Table of contents
Clause	Page
1	Definitions and interpretation	1
1.1	Definitions	1
1.2	Application of other definitions	1
1.3	Interpretation	1
1.4	Headings	2
2	Company's objects	2
3	Company's powers	2
4	Table A and other rules do not apply	4
5	Income and property	4
6	Payments to directors	4
7	Liability of members	5
8	Guarantee by members	5
9	Establishment and operation of Gift Fund	5
9.1	Maintaining Gift Fund	5
9.2	Limits on use of Gift Fund	5
9.3	Winding up	6
10	Membership	6
10.1	Eligibility	6
10.2	Application for membership	7
10.3	Subscription fee	7
11	When membership ceases	8
11.1	Death, resignation and other events	8
11.2	Suspension	8
11.3	Expulsion	8
12	General meetings	8
12.1	Calling general meetings	8
12.2	Notice of general meetings	9
12.3	Admission to general meetings	10
12.4	Quorum at general meetings	10
12.5	Chairperson of general meetings	10
12.6	Conducting and adjourning general meetings	11
12.7	Decisions at general meetings	11
12.8	Voting rights	12
12.9	Representation at general meetings	13
13	Directors	14
13.1	Appointing and removing directors	14
13.2	Election of directors	16
13.3	Resignation of directors	16
13.4	When office of director becomes vacant	16
13.5	Interested directors	16
13.6	Powers and duties of directors	18
13.7	Proceedings of directors	19
13.8	Convening meetings of directors	19
13.9	Notice of meetings of directors	19
13.10	Quorum at meetings of directors	20
13.11	Chairperson of directors	20
13.12	Decisions of directors.	21
13.13	Written resolutions	21
13.14	Committees of directors	22
13.15	Delegation to individual directors	22
13.16	Validity of acts	22
14	Company  officers	22
14.1	Chief Executive Officer	22
14.2	Company Secretaries	22
14.3	Treasurer	23
14.4	Dual appointments	23
14.5	Provisions that apply to all executive officers	23
15	Advisory committees	23
15.1	Establishment and termination	23
15.2	Functions	24
16	Support Groups	24
16.1	Establishment and termination	24
16.2	Powers and duties	24
17	Fundraising Groups	25
17.1	Establishment and termination	25
17.2	Functions	25
18	Inspection of and access to records	25
19	Indemnity and insurance	25
19.1	Persons to whom rules 19.2 and 19.4 apply	25
19.2	Indemnity	26
19.3	Extent of indemnity	26
19.4	Insurance	26
19.5	Savings	26
20	Notices	26
20.1	How notices may be given	26
20.2	When taken as given	27
20.3	When member has no registered address	27
21	Winding up	27
22	Transitional Provisions	28


Scope Limited
A company limited by guarantee
Constitution
1 Definitions and interpretation
1.1 Definitions
In this constitution:
Act means the Corporations Act 2001;
auditor means the auditor of the company;
business day means a day on which the major trading banks are open for business in Melbourne, except a Saturday, Sunday or public holiday;
company means Scope Limited;
company's office means the company's registered office;
directors means the company's board of directors;
ITAA 97 means the Income Tax Assessment Act 1997;
member means a member of the company;
registered address means a member's address as notified to the company by the member and recorded in the company's records;
secretary means a person appointed to perform the duties of a secretary of the company and includes an honorary secretary; and
State means Victoria.
1.2 Application of other definitions
Unless the contrary intention appears:
(a) an expression in a rule that deals with a matter dealt with by a provision of the Act has the same meaning as in that provision of the Act; and
(b) subject to paragraph (a), an expression in a rule that has a defined meaning for the purposes of the Act has the same meaning as in the Act.
1.3 Interpretation
In this constitution unless the context requires otherwise:
(a) references to notices include formal notices of meeting and all documents and other communications from the company to its members;
(b) a reference to any legislation includes any amendment to that legislation, any consolidation or replacement of that legislation and any subordinate legislation made under it;
(c) a reference to writing and written includes printing, lithography and other ways of representing or reproducing words in a visible form; 
(d) a word or expression defined in the Act has the same meaning unless it is defined differently; and
(e) the singular (including defined terms) includes the plural and the plural includes the singular.
1.4 Headings
Headings are used for convenience only and do not affect the interpretation of this constitution.
2 Company's objects
(a) The objects of the company are to advance the welfare of people with a disability by, but not limited to: 
(1) assisting and promoting the interests of people with cerebral palsy;
(2) assisting and promoting the interests of people with communication impairment and physical disabilities;
(3) providing equipment, expert advice and activities;
(4) providing or facilitating employment, training, education, accommodation, personal development, therapy, support services and transport, in accordance with expressed goals, interests and aspirations; 
(5) working to reduce barriers, be they physical, cultural, legislative, attitudinal or otherwise, that impede the participation and inclusion of people with a disability in the community;
(6) assisting people with a disability to achieve their maximum potential; and
(7) promoting the interests of people with a disability including undertaking community education and community development.
(b) In order to effectively support the objects listed above, the company will work to progress its organisational effectiveness, systems development, business processes, service development and staff training and development. 
3 Company's powers
(a) Solely for the purpose of pursuing its objects, the company may, in any way the Act permits:
(1) exercise any power;
(2) take any action; or
(3) engage in any conduct or procedure,
which, under the Act, a company limited by guarantee may exercise, take or engage in.
