office on the terms and conditions (including the remuneration) that the directors determine


(D) INSPECTION OF BOOKS


(D.1) Company or directors may allow members to inspect books
    The directors of the company, or the company by a resolution passed at a general meeting, may authorise a member to inspect the books of the company.


(E) DIRECTORS MEETINGS


(E.1) Circulating resolutions.
    The directors of the company may pass a resolution without a directors' meeting being held if all the directors entitled to vote on the resolution sign a document containing a statement that they are in favour of the resolution set out in the document. Separate copies of a document may be used for signing by directors if the wording of the resolution and statement is identical in each copy and the resolution is passed when the last director signs.

(E.2) Calling directors meetings
    A directors' meeting may be called by a director giving reasonable notice individually to every other director. A director who has appointed an alternate director may ask for the notice to be sent to the alternate director.

(E.3) Chairing directors meetings
    The directors may elect a director to chair their meetings. The directors may determine the period for which the director is to be the chair. The directors must elect a director present to chair a meeting or part of it, if: a) a director has not already been elected to chair the meetings; and b) a previously elected chair is not available or declines to act, for the meeting or the part of the meeting.

(E.4) Quorum at directors meetings
    Unless the directors determine otherwise, the quorum for a directors' meeting is two directors and the quorum must be present at all times.

(E.5) Passing of directors resolutions
    A resolution of the directors must be passed by a majority of the votes cast by directors entitled to vote on the resolution. The chair has the casting vote, if necessary, in addition to any vote they have in their capacity as a director.


(F) MEETINGS OF MEMBERS


(F.1) Calling of meetings of members by a director
    A director may call a meeting of the members.

(F.2) Notice to joint members
    Notice to joint members must be given to the joint member named first in the register of members.

(F.3) When notice by post or fax is given
    A notice of meeting sent by post is taken to be given three days after it is posted. A notice of meeting sent by fax, or other electronic means, is taken to be given on the business day after it is sent.

(F.4) Notice of adjourned meetings
    When a meeting is adjourned, new notice of the resumed meeting must be given if the meeting is adjourned for one month or more.

(F.5) Quorum
    The quorum for a meeting of the company's members is two members and the quorum must be present at all times during the meeting.

(F.6) Chairing meetings of members
    The directors may elect an individual to chair meetings of the company's members.

(F.7) Business at adjourned meetings
    Only unfinished business is to be transacted at a meeting resumed after an adjournment.

(F.8) Who can appoint a proxy? (proprietary co. only)
    A member of the company who is entitled to attend and cast a vote at a meeting of the company's members may appoint a person as the member's proxy to attend and vote for the member at the meeting.

(F.9) Proxy vote valid even if member dies, revokes appointment
    Unless the company has received written notice of the matter before the start or resumption of the meeting at which a proxy votes, a vote cast by the proxy will be valid even if, before the proxy votes: a) the appointing member dies; or b) the member is mentally incapacitated; or c) the member revokes the proxy's appointment; or d) the member revokes the authority under which the proxy was appointed by a third party.

(F.10) How many votes a member has
    At a meeting of members of the company: a) on a show of hands each member has one vote; and b) on a poll each member has one vote; and ) director's have veto

(F.11) Jointly members
    If a membership is held jointly and more than one member votes in respect of that share, only the vote of the member whose name appears first in the register of members counts.

(F.12) Objection to right to vote
    A challenge to a right to vote at a meeting of a company's members may only be made at the meeting and must be determined by the chair, whose decision is final.

(F.13) How voting is carried out
    A resolution put to the vote at a meeting of a company's members must be decided on a show of hands unless a poll is demanded. Before a vote is taken the chair must inform the meeting whether any proxy votes have been received and how the proxy vote must be cast.

(F.14) When and how polls must be taken
    A poll demanded on a matter other than the election of a chair or the question of an adjournment must be taken when and in the manner the chair directs. A poll on the election of a chair or on the question of an adjournment must be taken immediately.


CONSTITUTION

OBJECTIVES
PROVISIONS
OFFICERS AND EMPLOYEES
INSPECTION OF BOOKS
DIRECTORS MEETINGS
MEETINGS OF MEMBERS
CONSTITUTION
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