Constitution of AUSTRALIAN CHRISTIAN CHURCHES A.C.N. …...Constitution Of AUSTRALIAN CHRISTIAN...

Constitution of

AUSTRALIAN CHRISTIAN CHURCHES A.C.N. 084 615 725

(a Company Limited by Guarantee)

(Incorporating 2016 AGM Amendments)

2

CORPORATIONS LAW

CONSTITUTION OF

AUSTRALIAN CHRISTIAN CHURCHES

A.C.N. 084 615 725

A Company Limited By Guarantee


3

Constitution

Of

AUSTRALIAN CHRISTIAN CHURCHES ACN 084 615 725

A Company Limited by Guarantee

1. Preliminary

Definitions

1.1 The following words have these meanings in this Constitution unless the contrary intention appears:

“AOG” means the movement known as Assemblies of God in Australia ABN 58 123 514 361, a national association of Pentecostal churches in voluntary cooperation on terms of equality, uniting for evangelism, fellowship, order, discipline and other purposes;

Its supreme governing document is its United Constitution and its supreme governing body is its National Conference.

It is unincorporated.

“Chairman” means the chairman of the Board of Directors of the company. The person holding the position of National President of AOG, is, when present, entitled to hold this position;

“Company” means Australian Christian Churches ACN 084 615 725;

“Constitution” means this constitution as amended from time to time;

“Corporations Law” means the Corporations Act 2001 (Cwlth);

“Deputy Chairman” means the deputy chairman of the Board of Directors of the company. The person holding the position of Vice President of AOG, is, when present, entitled to hold this position;

“Director” means persons elected pursuant to Clause 7, and where appropriate includes an Alternate Director;

“Directors” means all or some of the Directors acting as a board;

“Member” means a member of the company;

“National Executive” means the National Executive of the AOG;

“National Conference” means the National Conference of AOG;

“National Secretary” means the person holding the position of National Secretary of AOG from time to time;

“Registered Office” means the registered office for the time being of the company;

“Secretary” means a person appointed as a secretary of the company;

“State Executive” means the same as set out in the United Constitution;


4

“Subscribers” means the persons who have consented to be the first members of the company pursuant to this constitution; and

“United Constitution” means the United Constitution of the AOG.

Interpretation

1.2 In this Constitution unless the contrary intention appears:

1.2.1 the word person includes a firm, a body corporate, an unincorporated association or an authority;

1.2.2 the singular includes the plural and vice versa;

1.2.3 where a word or phrase is given a particular meaning, other parts of speech and grammatical forms of that word or phrase have corresponding meanings;

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

1.2.5 a reference to an clause is a reference to one of the Clauses;

1.2.6 a reference to a section is a reference to a section of the Corporations Law;

1.2.7 a reference to the Corporations Law or to a provision of the Corporations Law, means the Corporations Law or that provision as amended from time to time, or any statute, code or provision enacted in its place, by the Commonwealth of Australia, and includes regulations and other instruments under it; and

1.2.8 a reference to the United Constitution or to the provision of the United Constitution, means the United Constitution or that provision as amended from time to time, and includes regulations and by-laws enacted under it.

1.3 Headings are inserted for convenience and do not affect the interpretation of this Constitution.

1.4 A term in the United Constitution takes a corresponding meaning in this constitution except where it would conflict with the Corporations Law.

2. Objects

The objects are:

2.1 To present the Gospel in a way that is consistent with the doctrines of the AOG;

2.2 To encourage integrity and righteous living in its leaders, credentialed ministers and congregation members;

2.3 To plant and sustain churches that provide a safe and nurturing environment in which Christians can grow and others can find faith in Christ;

2.4 To engage in Christian action in the relief of human suffering and need by all available means and development programs appropriate to developing countries and disadvantaged groups;

2.5 To train, ordain and send out ministers of the Gospel, missionaries and other ministries, for the work of God in Australia and overseas;

2.6 To allow and encourage individuals and churches to fulfill their God-given purpose without undue interference or restriction on their activities and ministries;


5

2.7 To represent the AOG as agent and to take whatever lawful steps are necessary to implement the objectives of the AOG where incorporation is necessary;

2.8 To hold in trust any or all of the funds and assets of the AOG on trusts approved by the Board and to enter into such arrangements as trustee as may be necessary or desirable on behalf of the AOG.

