CONSTITUTION Memorandum of Association... · 2019-12-19 · Association, an expression has, in a provision of this Memorandum of Association which deals with a matter dealt with by

CONSTITUTION

Memorandum of Association

Australian Council of The Royal Flying Doctor Service of Australia

A company limited by guarantee

Constitution As amended 17 November 2017

ii

Memorandum of Association Contents

1 Name 1

2 Definitions and Interpretation 1

2.1 Definitions 1

2.2 Interpretation 2

3 Objects of the Company 2

3.1 Objects 2

4 Powers of Company 5

4.1 Powers 5

4.2 Company cannot operate as trade union 7

5 Income and Property of Company 7

5.1 Application of income and property for objects only 7

5.2 No dividend, bonus or profit paid to Member 8

5.3 Payments by Company in good faith 8

5.4 Remuneration or other benefits of Directors and Independent

Directors 8

5.5 No appointment of Director or Independent Directors to

salaried office 8

6 Liability of Members 8

6.1 Limited liability of Members 8

6.2 Member undertaking 9

7 Surplus Assets on Winding up or Dissolution 9

7.1 Application of property on winding up 9

Original Subscribers 9

Constitution As amended on 17 November 2017 1

Memorandum of Association

1 Name

The name of the Company is “AUSTRALIAN COUNCIL OF THE ROYAL

FLYING DOCTOR SERVICE OF AUSTRALIA”.

2 Definitions and Interpretation

2.1 Definitions

In this Memorandum of Association:

“Australian Council” means the Members in General Meeting.

“Board” means the board of directors of the Company constituted as

provided by the Articles of Association.

“Company” means the AUSTRALIAN COUNCIL OF THE ROYAL

FLYING DOCTOR SERVICE OF AUSTRALIA.

“Current Member Organisations” means the organisations (other than

Frontier Services) which are members of the Company upon the adoption of

the 2006 amendments to this Memorandum of Association, being:

Royal Flying Doctor Service of Australia (Central Operations)

Incorporated

Royal Flying Doctor Service of Australia (Eastern Goldfields WA

Section) Incorporated

Royal Flying Doctor Service of Australia (South Eastern Section)

Royal Flying Doctor Service of Australia (Queensland Section)

Royal Flying Doctor Service of Australia Tasmanian Section

(Incorporated)

Royal Flying Doctor Service of Australia (Victorian Section)

Royal Flying Doctor Service of Australia (Western Australian


RFDS Western Operations

“Director” means a director of the Company in accordance with the Articles

of Association.

“Health Services” means all manner of services relating to the physical,

mental and social well-being of individuals including the provision of

preventative, ill health and public health services and health education and

without limiting the foregoing includes the treatment of sick or injured

individuals; the provision of the services of trained personnel, ambulance

services, medical facilities and accommodation; the supply of pharmaceutical

and therapeutic goods; the provision of health education and preventative


public health services; the provision of the above health services (including

aerial health services) to rural or remote areas.

“Member Organisations” means such of the Current Member Organisations

as is a member of the Company for the time being and any other Organisation

which is a member of the Company for the time being (other than Frontier

Services).

“Members” has the meaning given in Article 3.1 of the Articles of

Association of the Company.

“Organisation” includes a body corporate, an unincorporated association and

a trust.

2.2 Interpretation

2.2.1 In this Memorandum unless the contrary intention appears:

(a) words importing any gender include all other genders;

(b) words importing persons include bodies corporate, unincorporated

associations and trusts;

(c) words importing the singular include the plural and vice versa; and

(d) a reference to a statute (or to a provision of a statute) means the

statute or provision as modified or amended and in operation for the

time being or any statute or provision enacted in lieu thereof and

includes any regulation or rule for the time being in force under the

statute or provision.

2.2.2 Except where the contrary intention appears in this Memorandum of

Association, an expression has, in a provision of this Memorandum of

Association which deals with a matter dealt with by a particular provision of

the Corporations Act, the same meaning as in that provision of the

Corporations Act.

2.2.3 Headings are inserted for convenience only and do not affect the

interpretation of this Memorandum of Association.