(b) In order to further the company's objects, and without limiting in any way the powers included in rule 3(a), the company may without limitation, do any or all of the following:
(1) raise funds and invite and receive contributions, grants, distributions of income or capital, gifts (by will or otherwise), loans and deposits from any person;
(2) provide funds or other material benefits by way of grant or otherwise to further the company's objects;
(3) accept and hold funds or property of any kind on or for any charitable objects or purposes specified or to be specified by any person or to be selected by the directors from a class of trusts, objects or purposes specified by any person;
(4) accept and undertake full or partial trusteeship, administration and management of trusts and funds, whether as trustee or as agent for the trustee or otherwise, and charge and accept fees, commission or other remuneration in respect of the trusteeship, administration and management;
(5) control, manage, lease, exchange, mortgage, charge, sell, transfer, surrender, dispose of, develop, carry on business or otherwise deal with any real or personal property of any kind or any estate or interest in that property;
(6) invest, deal with and lend money and otherwise provide financial accommodation to, and guarantee or otherwise secure loans to, charitable objects or purposes; 
(7) enter into any arrangement with any government or authority that seems conducive to the company's objects, obtain from any government or authority any right, privilege or concession that the company thinks it desirable to obtain, and carry out, exercise and comply with any of those arrangements, rights, privileges and concessions;
(8) borrow, raise or secure the payment of money and secure the repayment or performance of any debt, liability, contract, guarantee or other engagement in any way and, in particular, by mortgage, charge or overdraft or by the issue of debentures or debenture stock (perpetual or otherwise) charged on all or any of the company's property (both present and future) and purchase, redeem or pay off those securities;
(9) accept any gift of property, whether subject to any special trust or not, for the company's objects.  However, if the company takes or holds any property which is subject to a trust, the company may only deal in that property in the manner allowed by law having regard to that trust;
(10) appoint patrons of the company;
(11) make donations for charitable purposes; and
(12) do all other things that are incidental or conducive to attaining the company's objects.
4 Table A and other rules do not apply
The regulations in Table A in the Fourth Schedule to the Companies Act 1938 and any provisions of the Act that apply to the company as replaceable rules unless displaced or modified by the company's constitution do not apply to the company except so far as they are repeated in this constitution.
5 Income and property
The company's income and property must be applied solely towards promoting the company's objects. No part of the income or property may be paid, transferred or distributed, directly or indirectly, by way of dividend, bonus, fee or otherwise, to any of the members. However, this rule 5 does not prohibit making a payment:  
(a) in good faith to any member for goods supplied in the ordinary and usual course of business; 
(b) of reasonable and proper interest on money borrowed from a member;
(c) of reasonable and proper rent for premises let by any member to the company; or
(d) to a member in that person's capacity as a director, under rule 6.

6 Payments to directors
(a) Directors are entitled to be paid all travelling and other expenses properly incurred by that director in connection with the affairs of the company, including attending and returning from general meetings of the company or meetings of the directors or of committees of the directors.
(b) The Presidentis entitled to be paid an honorarium payment out of the funds of the company as the directors determine, however the amount of  honorarium payable to the President under this rule 6 must not exceed the limit fixed by the company in general meeting.
(c) If a director renders or is called upon to perform extra services or to make any special exertions in connection with the affairs of the company, the directors may arrange for a special remuneration to be paid to that director, where:
(1) the provision of the service has the approval of the directors; and
(2) the amount payable is not more than an amount which commercially would be reasonably payment for the services,
in addition to that director's honorarium (if any) under rule 6(b).
(d) For the purposes of this constitution the amount fixed by the company as honorarium for the President, will not include any amount paid by the company or related body corporate:
(1) to a superannuation, retirement or pension fund for a director so that the company is not liable to pay the superannuation guarantee charge or similar statutory charge; or
(2) under rule 19.
(e) For the avoidance of doubt, the payment of an honorarium, special remuneration or any other amount under this rule 6 does not render a director an employee of the company.
7 Liability of members
The liability of the members is limited.
8 Guarantee by members
Every member undertakes to contribute an amount not more than $2 to the property of the company if it is wound up while he or she is a member or within one year after he or she ceases to be a member, for: 
(a) payment of the company's debts and liabilities contracted before the time he or she ceased to be a member; 
(b) the costs, charges and expenses of winding up; and 
(c) the adjustment of the rights of the contributories among themselves.
9 Establishment and operation of Gift Fund
9.1 Maintaining Gift Fund
The company must maintain for its objects a fund (Gift Fund):
(a) to which gifts of money or property for those objects are to be made; 
(b) to which any money received by the company because of those gifts is to be credited; and
(c) that does not receive any other money or property.
9.2 Limits on use of Gift Fund
The company must use the following only for its objects;
(a) gifts made to the Gift Fund; and
(b) any money received because of those gifts.
9.3 Winding up
(a) At the first occurrence of:
(1) the winding up of the Gift Fund; or
(2) the company ceasing to be endorsed as a deductible gift recipient under Subdivision 30-BA of the ITAA 97,
any surplus assets of the Gift Fund must be transferred to a fund, authority or institution:
(3) which is charitable at law;
(4) whose constitution prohibits distributions or payments to its members and directors (if any) to an extent at least as great as is outlined in clause 5; and
(5) gifts to which are deductible under Division 30 of ITAA 97.
(b) The identity of the fund, authority or institution must be decided by the directors.
(c) Where gifts to a fund, authority or institution are deductible only if, among other things, the conditions set out in the relevant table item in Subdivision 30-B are satisfied, a transfer under this rule to that fund, authority or institution must be made in accordance with or subject to those conditions.
10 Membership
10.1 Eligibility
(a) The members are: 
(1) any member at the date of adoption of this constitution; and 
(2) any other persons the directors admit to membership in accordance with this constitution.
(b) The following persons are eligible to become members of the company under rule 10.1(a)(2):
(1) a person over the age of 18 years;
(2) a body corporate or unincorporated association of persons;
(3) a person who applies to be an associate member of the company without right to vote;
(4) a person who applies to be a junior member of the company without right to vote; and
(5) such other categories of membership as may be determined by the directors upon terms and conditions stipulated by the directors.
(c) Subject to the discretion of the directors, no paid staff member or employee of the company, other than an employee with a disability in one of the company's centres or services, is eligible to become a member of the company.
10.2 Application for membership
(a) Every application for membership of the company after the date of adoption of this constitution must be:
(1) in the form prescribed by the directors;
(2) accompanied by all relevant applicant details required by that form;
(3) accompanied by the subscription fee for the relevant class of membership (if any).
(b) At the next meeting of the directors after the receipt of an application for membership, the directors must consider the application and decide whether to admit or reject the admission of the applicant. The directors need not give any reason for rejecting an application. A person becomes a member only once their name is entered into the register of members.
(c) For the purposes of registration, the number of members of the company is declared to be unlimited.