3. Non-Profit Clause

3.1 The income and property of the company howsoever derived shall be applied solely towards the promotion of the objects of the company as set forth in this constitution and no portion thereof shall be paid or transferred, directly or indirectly by way of profit, to the members of the company;

3.2 Provided that nothing herein shall prevent the payment in good faith of reasonable and proper remuneration to any officer or employee or servant of the company or to any member of the company in return for any services actually rendered to the company nor prevent the payment of interest at a rate not exceeding the rate for the time being charged by bankers of the company for overdrawn accounts or money lent or for reasonable and proper rent for premises, demised or let to the company, but so that no director of the company shall be appointed to any salaried office of the company paid by fees and that no remuneration or other benefit for money or monies worth shall be given by the company to any director except repayment of out of pocket expenses, rent or interest aforesaid on money lent to the company.

4. Powers

4.1 The company has the legal capacity and powers of an individual as set out in section 124(1) of the Corporations Law.

5. Doctrinal Basis

5.1 The company has the doctrinal basis of the AOG as set out in its United Constitution from time to time.

6. Membership and Liability of Members

Becoming a member:

6.1 The Subscribers are the first Members

6.2 A person (‘applicant’) is entitled to appointment by the Board as a member of the company upon application in writing in a form approved by the Board where the following conditions are met;

6.2.1 The applicant is a duly elected member of the National Executive or a State Executive; and

6.2.2 The applicant agrees to be bound by the constitution and contribute the sum mentioned in clause 3.9 if required.

6.3 If a duly elected member of the State Executive is already a member of the National Executive, then that state shall not be eligible to elect a Substitute Member to the Company.

Ceasing to be a member:

6.4 A member ceases to be a member on:

6.4.1 resignation


6

6.4.2 death;

6.4.3 becoming bankrupt or insolvent or making an arrangement or composition with creditors of the person’s joint or separate estate generally;

6.4.4 becoming of unsound mind or a person whose person or estate is liable to be dealt with in any way under a law relating to mental health;

6.4.5 if a corporation, being dissolved or otherwise ceasing to exist, having a liquidator or provisional liquidator appointed to it, or being unable to pay its debts; or

6.4.6 ceasing to hold office as a member of either the National Executive or a State Executive.

6.4.7 A member may resign by notice in writing to the Secretary with immediate effect or with effect from a specified date.

6.4.8 Provided a member remains as a duly elected member of the National Executive or a State Executive the membership of that member may not be terminated.

Liability of members:

6.7 The liability of Members is limited

6.8 Every member of the company undertakes to contribute to the assets of the company in the event of the same being wound-up during the time he or she is a member or within 1 year afterwards for payment of the debts and liabilities of the company contracted before the time at which he or she ceased to be a member and the costs, charges and expenses of winding up the same and for the adjustment of rights of the contributories among themselves such amounts as may be required not exceeding $10.00.

7. General Meetings

Power to convene general meeting

7.1 Subject to Clause 7.3, a general meeting must be convened on such requisition or in default may be convened by such requisitionists as are provided by section 249D of the Corporations Law.

7.2 The Directors may convene a general meeting whenever they think fit.

7.3 If at any time there are not sufficient Directors capable of acting to form a quorum, a Director or any two or more Members may convene a general meeting of the Company at the cost of the Company.

Notice of general meeting

7.4 Subject to the provisions of the Corporations Law as to shorter notice, not less than 21 days written notice of General Meeting must be given individually to each member entitled to vote at the meeting and to each director and auditor.

7.5 A notice convening a meeting of the company must specify the place, day and hour of the meeting and in the case of special business the general nature of the special business to be dealt with by the meeting and there must appear in it with reasonable prominence a statement that:

7.5.1 A member is entitled to attend in person or in proxy; and

7.5.2 A proxy must be otherwise entitled to vote at a National Conference.


7

Auditor’s and Director’s rights to attend general meetings

7.6 The Auditor, if any, or an agent authorized by the Auditor in writing for the purpose is entitled to attend any general meeting, to receive all notices of and other communications relating to any general meeting which a Member is entitled to receive and to be heard at any general meeting on any part of the business of the meeting which concerns the Auditor in that capacity, and is entitled to be heard notwithstanding that the Auditor retires at that meeting or a resolution to remove the Auditor from office is passed at that meeting.