3 Objects of the Company

3.1 Objects

The objects of the Company are:

(a) to enhance the role and functions of the Royal Flying Doctor Service

in Australia, and support Member Organisations in, the delivery of

Health Services;

(b) to foster develop and safeguard the health of residents in Australia its

dependencies and territories (in particular but not limited to sparsely

settled areas) by promoting, supporting, providing or procuring the

provision of readily available Health Services and to otherwise


develop and extend the concept and ideals which inspired the

Reverend John Flynn OBE and the other originators and supporters of

the experimental aerial medical service established by the Australian

Inland Mission of the Presbyterian Church of Australia;

(c) to act as the central co-ordinating body for Member Organisations

and to encourage, plan and execute strategies to increase interaction

between Member Organisations for the purpose of achieving the

objectives of the Company and the Member Organisations;

(d) to achieve coordinated provision of Health Services in Australia by

Member Organisations and the Company in a manner which:

(i) promote the efficient allocation and use of the scarce human,

capital and financial resources available to the Company and

the Member Organisations;

(ii) achieve the provision of the highest quality Health Services

by Member Organisations; and

(iii) secure the efficient raising of funds for the purposes of the

Company and the Member Organisations;

(e) to develop national policies, standards and systems (“Policies”) to be

used to guide or mandate the business activities of the Member

Organisations;

(f) to oversee and facilitate the implementation of its Policies by the

Member Organisations;

(g) to make an active and coherent contribution to national health policy

debate and subsequent policy development;

(h) to act as medium of communication for Member Organisations with

the Government of Australia and, where appropriate, in consultation

with the relevant Member Organisations to act as a medium of

communication with the governments of the States and Territories in

which Member Organisations provide Health Services;

(i) to proactively engage in activities (either on its own accord or with

the assistance of external consultants) to elicit government support

and funding to advance the objectives of the Company at a

Commonwealth level and (where the Board determines it to be

appropriate), in collaboration with relevant Operating Sections, at a

State level;

(j) to develop a reputation and capability for being a valued source of

knowledge on Health Services for the benefit of Member

Organisations and other people and organisations (as the Board

determines to be appropriate);


(k) to investigate and establish a centralised knowledge management

system to allow Member Organisations to access information such as

policies, procedures or operations;

(l) to collate, collect and analyse organisational performance data of each

Member Organisation, using a defined data set and key performance

indicators as determined by the Board from time to time, for the

purposes of monitoring activities, including but not limited to

financial health, level of operating activities, media activity and

funding issues;

(m) with the Member Organisations, to develop a national marketing plan

(including fundraising and sponsorship activities) covering

opportunities which the Board determines are appropriate to be

managed and led by the Company or require collaboration amongst

the Company and the Member Organisations and implementing that

plan;

(n) to own and protect the logo and trademarks for the Royal Flying

Doctor Service in Australia and to manage the use and protection of

any logo, trademark or brand owned by the Company;

(o) with the Member Organisations, to develop and implement a common

approach to national marketing and public relations activities

including but not limited to website presentations, printed marketing

materials and media presentations as the Board determines to be

appropriate;

(p) to negotiate, enter into and administer contracts with the Australian

Government, including contracts for services provided by Member

Organisations which are negotiated in conjunction with the relevant

Member Organisations;

(q) to coordinate national purchasing arrangements (where the Board

determines to be appropriate) to ensure efficient, effective and price

competitive purchasing of goods and services for the Company and


(r) to establish, set the agenda of and act as the Secretariat for standing

committees of representatives of the Member Organisations on

matters which the Board determines to be appropriate;

(s) to establish and/or assist in the establishment of Health Services;

(t) (where the Board determines it to be appropriate) to foster, promote,

assist, and conduct research in medicine aviation communications and

other matters relating to the health, morale, and physical and mental

well-being of individuals, particularly those in sparsely settled areas;

(u) (where the Board determines it to be appropriate) to promote the

interests of doctors, nurses, air pilots, aircraft engineers and

communications officers, particularly those serving in sparsely settled

areas;


(v) to represent generally the views of persons connected with the

provision of Health Services in regional and remote areas and to

consider, originate and promote reforms and improvements in the

provision of Medical and Nursing services in these areas;

(w) to establish and maintain relations with bodies having similar objects

elsewhere in Australia or overseas;

(x) to establish and assist in the establishment of libraries and to provide

and acquire for them copies of reports and other papers bearing on

Health Services, particularly in sparsely settled areas throughout the

world, and to publish information relating to the provision of Health

Services;

(y) to take such steps by personal or written appeals, public meetings

representations to Parliament and other bodies to promote any of the

objects of the Company or any Member Organisation, provided that

these powers will not be used to further the interests of other persons

where the interests of the Company or any Member Organisation are

not directly or indirectly involved;

(z) to provide opportunities and assistance for study and research;

(aa) to subscribe and to make donations of the Company’s funds to or

otherwise aid public benevolent or charitable or national or other

institutions or objects of a public character or that have in the opinion

of the Board any moral or other claims to support or aid by the

Company by reason of the locality and nature of their operations or

otherwise having regard to the objects of the Company whether or not

such aid is to the advantage of the Company;

(bb) to assist in providing medical aid for mission and philanthropic

societies caring for the health or well-being of aborigines;

(cc) to encourage landowners and others to utilise aviation and make

landing grounds available to the Company and Member

Organisations and to ensure the inclusion of such landing grounds in

suitable charts; and

(dd) to establish and/or assist in the establishment and operation of

contributory schemes and to alleviate charges for Health Services.