(d) The directors, by special resolution, may appoint a person life member if the person has rendered some special service or benefit to the company, or the person has contributed to the advancement of people with a disability by  furthering knowledge and expertise in the field, being an outstanding advocate or making some other significant and lasting contribution,  which the company wishes to acknowledge. Life members are not required to pay annual subscription fees.
(e) The directors may appoint a person life governor if that person has rendered some service or benefit to the company or its objects, and the company wishes to honour the person.
10.3 Subscription fee
(a) The annual membership subscription is determined by the directors and becomes due and payable on 1 July each year. The directors must notify all persons entered on the register of any alteration of the annual subscription fee within one month of the resolution.
(b) Receipt of the annual subscription fee renders the member financial and eligible to vote. Where the annual subscription fee is not received;
(1) after one month, the directors must issue a written reminder notice to the member; and
(2) after two months, the member's rights and privileges associated with membership will be suspended.
(c) If a member who was suspended pursuant to rule 10.3(b) above has not paid an annual subscription fee for more than 12 months, the person ceases to be a member and his or her name must be immediately removed from the register of members.
11 When membership ceases
11.1 Death, resignation and other events
A person immediately ceases to be a member if the person:
(a) dies;
(b) resigns as a member by giving written notice to the company;
(c) becomes bankrupt or insolvent or makes any arrangement or composition with his or her creditors;
(d) is expelled under rule 11.3; or
(e) becomes, in the opinion of the directors (acting reasonably), an untraceable member because the person has ceased to reside at, attend or otherwise communicate with his or her registered address.
11.2 Suspension
The directors may suspend a member's rights where the member is in arrears with their annual subscription fee for a period of two months, after being notified in accordance with the procedure in rule 10.3(b).
11.3 Expulsion
(a) The directors may by  resolution expel a member from the company if, in their absolute discretion, they decide it is not in the interests of the company for the person to remain a member. Such a resolution may only be passed if it receives the support of three quarters of the directors voting on the matter. 
(b) If the directors intend to propose a resolution under rule 11.2, at least one week before the meeting at which the resolution is to be proposed, they must give the member written notice:
(1) stating the date, place and time of the meeting; 
(2) setting out the intended resolution and the grounds on which it is based; and 
(3) informing the member that he or she may attend the meeting and may give an oral or written explanation or submission before the resolution is put to the vote.
12 General meetings
12.1 Calling general meetings
(a) A general meeting may only be called:
(1) by directors' resolution; or
(2) as otherwise permitted under the Act.
(b) The directors may, postpone, cancel or change the place for a general meeting if they consider that the meeting has become unnecessary, or the meeting place would be unreasonable or impractical or a change is necessary in the interests of conducting the meeting efficiently, but:
(1) a meeting which is not called by directors' resolution; and
(2) a meeting which is called in accordance with a members' requisition under the Act,
may not be postponed or cancelled without the prior written consent of the person or persons who called or requisitioned the meeting.
12.2 Notice of general meetings
(a) Notice of every general meeting must be given in any manner authorised by rule 20 to:
(1) every member entitled to vote, except a member who has not supplied the company with an address in Australia for giving notices; 
(2) each director; and
(3) the auditor.
No other person is entitled to receive notice of general meetings.
(b) A notice of a general meeting must: 
(1) specify the date, time and place of the meeting; and 
(2) except as provided by the Act, state the general nature of the business to be transacted at the meeting.
(c) Unless the Act provides otherwise: 
(1) no business may be transacted at a general meeting unless the general nature of the business is stated in the notice calling the meeting and, if a resolution is set out in that notice, no business may be transacted that is not in substance the same as that resolution; and 
(2) no person may move any amendment to a proposed resolution the terms of which are set out in the notice calling the meeting or to a document which relates to such a resolution and a copy of which has been made available to members to inspect or obtain,
except with the approval of the directors or the chairman.
(d) A person may waive notice of a general meeting by written notice to the company.
(e) The non-receipt of notice of a general meeting or proxy form by, or a failure to give notice of a general meeting or a proxy form to, any person entitled to receive notice of a general meeting under this rule 12.2 does not invalidate any act, matter or thing done or resolution passed at the general meeting if:
(1) the non-receipt or failure occurred by accident or error; or
(2) before or after the meeting, the person:
(A) has waived or waives notice of that meeting under rule 12.2(d); or
(B) has notified or notifies the company of the person's agreement to that act, matter, thing or resolution by written notice to the company.
(f) A person's attendance at a general meeting waives any objection that person may have to:
(1) a failure to give notice, or the giving of a defective notice, of the meeting unless, at the beginning of the meeting, the person objects to the holding of the meeting; and
(2) the consideration of a particular matter at the meeting which is not within the business referred to in the notice of the meeting, unless the person objects to considering the matter when it is presented.
12.3 Admission to general meetings
A person, whether a member or not, requested by the directors or the chairman to attend a general meeting is entitled to be present and, at the invitation of the chairman, speak at the meeting.
12.4 Quorum at general meetings
(a) No business may be transacted at a general meeting, except the election of a chairperson and the adjournment of the meeting, unless a quorum of members is present when the meeting proceeds to business.
(b) A quorum consists of 20 members entitled to vote present at the meeting in person, by proxy, by attorney or as representing a corporation.
(c) If a quorum is not present within 30 minutes after the time appointed for a general meeting:
(1) where the meeting was convened on the requisition of members, the meeting must be dissolved; or
(2) in any other case:
(A) the meeting stands adjourned to the day, and at the time and place, that the directors decide or, if the directors do not make a decision,  to the same day in the next week at the same time and place; and
(B) if, at the adjourned meeting, a quorum is not present within 30 minutes after the time appointed for the meeting, the members present will constitute the quorum.
12.5 Chairperson of general meetings
(a) The President must (if present within 15 minutes after the time appointed for the meeting and willing to act) preside as chairperson at each general meeting.
(b) If at a general meeting:
(1) there is no President;
(2) the President is not present within 15 minutes after the time appointed for the meeting; or 
(3) the President is present within that time but is not willing or able to act as chairperson of the meeting,
the Vice-President must preside as chairperson of the meeting.
(c) If neither the President nor the Vice-President are present, willing or able to act, the Deputy Vice-President must preside as chairperson of the meeting.