7.7 A Director is entitled to attend any general meeting, to receive all notices of and other communications relating to any general meeting that a Member is entitled to receive and to be heard at any general meeting on any part of the business of the meeting.

7.8 Where a general meeting (including an annual general meeting) is convened by the Directors, they may, whenever they think fit, cancel the meeting or postpone the holding of the meeting to a date and time determined by them. The Directors may at their discretion give notice of cancellation – not giving notice does not affect the validity of the cancellation.

7.9 Written notice of cancellation or postponement of a general meeting must be given to all persons entitled to receive notices of general meetings from the Company at least three days before the date for which the meeting is convened and must specify the reason for postponement.

7.10 A notice postponing the holding of a general meeting must specify:

7.10.1 a date and time for the holding of the meeting; and

7.10.2 a place for the holding of the meeting, which may be either the same as or different from the place specified in the notice convening the meeting.

7.11 The number of days from the giving of a notice postponing the holding of a general meeting to the date specified in that notice for the holding of the meeting may not be less than the number of days’ notice of the meeting required to be given by this Constitution or the Corporations Law.

7.12 The only business that may be transacted at the general meeting that is postponed, is the business specified in the notice convening the meeting

7.13 The accidental omission to give notice of the postponement of a meeting to, or the non-receipt of any such notice by, any person entitled to notice does not invalidate that postponement or any resolution passed at a postponed meeting.

7.14 If

7.14.1 By the terms of an instrument appointing a proxy or attorney, a proxy or attorney is authorized to attend and vote at a general meeting to be held on a specified date or at a general meeting or general meetings to be held on or before a specified date; and

7.14.2 The date for holding the meeting is postponed to a date later than the date specified in the instrument of proxy or power of attorney then, by force of this sub-clause, that later date is substituted for and applies to the exclusion of the date specified in the instrument of proxy or power of attorney unless notice is given to the Company to the contrary in writing not less than 48 hours before the time to which the holding of the meeting has been postponed.

7.15 Sub-clauses 7.8 to 7.14 do not apply to a general meeting convened by the Directors in accordance with a requisition of Members under clause 7.1 or the Corporations Law.


8

8. Proceedings at General Meetings

8.1 The business of an annual general meeting is to receive and consider the profit and lossaccount, the balance sheet and the reports of the Directors and the Auditor, if required by law.

8.2 All business other than that referred to in sub-clause 5.1 which is transacted at an annual general meeting and all business transacted at any other general meeting is special business.

8.3 Subject to clause 8.6, the quorum of a general meeting of members shall always consist of greater than 50% of the National Executive who are present in person or by proxy in a properly convened meeting of the Company.

8.4 An item of business may not be transacted at a general meeting unless a quorum is present when the meeting proceeds to consider it, but if a quorum is present at the beginning of a meeting it is to be deemed present throughout the meeting unless the Chairman of the meeting on the Chairman’s own motion or at the instance of a Member, proxy or attorney who is present otherwise declares.

8.5 If within thirty (30) minutes after the time appointed for the meeting a quorum is not present, the meeting:

8.5.1 if convened on requisition of Members under section 249D, is dissolved; and

8.5.2 in any other case stands adjourned to the same day in the next week and the same time and place, or to such other day, time and place as the Directors appoint by notice to the Members and others entitled to notice of the meeting.

8.6 At any such adjourned meeting those Members who are present in person, by proxy or attorney at the meeting are a quorum and, if a quorum is not present within thirty (30) minutes after the time appointed for the adjourned meeting, the meeting is dissolved.

Chairman

8.7 The Chairman is entitled to preside at general meetings, but if the Chairman is not present and able and willing to act within thirty (30) minutes after the time appointed for a meeting, or has signified an intention not to be present and able and willing to act, the following may preside (in order of entitlement): the Deputy Chairman, a Director chosen by a majority of the Directors present, the only Director present, a Member, proxy and attorneys present.

8.8 If there is an equality of votes the Chairman of the meeting has a casting vote in addition to any votes to which the Chairman is entitled as a Member or proxy or attorney of a Member. The Chairman has a discretion both as to whether or not to use the casting vote and as to the way in which it is used.