In pursuing its objects the Company may act alone or in conjunction with all

or any of the Member Organisations.

4 Powers of Company

4.1 Powers

Solely for the purpose of carrying out the objects of the Company and not

otherwise, and subject to clause 4.2, the Company may not exercise any

powers other than the following powers:


(a) to make grants of money and other property on such terms and

conditions as the Board may think fit to Member Organisations the

constituent documents of which prohibit the distribution of income

and property among their members to an extent at least as great as

that imposed on the Company pursuant to clause 5 of this

Memorandum of Association;

(b) to retain the services of doctors, nurses, communication officers, air

pilots, engineers, administrative staff and other persons as employees

or otherwise on such terms and conditions (including the provision of

superannuation benefits) as the Board considers fit;

(c) to establish rules of conduct, policies and procedures for persons

whose services are retained by the Company or by Member

Organisations;

(d) to purchase, take on lease or in exchange hire or otherwise acquire

any real or personal property;

(e) to acquire either by purchase or otherwise any patents, trade marks,

copyrights or licences and to grant or accept licences to use patents,

trade marks, copyrights, designs or secret processes;

(f) to sell, let, mortgage or otherwise deal with the whole or any part or

parts of any land or other buildings or other property whether real or

personal. In case the Company shall take or hold any property which

may be subject to any trusts the Company shall only deal with the

same in such manner as allowed by law having regard to such trusts;

(g) to borrow or otherwise raise money for the purposes of the Company

or any member Organisations and in order to secure the repayment

thereof, to create, execute and issue mortgages, debenture, stock or

other securities with or without charge upon all or any of the property

of the Company;

(h) to draw, make, accept, endorse, discount, execute and issue cheques,

promissory notes, bills of exchange, bills of lading, warrants,

debentures and other negotiable or transferable instruments and also

to effect policies of insurance and to endorse and negotiate the same;

(i) to take or accept any gift of property whether real or personal and

whether subject to any special trust or not and undertake all manner

of fund raising activities;

(j) to undertake any business incidental to the activities and operations of

the Company;

(k) to undertake and execute any trusts;

(l) to invest the moneys of the Company upon such securities or

otherwise as may from time to time be determined by the Board;

(m) to pay all costs, charges and expenses of the promotion and

establishment of the Company and its Board;


(n) to pay underwriting commission and brokerage on any stock

securities issued by the Company, any Member Organisation and any

other corporation with any objects similar to the Company;

(o) to take up shares in or enter into arrangements for joint working or

amalgamation or union of interests with any other company,

association, firm or person with any objects similar to those of the

Company;

(p) to establish, promote, subscribe to, become a member of or otherwise

co-operate with and assist any charitable association or organisation

(whether or not incorporated) provided that the Company shall not

subscribe to or support with its funds any such body which does not

prohibit the distribution of its income and property among its

members to an extent at least as great as that imposed on the

Company pursuant to clause 5 of this Memorandum of Association;

(q) to give any guarantee and/or indemnity, either with or without

security, for the payment of any money or the performance of any

obligations or undertakings by any person;

(r) to sell, dispose of or transfer the undertaking and all or any of the

property of the Company for cash or for stock, shares or securities of

any company or for other consideration;

(s) to enter into any arrangement with any Government or authority,

supreme, municipal, local or otherwise and to obtain from such

Government or authority any rights, privileges or concessions and to

carry out exercise and comply with such arrangements, rights,

privileges or concessions;

(t) to do all things as are incidental or conducive to the attainment of any

of the objects of the Company; and

(u) to do all or any of the things herein authorised either alone or in

conjunction with or as factors, trustees or agents for others (including

any Member Organisation) and by or through factors, trustees or

agents or any Member Organisation.

4.2 Company cannot operate as trade union

Nothing in clause 4.1 shall permit the Company to support with its funds any

activity or endeavour to impose on or procure to be observed by the Member

Organisations, their employees and others any regulations or restrictions

which if an object of the Company would make it a trade union within the

meaning of the Workplace Relations Act 1996 (Cwlth).