(d) If neither the President, Vice-President nor the Deputy Vice-President are present, willing or able to act, the members present must elect as chairperson of the meeting:
(1) another director who is present and willing to act; or
(2) if no other director present at the meeting is willing or able to act, a member who is present and willing to act.
12.6 Conducting and adjourning general meetings
(a) A question arising at a general meeting relating to the order of business, procedure or conduct of the meeting must be referred to the chairperson of the meeting, whose decision is final.
(b) The chairperson of a general meeting may adjourn the meeting from time to time and from place to place, but no business may be transacted at any adjourned meeting except the business left unfinished at the meeting from which the adjournment took place.
(c) Where a meeting is adjourned for 30 days or more, notice of the adjourned meeting must be given as for an original meeting.
(d) Except as provided by rule 12.6(c), it is not necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.
(e) Where a meeting is adjourned, the directors may change the venue of, or postpone or cancel, the adjourned meeting, unless the meeting was called and arranged to be held by the members or the court under the Act. If a meeting is called and arranged to be held under section 249D of the Act, the directors may not postpone it beyond the date by which section 249D requires it to be held and may not cancel it without the consent of the requisitioning member.
12.7 Decisions at general meetings
(a) Except where by law a resolution requires a special majority, questions arising at a general meeting must be decided by a majority of votes cast by the members present at the meeting. Such a decision is for all purposes a decision of the members.
(b) Where the votes on a proposed resolution are equal, the chairperson of the meeting has a casting vote in addition to his or her deliberative vote.
(c) A resolution put to the vote of a general meeting must be decided on a show of hands unless, before the vote is taken or before or immediately after the declaration of the result of the show of hands, a poll is demanded by:
(1) the chairperson of the meeting; or
(2) members in accordance with the Act
(d) A demand for a poll does not prevent a general meeting continuing for the transaction of any business except the question on which the poll has been demanded.
(e) Unless a poll is duly demanded, a declaration by the chairperson of a general meeting that a resolution has on a show of hands been carried or carried unanimously, or carried by a particular majority, or lost, and an entry to that effect in the book containing the minutes of the proceedings of the company, is conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.
(f) If a poll is duly demanded at a general meeting, it must be taken in such manner, and either at once or after an interval or adjournment of not more than 14 days , as the chairperson of the meeting directs. The result of the poll is the resolution of the meeting at which the poll was demanded.
(g) A poll demanded at a general meeting on the election of a chairperson of the meeting or on a question of adjournment must be taken immediately.
(h) The demand for a poll may be withdrawn.
(i) Where the votes on a poll are equal, the chairperson of the meeting has a casting vote in addition to his or her deliberative vote.
12.8 Voting rights
(a) Subject to this constitution and to any rights or restrictions attached to any class of membership, at a general meeting every member present in person or by proxy, attorney or representative has one vote.
(b) On a poll, a proxy, attorney or representative is entitled to a separate vote for each member the person represents, in addition to any vote the person may have as a member in his or her own right.
(c) An objection to the qualification of a person to vote at a general meeting must be:
(1) raised before or at the meeting at which the vote objected to is given or tendered; and
(2) referred to the chairperson of the meeting, whose decision is final.
(d) A vote not disallowed by the chairperson of a meeting under rule 12.8(c) is valid for all purposes.
12.9 Representation at general meetings
(a) Subject to this constitution, each member entitled to vote at a meeting of members may vote:
(1) in person or, where a member is a body corporate, by its representative; 
(2) by proxy; or 
(3) by attorney.
(b) A proxy, attorney or representative may, but need not, be a member of the company.
(c) A proxy, attorney or representative may be appointed for: 
(1) all general meetings; 
(2) any number of general meetings; or 
(3) a particular general meeting.
(d) Unless otherwise provided in the instrument, an instrument appointing a proxy, attorney or representative is taken to confer authority:
(1) to agree to a meeting being convened by shorter notice than is required by the Act or by this constitution;
(2) to speak to any proposed resolution on which the proxy, attorney or representative may vote; 
(3) to demand or join in demanding a poll on any resolution on which the proxy, attorney or representative may vote;
(4) even though the instrument may refer to specific resolutions and may direct the proxy, attorney or representative how to vote on those resolutions:
(A) to vote on any amendment moved to the proposed resolutions and on any motion that the proposed resolutions not be put or any similar motion;
(B) to vote on any procedural motion, including any motion to elect the chairperson, to vacate the chair or to adjourn the meeting; and
(C) to act generally at the meeting; and
(5) even though the instrument may refer to a specific meeting to be held at a specified time or venue, where the meeting is rescheduled or adjourned to another time or changed to another venue, to attend and vote at the re-scheduled or adjourned meeting or at the new venue.
(e) An instrument appointing a proxy or attorney may direct the manner in which the proxy or attorney is to vote in respect of a particular resolution. Where an instrument contains such a direction, the proxy or attorney is not entitled to vote on the proposed resolution except as directed in the instrument.
(f) An instrument appointing a proxy may be in any usual form or any other form approved by the directors which complies with the Act.
(g) A proxy or attorney may not vote at a general meeting or adjourned meeting or on a poll unless the instrument appointing the proxy or attorney, and the authority under which the instrument is signed or a certified copy of the authority, are received in the places or at the fax numbers, and before the times, specified for that purpose in the notice calling the meeting. In the notice:
(1) the place may be the company's office or another place and a fax number may be the fax number at the company's office or another fax number; and
(2) the time may be before the time for holding the meeting or adjourned meeting.
(h) The directors may waive all or any of the requirements of rules 12.9(f) and (g) and in particular may, on production of any other evidence the directors require to prove the validity of the appointment of a proxy or attorney, accept:
(1) an oral appointment of a proxy or attorney;
(2) an appointment of a proxy or attorney which is not signed or executed in the manner required by rule 12.9(f); or
(3) the deposit, tabling or production of a copy (including a copy sent by fax) of an instrument appointing a proxy or attorney, or of the power of attorney or other authority under which the instrument is signed.
(i) A vote given in accordance with the terms of an instrument appointing a proxy or attorney is valid despite the revocation of the instrument, or of the authority under which the instrument was executed, if the company has not received written notice of revocation by the time and at one of the places at which the instrument appointing the proxy or attorney is required to be received under rule 12.9(g).