8.9 Every question submitted to a meeting is to be decided by a show of hands, unless, before or on the declaration of the result of the show of hands a poll is demanded by:

8.9.1 the Chairman of the meeting;

8.9.2 not less than three (3) members present in person or by proxy or attorney and having the right to vote at the meeting; or

8.9.3 a member or Members so present representing not less than ten percent (10%) of the total voting rights of all the Members having the right to vote at the meeting,

and the demand for the poll is not withdrawn.

8.10 Unless a poll is so demanded and the demand is not withdrawn, a declaration by the chairman of the meeting that the motion has been carried or carried unanimously or without dissent or by a particular majority or lost and an entry to that effect in the minutes of the meeting are conclusive evidence of that and it is not necessary to prove the number or proportion of votes cast in favour of or against the motion.


9

8.11 If a poll is so demanded and the demand is not withdrawn, it must be taken in such manner and at such time and place and at once or after an interval or adjournment to otherwise as the Chairman of the meeting then or subsequently determines and the result of the poll is to be deemed the resolution of the meeting at which the poll was demanded.

8.12 A poll may not be demanded on the election of a Chairman of a meeting and a poll demanded on a question of adjournment is to be taken at the meeting without adjournment.

8.13 A demand for a poll does not prevent the continuation of the meeting for the transaction of any business other than the question on which the poll has been demanded.

8.14 Notwithstanding any other provisions of this constitution the company may hold a meeting of its members at two or more venues using any technology that gives the members as a whole a reasonable opportunity to participate.

Objection to voting qualification

8.15 Objection may not be raised to the right of a person to attend or vote at a meeting or adjourned meeting or to vote on a poll except at that meeting or adjourned meeting or when that poll is taken, and every vote not disallowed at the meeting or adjourned meeting or when the poll is taken is valid.

8.16 If there is a dispute as to the admission or rejection of a vote, the chairman of the meeting must decide it and the chairman’s decision made in good faith is final and conclusive.

Adjournment

8.17 The chairman of a meeting may with the consent of the meeting adjourn the meeting from time to time and place to place, but the only business that may be transacted at an adjourned meeting is the business left unfinished at the meeting from which the adjournment took place and section 249 W applies.

8.18 If a meeting is adjourned for more than 14 days, notice of the meeting consequent upon the adjournment must be given in accordance with clause 7.4.

9. Votes of Members

Voting Rights

9.1 Subject to any other provisions in this constitution:

9.1.1 on a show of hands, each member present in person and each other person present as proxy or attorney of a member has one vote; and

9.1.2 on a poll, each member present in person has one vote and each person present as proxy or attorney of a member has one vote for each member that the person represents.

Right to appoint proxy

9.2 A member entitled to attend a meeting of the Company is entitled to appoint another person as proxy to attend in the member’s place at the meeting provided that such person is entitled to vote at a National Conference and a proxy has the same right as the member to speak and vote at the meeting.

Instrument of proxy

9.3 An instrument appointing a proxy must be in writing under the hand of the appointor or the appointor’s attorney, and to the extent that the Directors permit, may be in respect of more than one meeting.

9.4 An instrument appointing a proxy must be in a form acceptable to the Directors generally or in a particular case.


10

9.5 A member may by Power of Attorney duly executed in the presence of at least one witness and, if necessary, duly stamped appoint an attorney to act on the member’s behalf at all or any of the meetings of the Company provided such attorney is entitled to vote at a National Conference.

Receipt of proxy and other instruments

9.6 To be effective, an instrument appointing a proxy and any power of attorney under which it is executed or a copy (verified by statutory declaration as a true copy) of the power of attorney, or an instrument appointing an attorney under clause 6.5, in either case together with such evidence of due stamping (if necessary) and execution and non-revocation of the power of attorney as the Directors may require, must be received by the Company at the Registered Office or at such other place as is specified for that purpose in the notice convening the meeting, not less than 48 hours before the time appointed for the meeting or adjourned or postponed meeting or poll which the appointee proposes to attend or on which the appointee proposes to vote.

Validity of vote in certain circumstances

9.7 A vote cast by a proxy or attorney is valid notwithstanding the previous revocation of that person’s authority by the death of the principal or otherwise, unless an intimation in writing of the revocation has been received at the Registered Office or by the Chairman of the meeting before the vote is cast.