5 Income and Property of Company

5.1 Application of income and property for objects only

The income and property of the Company shall be applied solely towards the

promotion of the objects of the Company as set out in this Memorandum of

Association.


5.2 No dividend, bonus or profit paid to Member

No income or property of the Company shall be paid or transferred, directly

or indirectly, by way of dividend, bonus or otherwise, to any Member other

than a Member Organisation the constituent documents of which prohibit the

distribution of its income and property among its members to an extent at

least as great as that imposed on the Company pursuant to clause 5 of this

Memorandum of Association.

5.3 Payments by Company in good faith

Nothing in this clause 5 of this Memorandum shall prevent the payment in

good faith of:

(a) remuneration to any employee of the Company for services actually

rendered to the Company;

(b) an amount to any Member in return for any services actually rendered

to the Company or for goods supplied in the ordinary and usual

course of business;

(c) interest (at a rate not exceeding any rate which may at any time be

fixed for the purpose of this paragraph in accordance with the Articles

of Association) on money borrowed from any Member; or

(d) reasonable and proper rent for premises let by a Member.

5.4 Remuneration or other benefits of Directors and Independent

Directors

No remuneration or other benefit in money or money’s worth shall be paid or

given by the Company to any Director except:

(a) reimbursement of out-of-pocket expenses;

(b) interest on money lent (as provided in clause 5.3(c)); or

(c) reasonable rent for premises let to the Company.

5.5 No appointment of Director or Independent Directors to salaried

office

No Director shall be appointed to any salaried office of the Company or any

office of the Company paid by fees and no holder of such an office shall be

appointed as a Director.

6 Liability of Members

6.1 Limited liability of Members

The liability of the Members is limited.


6.2 Member undertaking

Every Member undertakes to contribute to the assets of the Company in the

event that it is wound up during the time that he is a member or within one

year afterwards, for payment of the debts and liabilities of the Company

contracted before the time at which he ceases to be a member and of the

costs, charges and expenses of winding up the Company and for the

adjustment of the rights of the contributories among themselves, such amount

as may be required not exceeding $2.00.

7 Surplus Assets on Winding up or Dissolution

7.1 Application of property on winding up

If the company is wound up or its endorsement as a deductible gift recipient is

revoked (whichever occurs first), any surplus of the following assets shall be

transferred to other organisations with similar objects, which are charitable at

law, to which income tax deductible gifts can be made:

a) gifts of money or property for the principal purpose of the organisation

b) contributions made in relation to an eligible fundraising event held for

the principal purpose of the organisation

c) money received by the organisation because of such gifts and

contributions.

Original Subscribers

WE, the several persons whose names and addresses are subscribed, are desirous of

being formed into a company in pursuance of this Memorandum of Association.

Signatures of Subscribers Witness to Signatures

JOHN NEWMAN MORRIS

14 Collins Street

MELBOURNE VIC (Medical Practitioner)

JOHN WILTON COLLINGS

434 Collins Street

MELBOURNE VIC (Chartered Accountant)

W L SANDERSON

St Georges Terrace

PERTH WA

(Pastoralist)

J W COLLINGS

GEORGE SIMPSON

Upper Heidelberg Road

IVANHOE VIC

J W COLLINGS


(Medical Practitioner)

C W D CONACHER

17 Bridge Street

SYDNEY NSW

(Company Manager)

J W COLLINGS

GEORGE BELL

133 Macquarie Street

SYDNEY NSW (Surgeon)

J W COLLINGS

ALEXANDER SOMMERVILLE

HOUSTON The Manse

BOX HILL NSW

(Minister of Religion)

J W COLLINGS

ROBERT CLAUDE RACKLYEFT

The Manse

GLEBE NSW

(Minister of Religion)

J W COLLINGS

E O BLACK

33 Stanley Street

NEDLANDS WA

(Retired Civil Servant)

J W COLLINGS

DATED the 25th day of September 1936.