(j) The appointment of a proxy or attorney is not revoked by the appointer attending and taking part in the general meeting but, if the appointer votes on a resolution, the proxy or attorney is not entitled to vote, and must not vote, as the appointer's proxy or attorney on the resolution.
13 Directors
13.1 Appointing and removing directors
(a) There must be:
(1) at least 6 directors; and
(2) subject to rule 13.1(f), not more than 12 directors.
(b) At least one of the directors must have a disability.
(c) Only persons who are eligible to vote at the time of nomination and election or appointment   are eligible for election or appointment as directors.
(d) Employees of the company are not eligible for election or appointment as directors.
(e) Rule 13.1(d) does not apply to an employee with a disability, or to past employees.
(f) The company may by resolution: 
(1) increase or reduce the minimum or maximum number of directors (in multiples of 2); and
(2) remove a director pursuant to the Act.
(g) Half the maximum number of directors must be elected by the members in general meeting, to hold office subject to rules 13.3 and 13.4 for a period of 3 years.
(h) In addition to the directors elected under rule 13.1(g), half the maximum number of directors may be appointed by the directors, to hold office subject to rules 13.3 and 13.4 for a period of 3 years.
(i) Subject to an allowance for reasonable time required to solicit appropriate appointee directors, the directors must take reasonable action to ensure the board consists of the maximum number of directors at all times.
(j) Where a director is removed before the expiration of their term under rule 13.1(f)(2), the directors may appoint another person in their stead who will hold office for the remainder of the term of the person removed.
(k) Subject to rule 13.1(c), the directors may appoint any individual to fill a casual vacancy on the board and the person so appointed will hold office for the balance of the term of the person he or she replaces. 
(l) A person appointed to fill a casual vacancy under rule 13.1(k) holds office for the balance of the term of the vacating director.
(m) Subject to rules 13.3, 13.4 and to the terms of any agreement entered into between the company and the relevant director, a director holds office until he or she dies or is removed from office under rule 13.1(f)(2).
(n) A director may only hold office for a maximum number of 9 consecutive years from a date of election or appointment to the board. 
(o) At every annual general meeting, one-third of the directors previously elected pursuant to rule 13.1(g) (rounded down) must retire, but subject to rule 13.1(n) are eligible for re-election. The directors that have been in office the longest must retire first. As between directors who were last elected on the same date, those to retire must, unless they agree among themselves, be decided by lot.
(p) At the first meeting of directors held after each annual general meeting, one-third of the directors appointed under rule 13.1(h) must retire, but subject to rule 13.1(n) are eligible for re-appointment. The directors that have been in office the longest must retire first. As between directors who were last appointed on the same date, those to retire must, unless they agree among themselves, be decided by lot.
13.2 Election of directors
(a) Any person wishing to be elected as a director must lodge a nomination form signed by the themselves and by two other members.
(b) Nomination forms must be lodged with the secretary at least 35 days before the date of the annual general meeting.
(c) If there are more nominations received than vacancies, a ballot must be held in the manner the chairperson determines.
13.3 Resignation of directors
(a) Any director may resign from office by giving one month's notice to the directors.  
(b) Resignation takes effect at the expiration of the notice period, or when the resignation is accepted whichever is earlier.
13.4 When office of director becomes vacant
In addition to the circumstances prescribed by the Act, the office of a director becomes vacant if the director:
(a) ceases to be a member of the company;
(b) absents himself or herself from 3 consecutive meetings of the board without special leave of absence from the board, and the directors do not resolve to confirm the director's appointment or election (as applicable) to the office of director;
(c) becomes of unsound mind or a person who is, or whose estate is, liable to be dealt with in any way under the law relating to mental health; 
(d) becomes bankrupt or insolvent or makes an arrangement or composition with his or her creditors generally;
(e) is convicted on indictment of an offence and the directors do not within one month after that conviction resolve to confirm the director's appointment or election (as applicable) to the office of director; or
(f) resigns by written notice to the company pursuant to rule 13.3.
13.5 Interested directors
(a) Subject to rule 5, a director may hold another position (except as auditor) in the company or any related body corporate in conjunction with his or her directorship and may be appointed to that position on terms as to remuneration, tenure and otherwise that the directors think fit.
(b) A director: 
(1) may be or become a director or other officer of, or otherwise interested in, any related body corporate or other body corporate promoted by the company or in which the company is interested as a shareholder or otherwise; and 
(2) is not accountable to the company for any remuneration or other benefits he or she receives as a director or officer of, or from having an interest in, that body corporate.
(c) The directors may exercise the voting rights conferred by shares in any body corporate held or owned by the company in the manner in all respects that they think fit. 
(d) A director is not disqualified merely because he or she is a director from contracting with the company in any respect including, but not limited to:
(1) selling property to, or purchasing property from, the company;
(2) lending money to the company with or without interest or security;
(3) guaranteeing the repayment of money borrowed by the company for a commission or profit;
(4) underwriting or guaranteeing the subscription for securities in any related body corporate or other body corporate promoted by the company or in which the company is interested as a shareholder or otherwise, for a commission or profit; or
(5) being employed by the company or acting in any professional capacity (except as auditor) on behalf of the company.
(e) A contract made by a director with the company and a contract or arrangement entered into by or on behalf of the company in which any director may be in any way interested is not avoided or rendered voidable merely because the director holds office as a director or because of the fiduciary obligations arising out of that office.
(f) A director contracting with or being interested in any arrangement involving the company is not liable to account to the company for any profit realised by or under that contract or arrangement merely because the director holds office as a director or because of the fiduciary obligations arising out of that office.
(g) Unless section 195 of the Act permits, a director who has a material personal interest in a matter that is being considered at a directors' meeting must not:
(1) be present while the matter is being considered at the meeting; or
(2) vote on the matter.
(h) In addition to disclosure of interest in accordance with the Act, the directors may make regulations requiring the disclosure of interests that a director, and any person considered by the directors as related to or associated with the director, may have in any matter concerning the company or a related body corporate. Any regulations made under this constitution bind all directors.