10. Directors

Number of directors

10.1 The number of Directors must not be less than 3 nor more than the number of the NationalExecutive

10.2 A Director must be an elected member of the National Executive.

10.3 A natural person is entitled to election as a Director of the Company at a general meeting on the following basis:

10.3.1 The production to the Chairman of the meeting of a written certificate by the National Secretary that the person has been elected as a member of the National Executive. Such certificate to be retained with the minutes of the meeting; and

10.3.2 The person has signed a consent to act as a Director of the Company; and

10.3.3 The person is not otherwise disqualified from holding the office of Director under the Corporations Law.

11. Remuneration and expenses

11.1 A Director may not be paid any remuneration for services as a Director but is to bereimbursed out of the funds of the Company such reasonable travelling, accommodation and other expenses as the Director may incur when travelling to or from meetings of the Directors or a committee or when otherwise engaged on the affairs of the Company.

12. Vacation of office and conflict of interest

Vacation of office

12.1 The office of a Director is automatically vacated if the director:

12.1.1 ceases to be a director by virtue of, or becomes prohibited from being a Director because of an order made under, the Corporations Law;


11

12.1.2 becomes bankrupt or insolvent or makes an arrangement or composition with creditors of the Director’s joint or separate estate generally;

12.1.3 becomes of unsound mind or a person whose person or estate is liable to be dealt with in any way under a law relating to mental health;

12.1.4 resigns office by notice in writing to the Company or refuses to act;

12.1.5 is not present personally or by a proxy appointed under clause 11.8 at the meetings of the Directors for a continuous period of three months without leave of absence from the Directors;

12.1.6 is removed from office by a resolution under section 203D; or

12.1.7 Ceases to be a member of the National Executive.

Director’s interests

12.2 A Director who has a material personal interest in a matter that is being considered at a Directors meeting must not:

12.2.1 be present while the matter is being considered at the meeting; or

12.2.2 vote on the matter; unless

12.2.3 section 195(2) or 195(3) allows the Director to be present; or

12.2.4 the interest does not need to be disclosed under section 191

12.3 A Director may, notwithstanding the Director’s office and the fiduciary relationship established by it:

12.3.1 hold an office or place of profit (except that of Auditor) under the Company or under any body corporate in which the Company is a Member or otherwise interested;

12.3.2 enter into a contract with the Company as vendor, purchaser or otherwise and participate in any association, institution, fund; trust or scheme for past or present employees or Directors of the Company or any of its predecessors or their dependants or persons connected with them; and

12.3.3 retain for the Director’s own benefit any profit arising from any such office, place or profit or contract and any pension, allowance or other benefit because of that participation.

12.4 A contract entered into by or on behalf of the Company is not void or voidable by reason only that a Director is in any way directly or indirectly interested in it.

12.5 An interested Director may attest the affixing of the Seal to a contract or any other document.

12.6 In clause 12, where the context admits, “contract” includes an arrangement and a proposed contract or arrangement.

13. Powers of Directors

13.1 The management of the affairs of the Company are vested in the Directors and they mayexercise all such powers and do all such things as the Company is by its Constitution or otherwise authorized to exercise and do and are not by this Constitution or by statute required to be exercised or done by the Company in general meeting, subject nevertheless to the provisions of the Corporations Law and of this Constitution.


12

13.2 The Directors may borrow or raise money for the Company and secure the repayment, satisfaction or performance thereof or of any debts, liabilities, contracts or obligations incurred or undertaken by the Company in such manner and on such terms in all respects as they think fit.

14. Proceedings of Directors

Meetings

14.1 The Directors may meet for the dispatch of business adjourn and otherwise regulate theirmeetings and proceedings as they think fit.

14.2 A Directors’ meeting may be called or held using any technology consented to by all the directors. The consent may be a standing one. A Director may only withdraw their consent within a reasonable period before the meeting.

Quorum

14.3 Unless otherwise determined by a meeting of the Company at least half of the Directors present in person or by technology constitutes a quorum.

Effect of vacancy

14.4 The continuing Directors may act notwithstanding a vacancy in their number but, if and so long as their number is reduced below the minimum fixed by clause 7.1, the continuing Directors may, except in an emergency, act only for the purpose of filling vacancies to the extent necessary to bring their number up to that minimum or of summoning a general meeting.

Convening meetings

14.5 The Chairman or any three (3) Directors, may convene a meeting of the Directors.

14.6 A Director who is not in Australia is entitled to notice of a meeting of the Directors unless reasonable efforts to contact the Director are unsuccessful.