13.6 Powers and duties of directors
(a) The directors are responsible for managing the company's business and affairs and may exercise to the exclusion of the company in general meeting all the company's powers which are not required, by the Act or by this constitution, to be exercised by the company in general meeting.
(b) Without limiting rule 13.6(a), the directors may exercise all the company's powers to: 
(1) borrow or otherwise raise money; 
(2) charge any property or business of the company; and 
(3) issue debentures or give any other security for a debt, liability or obligation of the company or of any other person.
(c) The directors may decide how cheques, promissory notes, bankers drafts, bills of exchange or other negotiable instruments must be signed, drawn, accepted, endorsed or otherwise executed (as applicable) by or on behalf of the company.
(d) The directors may:
(1) appoint or employ a person to be an officer, agent or attorney of the company for the purposes, with the powers, discretions and duties (including powers, discretions and duties vested in or exercisable by the directors), for the period and on the conditions they think fit;
(2) authorise an officer, agent or attorney to delegate all or any of the powers, discretions and duties vested in the officer, agent or attorney; and
(3) subject to any contract between the company and the relevant officer, agent or attorney, remove or dismiss any officer, agent or attorney at any time, with or without cause.
(e) The directors may by special resolution, make, vary and repeal by-laws consistent with this constitution for the regulation and conduct of the business and activities of the company, its officers, servants, committees, associations, or members.
(f) The directors may:
(1) appoint, establish, remove and dissolve committees as required; and
(2) delegate to the committees any powers to enable the committees to undertake the functions delegated to them.
(g) Committees established under rule 13.6(f) must consist of two or more members and, to the extent that they are applicable, are governed by the rules of this constitution.
(h) A power of attorney may contain any provisions for the protection and convenience of the attorney or persons dealing with the attorney that the directors think fit.
(i) Without limiting any of the powers under rule 13.6, the directors have the power to:
(1) appoint the patrons, life members and life governors of the company;
(2) appoint sub-committees or special officers.
13.7 Proceedings of directors
(a) At its first meeting after the annual general meeting of the company, the directors must elect the President, Vice-President, Deputy Vice-President and Treasurer who will hold office for one year, or until the first meeting of the directors after the next annual general meeting.
(b) The directors may meet together and adjourn and otherwise regulate their meetings as they think fit provided that they meet at least 10 times during each financial year.
(c) The contemporaneous linking together by telephone or other electronic means of a sufficient number of the directors to constitute a quorum constitutes a meeting of the directors. All the provisions in this constitution relating to meetings of the directors apply, so far as they can and with any necessary changes, to meetings of the directors by telephone or other electronic means.
(d) A director who takes part in a meeting by telephone or other electronic means is taken to be present in person at the meeting.
(e) A meeting by telephone or other electronic means is taken as held at the place decided by the chairperson of the meeting, as long as at least one of the directors involved was at that place for the duration of the meeting.
13.8 Convening meetings of directors
(a) A director may convene a meeting of the directors whenever he or she thinks fit.
(b) A secretary must, on the requisition of a director, convene a meeting of the directors.
13.9 Notice of meetings of directors
(a) Subject to this constitution, notice of a meeting of directors must be given to each person who is at the time of giving the notice a director, except a director on leave of absence approved by the directors.
(b) A notice of a meeting of directors:
(1) must specify the time and place of the meeting;
(2) need not state the nature of the business to be transacted at the meeting;
(3) may be given immediately before the meeting; and
(c) (4)	may be given in person or by post, telephone, fax or other electronic means.A director may waive notice of a meeting of directors by notifying the company to that effect in person or by post, telephone, fax or other electronic means.
(d) The non-receipt of notice of a meeting of directors by, or a failure to give notice of a meeting of directors to, a director does not invalidate any act, matter or thing done or resolution passed at the meeting if:
(1) the non-receipt or failure occurred by accident or error;
(2) before or after the meeting, the director: 
(A) has waived or waives notice of that meeting under rule 13.9(c); or
(B) has notified or notifies the company of his or her agreement to that act, matter, thing or resolution personally or by post, telephone, fax or other electronic means; or
(3) the director attended the meeting.
(e) Attendance by a person at a meeting of directors waives any objection which that person may have to a failure to give notice of the meeting. 
13.10 Quorum at meetings of directors
(a) No business may be transacted at a meeting of directors unless a quorum of directors is present at the time the business is dealt with.
(b) A quorum consists of half the number of directors in office, present at the meeting of directors.
(c) If there is a vacancy in the office of a director then, subject to rule 13.10, the remaining directors may act.
(d)	If the number of directors in office at any time is less than the minimum number of directors fixed under this constitution, the remaining directors must act as soon as possible to increase the number of directors to a number sufficient to satisfy the minimum number of directors required under this constitution by: 
(1) convening a general meeting of the company for that purpose, or
(2) appointing additional directors.
Until this has happened, the directors may only act if and to the extent that there is an emergency requiring them to act.
13.11 Chairperson of directors
(a) The President must (if present within 15 minutes after the time appointed for the meeting and willing to act) preside as chairperson of directors at each meeting of directors.
(b) If at a meeting of directors:
(1) there is no President;
(2) the President is not present within 15 minutes after the time appointed for the meeting; or 
(3) the President is present within that time but is not willing or able to act as chairperson of the meeting,
the Vice-President must preside as chairperson of directors.
(c) If neither the President nor the Vice-President are present, willing or able to act, the Deputy Vice-President must preside as chairperson of directors. 
(d) If neither the President, the Vice-President nor the Deputy Vice-President are present, willing or able to act, the directors present must elect 1 of themselves to be chairperson of the meeting. 
13.12 Decisions of directors
(a) A meeting of directors at which a quorum is present may exercise all the powers and discretions vested in or exercisable by the directors under this constitution.
(b) Questions arising at a meeting of directors must be decided by a majority of votes cast by the directors present. Such a decision is for all purposes a decision of the directors.
(c) Where the votes on a proposed resolution are equal, the chairperson of the meeting has a casting vote in addition to his or her deliberative vote. 
13.13 Written resolutions
(a) A written resolution signed or consented to by all of the directors (excluding any director on leave of absence approved by the directors, or who, at a meeting of directors, would be prohibited by the Act from voting on the resolution) being at least a quorum of directors is as valid as if it had been passed at a meeting of directors duly called. 
(b) For the purposes of rule 13.13(a):
(1) the meeting is taken as held:
(A) if the directors assented to the document on the same day, on the day on which the document was assented to and at the time at which the document was last assented to; or
(B) if the directors assented to the document on different days, on the day on which, and at the time at which, the document was last assented to;
(2) 2 or more separate documents in identical terms, each of which is assented to by one or more directors, are taken as constituting one document; and
(3) a director may signify assent to a document by signing the document or by notifying the company of the director's assent in person or by post, telephone, fax or other electronic means.
(c) Where a director signifies assent to a document otherwise than by signing the document, the director must as confirmation sign the document at the next meeting of the directors that director attends, but failure to do so does not invalidate the act, matter, thing or resolution to which the document relates.
13.14 Committees of directors
(a) The directors may delegate any of their powers to one or more committees consisting of the number of directors they think fit.
(b) A committee to which any powers have been delegated must exercise the powers delegated in accordance with any directions given by the directors.
(c) Subject to paragraph (d) below, the provisions of this constitution that apply to meetings and resolutions of directors apply, so far as they can and with any necessary changes, to meetings and resolutions of a committee of directors.
(d) At each meeting of the committee, the committee may elect any director who is a member of the committee to act as chairperson of the meeting. 
13.15 Delegation to individual directors
(a) The directors may delegate any of their powers to one director.
(b) A director to whom any powers have been delegated must exercise the powers delegated in accordance with any directions given by the directors.
13.16 Validity of acts
An act done by a person acting as a director, a meeting of directors, or a committee of directors attended by a person acting as a director, is not invalidated merely because of:
(a) a defect in the appointment of the person as a director;
(b) the person being disqualified to be a director or having vacated office; or 
(c) the person not being entitled to vote,
if that circumstance was not known by the person, the directors or the committee (as applicable) when the act was done.
14 Company  officers
14.1 Chief Executive Officer
(a) The directors must appoint one chief executive officer.
(b) The directors may invite the chief executive officer to attend meetings of the directors.
14.2 Company Secretaries
(a) The directors must appoint at least one secretary and may appoint additional secretaries.
(b) The directors may appoint one or more assistant secretaries.
14.3 Treasurer
(a) The directors must elect one treasurer in accordance with rule 13.7 and may appoint additional treasurers. 
(b) The directors may appoint one or more assistant treasurers.
14.4 Dual appointments
(a) A person may hold office as secretary and treasurer simultaneously. A director may be appointed as secretary and/or treasurer.
14.5 Provisions that apply to all executive officers
(a) A reference in this rule 14.5 to an executive officer is a reference to a chief executive officer, secretary, assistant secretary, treasurer or assistant treasurer appointed under this rule 14.
(b) The appointment of an executive officer may be for the period, at the remuneration and on the conditions that the directors think fit.
(c) Subject to any contract between the company and the relevant executive officer, an executive officer may be removed or dismissed by the directors at any time, with or without cause.
(d) The directors may:
(1) confer on an executive officer the powers, discretions and duties (including any powers, discretions and duties vested in or exercisable by the directors) they think fit;
(2) withdraw, suspend or vary any of the powers, discretions and duties conferred on an executive officer; and
(3) authorise the executive officer to delegate all or any of the powers, discretions and duties conferred on him or her.
(e) An act done by a person acting as an executive officer is not invalidated merely because of:
(1) a defect in the person's appointment as an executive officer; or
(2) the person being disqualified to be an executive officer,
if that circumstance was not known by the person when the act was done.
15 Advisory committees
15.1 Establishment and termination
(a) The directors may:
(1) establish one or more advisory committees; and 
(2) appoint and remove, or make provision for the appointment and removal of, members of the advisory committees.
(b) Each advisory committee will consist of a single individual or the number of individuals that the directors decide.
(c) The directors may terminate an advisory committee at any time.
15.2 Functions
(a) The functions of each advisory committee will be decided by the directors and, subject to any such decision, will be to recommend to the directors how payments or applications of income and capital should be made under rule 2.
(b) The directors may specify: 
(1) the manner in which proceedings of each advisory committee are to be conducted; 
(2) the matters which the advisory committee must consider in carrying out its functions; and 
(3) any other matters concerning the advisory committee or its functions that the directors decide.
16 Support Groups
16.1 Establishment and termination
(a) Groups of at least 10 members may establish a Support Group with the sanction of the directors.
(b) Support Groups include centre associations, auxiliaries, parents and friends and other organisations which may be formed from time to time.
(c) The directors may terminate a Support Group at any time.
(d) When the membership of the Support Group falls below 10 members, the directors will be responsible for its activities.
16.2 Powers and duties
(a) Each Support Group must act in the interests of the company and in accordance with its objects.
(b) Without limiting rule 16.2(a), each Support Group is subject to the policy directions of the directors.  
(c) Without limiting rule 16.2(b), such policy directions may include;
(1) how often meetings of the Support Group must be held;
(2) directions for the appointment of office holders;
(3) directions as to the establishment of sub-committees within the Support Group;
(4) directions as to the books of account to be kept by the Support Group; and
(5) directions as to the conduct of the operations of the Support Group.
17 Fundraising Groups
17.1 Establishment and termination
(a) The directors may:
(1) establish one or more fundraising groups; and
(2) appoint and remove, or make provision for the appointment and removal of, members of the fundraising groups (who may or may note be members of the company).
(b) Each fundraising group will consist of a single individual or the number of individuals that the directors decide.
(c) The directors may terminate a fundraising group at any time.
17.2 Functions
(a) The functions of each fundraising group will be decided by the directors.
(b) The directors may specify:
(1) the manner in which proceedings of each fundraising group are to be conducted;
(2) the matters which the fundraising group must consider in carrying out its functions; and
(3) any other matters concerning the fundraising group or its functions that the directors decide.
18 Inspection of and access to records
(a) A person who is not a director does not have the right to inspect any of the board papers, books, records or documents of the company, except as provided by law, this constitution or as authorised by the directors or by a resolution of the members.