14.7 The President and Deputy President of AOG are respectively entitled to hold the offices of Chairman and Deputy Chairman.

14.8 The Chairman is entitled to preside at meetings of the Directors but, if the Chairman is not present and able and willing to act within 15 minutes after the time appointed for the meeting or has signified an intention not to be present and able and willing to act, the following may preside (in order of entitlement): the Deputy Chairman, a Director chosen by a majority of the Directors present.

How questions decided

14.9 Questions arising at a meeting of the Directors are to be decided by a majority of votes and in the event of an equality of votes the Chairman of the meeting has a casting vote.

14.10 The Chairman has a discretion both as to whether or not to use the casting vote and as to the way in which it is used.

Committees

14.10 The Directors may delegate any of their powers to committees consisting of such Director or Directors as they think fit and may revoke that delegation.

14.11 A Committee in the exercise of the powers so delegated must conform to any regulations imposed by the Directors.


13

14.12 Subject to this Constitution, the meetings and proceedings of a Committee consisting of three (3) or more Directors are governed by the provisions of this Constitution as to the meetings and proceedings of the Directors so far as they are applicable.

Written resolution

14.14 Subject to the Corporations Law, a resolution in writing signed by all the Directors who are for the time being in Australia or all the Members of a Committee who are for the time being in Australia, in either case being at least a quorum, is as valid and effectual as if it had been passed at a meeting of the Directors or Committee duly called and constituted at the time the resolution as last signed and may consist of several documents in like form each signed by one or more of the Directors or Members.

Technology

14.15 For the purposes of this Constitution the contemporaneous linking together by telephone or other means of instantaneous communication of a number of the Directors, being at least a quorum, whether or not any one or more of them is out of Australia, is to be deemed to constitute a meeting of the Directors and all the provisions of this Constitution as to meetings of the Directors apply to such a meeting if the following conditions are met:

14.15.1 all the Directors entitled to notice of a meeting of the Directors received notice of the meeting and for this purpose notice of the meeting may be given on the telephone;

14.15.2 all the Directors wanting to take part in the meeting are linked by telephone for the purposes of the meeting; and

14.15.3 at the commencement of the meeting each Director taking part acknowledges the respective Director’s presence for the purposes of the meeting to all other Directors taking part and acknowledges that the Director is able to hear each of the other Directors taking art.

14.16 A Director may not leave a telephone meeting by disconnecting the telephone without the consent of the Chairman of the meeting and a Director is to be deemed to be present and form part of the quorum throughout the meeting unless the Director has obtained the consent of the Chairman of the meeting to leave the meeting.

14.17 A minute of the proceedings at a telephone meeting is sufficient evidence of the proceedings and the observance of all necessary formalities if it is certified as a correct minute by the Chairman of the meeting.

Validity of acts of directors

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

15. Executive Director

Appointment and removal

15.1 The Directors may appoint one or more of their number to the office of Executive Directoreither for a fixed term or without limitations as to period of appointment but not for life, and may remove a person so appointed and appoint another instead

15.2 An Executive Director, subject to the provisions of any contract with the Company, is subject to the same provisions as to resignation and removal as the other Directors and automatically ceases to be an Executive Director on ceasing to be a Director.


14

Remuneration

15.3 The Directors may determine the remuneration of an Executive Director.

Powers

15.4 The Directors may confer on an Executive Director such of the powers conferred on the Directors by this Constitution, for such time, to be exercised for such purposes, on such terms and with such restrictions as they think fit and all or any of those powers may be conferred collaterally with but not to the exclusion of the powers of the Directors and may be revoked or varied by the Directors.

16. Secretary

16.1 A Secretary holds office on such terms and conditions, as to remuneration and otherwise, asthe Directors determine. The National Secretary is entitled to appointment as Secretary.

17. Execution of Documents

17.1 The Company may execute a document without using a common seal if the document issigned by:

17.1.1 Two Directors of the Company; or

17.1.2 A Director and a Company Secretary of the Company; or

17.1.3 A person authorized by the Directors to execute a document.

18. Inspection of Books

18.1 Subject to the Corporations Law and any resolution of the Company in general meeting, theDirectors may determine whether and to what extent and at what times and places and under what conditions and regulations the books and documents of the Company or any of them will be open to inspection by the Members and other persons.