(b) The company may enter into contracts with its directors agreeing to provide continuing access for a specified period after the director ceases to be a director to board papers, books, records and documents of the company which relate to the period during which the director was a director on such terms and conditions as the directors think fit and which are not inconsistent with this rule 18.
19 Indemnity and insurance
19.1 Persons to whom rules 19.2 and 19.4 apply
Rules 19.2 and 19.4 apply to:
(a) each person who is or has been a director, chief executive officer, treasurer or secretary of the company; and
(b) any other employees or former employees of the company or of its related bodies corporate that the directors decide in each case.
19.2 Indemnity
The company must:
(a) indemnify; and
(b) if requested by a person to whom this rule 19.2 applies, enter into a deed indemnifying,
on a full indemnity basis and to the full extent permitted by law, each person to whom this rule 19.2 applies for all losses or liabilities incurred by the person as an officer of the company or of a related body corporate (including costs and expenses). 
19.3 Extent of indemnity
The indemnity in rule 19.2:
(a) is a continuing obligation and is enforceable by a person to whom rule 19.2 applies even though that person has ceased to be an officer of the company or of a related body corporate; and
(b) operates only to the extent that the loss or liability is not covered by insurance.
19.4 Insurance
The company may, to the extent permitted by law:
(a) purchase and maintain insurance; or
(b) pay or agree to pay a premium for insurance,
for any person to whom this rule 19.4 applies against any liability incurred by the person as an officer of the company or of a related body corporate.
19.5 Savings
Nothing in rules 19.2 or 19.4:
(a) affects any other right or remedy that a person to whom those rules apply may have in respect of any loss or liability referred to in those rules; or
(b) limits the capacity of the company to indemnify or provide insurance for any person to whom those rules do not apply.
20 Notices
20.1 How notices may be given
A notice may be given by the company to a member by: 
(a) delivering it to the member personally; 
(b) sending it to the member's fax number or electronic address, if the member has nominated one to the company for receipt of notices); or 
(c) posting it by prepaid post to the member's registered address. 
20.2 When taken as given
A notice is taken as given by the company and received by the member:
(a) if delivered, at the time of delivery;
(b) if faxed, when the company receives a confirmation report that all pages of the fax have been transmitted to the member's fax number, but if transmission or receipt is after 5.00 pm, it is taken as received on the next business day; 
(c) if sent electronically, on the next business day; and
(d) if posted, on the second business day after it was posted.
20.3 When member has no registered address
If one or more members do not have a registered address in Australia, a notice addressed to the member or members and advertised in a daily national newspaper is taken to be duly given to the member or members at midday on the day on which the advertisement appears.
21 Winding up
(a) If, on the winding up or dissolution of the company, any property remains after satisfaction of all its debts and liabilities, this property must only be given or transferred to a fund, authority or institution: 
(1) which is charitable at law; 
(2) whose constitution prohibits distributions or payments to its members and directors (if any) to an extent at least as great as is outlined in rule 5; and
(3) gifts to which can be deducted under item 4.1.1 of the table in section 30-45 of the ITAA 97.
(b) The identity of the fund, authority or institution referred to in rule 21(a) must be decided by the directors at or before the time of winding up or dissolution of the company and the directors must consider funds, authorities or institutions with one or more similar objects or activities to any of the company's objects or activities. 
(c) Where gifts to a fund, authority or institution are deductible only if, among other things, the conditions set out in the relevant table item in Subdivision 30-B are satisfied, a gift or transfer under rule 21(a) to that fund, authority or institution must be made in accordance with or subject to those conditions.
22 Transitional Provisions
This constitution must be interpreted in such a way that:
(a) every director, chief executive officer, secretary and treasurer in office in that capacity immediately before this constitution is adopted continues in office subject to, and is taken to have been appointed or elected (as the case may be) under, this constitution;
(b) at the first meeting of directors held after 2002 annual general meeting, the directors must appoint 4 persons to the office of director pursuant to rule 13.1(h); 
(c) notwithstanding rules 13.1(o) and 13.1(p), directors elected by members in general meeting must retire in accordance with the following procedure:
(1) 2 directors elected at the 2001 annual general meeting (or a person appointed to fill a casual vacancy in respect of such a position) must retire at the 2003 annual general meeting;
(2) 1 director elected at the 2001 annual general meeting and 1 director elected at the 2002 annual general meeting (or a person appointed to fill a casual vacancy in respect of such a position) must retire at the 2004 annual general meeting; and
(3) 2 directors elected at the 2002 annual general meeting (or a person appointed to fill a casual vacancy in respect of such a position) must retire at the 2005 annual general meeting;
(d) the relevant directors to retire in each particular year pursuant to paragraph (c) above will be determined by the directors at the first meeting of directors held after the 2002 annual general meeting;
(e) notwithstanding rules 13.1(o) and 13.1(p), directors appointed by the board must retire in accordance with the following procedure:
(1) 2 directors appointed by the board at the first meeting of directors held after the 2001 annual general meeting (or a person appointed to fill a casual vacancy in respect of such a position) must retire at the first meeting of directors held after the 2003 annual general meeting;
(2) 2 directors appointed by the board at the first meeting of directors held after the 2002 annual general meeting (or a person appointed to fill a casual vacancy in respect of such a position) must retire at the first meeting of directors held after the 2004 annual general meeting; and
(3) the remaining 2 directors appointed by the board at the first meeting of directors held after the 2002 annual general meeting (or a person appointed to fill a casual vacancy in respect of such a position) must retire at the first meeting of directors held after the 2005 annual general meeting;
(f) the relevant directors to retire in each particular year pursuant to paragraph (e) above will be determined by the directors at the first meeting of directors held after the 2002 annual general meeting;
(g) any register maintained by the company immediately before this constitution is adopted is taken to be a register maintained under this constitution;
(h) any seal adopted by the company immediately before this constitution is adopted is taken to be a seal which the company has under a relevant authority given by this constitution; and
(i) unless a contrary intention appears in this constitution, all persons, things, agreements and circumstances appointed, approved or created by or under the constitution of the company in force before this constitution is adopted continue to have the same status, operation and effect after this constitution is adopted.
Scope Constitution

Freehills Melbourne	Printed 4 October 2002