18.2 A Member or other person, not being a Director, has no right to inspect any of the books or documents of the Company as conferred by statute or authorised by the Directors or by a resolution of the Company in general meeting and is not entitled to require or receive any information concerning the affairs of the Company.

19. Service and Documents

19.1 A notice or other documents may be delivered or served by the Company either personallyor by sending it:

19.1.1 in the case of a Member who does not have a registered address in Australia, by airmail post; and

19.1.2 in any case, by ordinary post, and is at the risk of the addressee as soon as it is given or posted.

19.2 A Member whose registered address is not in Australia may specify in writing an address in Australia to be deemed the Member’s registered address within the meaning of this clause.

19.3 A document sent by post is to be deemed received or served on the day next following that on which it was posted and in proving delivery or service it is sufficient to prove that the envelope or wrapper containing the document was properly addressed and stamped and was posted.

19.4 A certificate signed by a Director, Secretary or other officer of the Company that a document or its envelope or wrapper was properly addressed and stamped and was posted is conclusive evidence of those facts.


15

19.5 A notice may be served by the Company on a Member or other person receiving notice under this Constitution by sending it by facsimile to that person at the person’s registered address. A notice so sent is to be deemed served on the day following production of a transmission report by the machine from which the facsimile was sent which indicates that the facsimile was sent in its entirety to the person’s facsimile number.

19.6 Subject to the Corporations Law:

19.6.1 if a given number of days’ notice or notice extending over any other period is required to be given, the day on which the notice is to be deemed served and in case of a notice convening a meeting the day on which the meeting is to be held are to be excluded in calculating the number of days or other period;

19.6.2 if this Constitution requires or permits a notice to be given by the Company, the Directors or the Secretary, neither accidental omission to give the notice nor non-receipt of the notice invalidates the meeting, resolution, procedure or matter to which the notice relates;

19.6.3 the signature to a written notice need not be handwritten;

19.6.4 all summonses, notices, processes, judgments and orders in relation to any legal proceedings by the Company or its liquidator against a Member may be served by certified or registered post (the foregoing provisions as to notices applying with the necessary changes) and that service is to be deemed personal service.

20. Use of Property on Winding Up

20.1 If upon the winding up or dissolution of the Company there remains, after satisfaction of allits debts and liabilities, any property whatsoever (surplus), the surplus shall not be paid to or distributed amongst the Members of the Company.

20.2 The surplus shall be given or transferred to some other institution or institutions approved by the Commission of Taxation as a Tax Concession Charity, such institution

20.2.1 having objects similar to the objects of the Company; and

20.2.2 whose constitution shall prohibit the distribution of its or their income or property amongst its or their members to an extent at least as great as imposed on the Company; and

20.2.3 such institutional or institutions to be determined by the members of the Company at or before the time of dissolution and in default thereof by a judge of the Supreme Court of a State or Territory.

21. Indemnity

Indemnity

21.1 Every person who is or had been a Director, Secretary or Executive Officer of the Companymay, if the Directors so determine, be indemnified, to the maximum extent permitted by law, out of the property of the Company against any liabilities for costs and expenses incurred by that person:

21.1.1 in defending any proceedings relating to that person’s position with the Company, whether civil or criminal, in which judgment is given in that person’s favour or in which that person is acquitted or which are withdrawn before judgment; or

21.1.2 in connection with any administrative proceedings relating to that person’s position with the Company, except proceedings which give rise to civil or criminal proceedings against that person in which judgment is not given in that person’s favour or in which that person is not acquitted or which arise out of conduct involving a lack of good faith; or


16

21.1.3 in connection with any application in relation to any proceedings relating to that person’s position with the Company, whether civil or criminal, in which relief is granted to that person under the Corporations Law by the court.

21.2 Every person who is or has been a Director, Secretary or Executive Officer of the Company may, if the Directors so determine, be indemnified to the maximum extent permitted by law, out of the property of the Company against any liability to another person (other than the Company or its Related Bodies Corporate) as such an officer unless the liability arises out of conduct involving a lack of good faith.


Constitution of AUSTRALIAN CHRISTIAN CHURCHES A.C.N. …...Constitution Of AUSTRALIAN CHRISTIAN...

Documents

Transcript of Constitution of AUSTRALIAN CHRISTIAN CHURCHES A.C.N. …...Constitution Of AUSTRALIAN CHRISTIAN...