CONSTITUTION

Articles of Association

Australian Council of The Royal Flying Doctor Service of Australia

A company limited by guarantee

Constitution As amended on 17 November 2017 i

1 Definitions and Interpretation 1

1.1 Definitions 1

1.2 Interpretation 3

2 Special Obligations of Membership 4

2.1 Acknowledgments of relationships and roles 4

2.2 Development and implementation of Policies 6

2.3 Member Organisations to keep and audit accounts 7

2.4 Confidentiality 7

2.5 Action required on ceasing to be Member 7

3 Membership 7

3.1 Members 7

3.2 Admission to membership - Organisations 8

3.3 Information Required from Member Organisations 9

3.4 Cessation of membership - Organisations 9

3.5 Independent Directors 10

3.6 Associate Member 10

4 Membership Fees 12

4.1 Annual Budgets 12

4.2 Determination of annual membership fees 12

4.3 Payment of annual membership fees 12

4.4 Special levies 12

4.5 Liability for fees and levies before membership ceases 12

4.6 Default notices 12

4.7 No fees for Independent Directors 13

5 General Meetings 13

5.1 Annual General Meeting 13

5.2 Extraordinary General Meeting 13

5.3 Notice of General Meetings 13

5.4 Special Business 13

6 Proceedings at General Meetings 13

6.1 Quorum 13

6.2 Failure to Achieve a Quorum 13

6.3 Official Observers/Chief Executive Officer 14

6.4 Chairman 14

6.5 Adjournments 14

6.6 Voting at General Meetings 15

6.7 Representatives and proxies 15

6.8 Voting by Written Resolution 16

6.9 Meetings by Simultaneous Communication between Voting

Members 17

7 Board 17

7.1 Composition 17

7.2 Appointment of Nominated Directors 17

7.3 Appointment of Independent Directors 18

7.4 Vacation of office 18

7.5 Vacancy 19

7.6 No remuneration 19

Constitution As amended on 17 November 2017 ii

7.7 Associate Councillors 19

8 Officers of the Board 19

8.1 Appointment 19

8.2 Maximum terms 19

8.3 Removal 20

8.4 Casual vacancy 20

8.5 Current appointments lapse 20

8.6 Patron 20

9 Powers of the Board 20

9.1 General management and control 20

9.2 Borrowing powers 20

9.3 Interest payable to Members 21

9.4 Cheques 21

10 Proceedings of Board 21

10.1 Board regulates its meetings 21

10.2 Quorum 21

10.3 Convening meetings 21

10.4 Chairman 21

10.5 Voting 21

10.6 Exercise powers 22

10.7 Written resolutions 22

10.8 Meetings by telephone 22

10.9 Alternate Directors 22

10.10 Acts valid 22

10.11 Chief Executive Officer 23

11 Advisory Panels 23

11.1 Appointment 23

11.2 Termination 23

11.3 Attendance 23

12 Directors’ Interests 23

13 Minutes 23

13.1 Minutes to be made 23

13.2 Verification 24

13.3 Circulation of copies 24

14 Chief Executive Officer 24

14.1 Appointment 24

14.2 Responsibilities 24

14.3 Company Secretary, Principal Executive Officer, Public Offer 24

15 Seal 24

15.1 Safe Custody and Use 24

15.2 Affixation of the Seal 24

16 Accounts and Audit 25

16.1 Proper Accounts 25

16.2 Annual Accounts 25

Constitution As amended on 17 November 2017 iii

16.3 Inspection of Accounts 25

16.4 Appointment of Auditor 25

17 Registered Office 25

18 Notices 25

18.1 Service of Notices 25

18.2 Notice of General Meetings 26

19 Winding-up 26

20 Indemnity of Officers 26

Royal Flying Doctor Service of Australia Articles of Association - 17 November 2017 Page 1

1 Definitions and Interpretation

1.1 Definitions

In these Articles of Association:

“Annual Term” means the period commencing at the end of an Annual

General Meeting and ending at the conclusion of the next Annual General

Meeting.

“Articles” means the part of the Constitution of the Company being these

Articles of Association of the Company as amended for the time being and a

reference to a particular Article has a corresponding meaning.

“Associate Member” means a person holding office as Associate Member

for the time being pursuant to the Articles.

“Australian Council” means the Members in General Meeting.

“Company” means AUSTRALIAN COUNCIL OF THE ROYAL FLYING

DOCTOR SERVICE OF AUSTRALIA.

“Board” means the board of directors of the Company constituted as

provided in the Articles.

“Business Day” means a day that is not a Saturday, a Sunday or a public

holiday or bank holiday in the State or Territory in which the Head office is

situated.

“Chairman” means the Director holding the office of Chairman for the time

being pursuant to the Articles.

“Chief Executive Officer” means the person holding the office of Chief

Executive Officer for the time being pursuant to the Articles.

“Constitution” means the Articles and Memorandum.

“Corporations Act” means the Corporations Act 2001 (Cwlth).

“Current Member Organisations” means the organisations (other than

Frontier Services) which are members of the Company upon the adoption of

the June 2006 amendments to the Memorandum, being:


Incorporated

Royal Flying Doctor Service of Australia (Eastern Goldfields WA






(Incorporated)


Royal Flying Doctor Service of Australia (Western Australian



“Deputy Chairman” means the Director holding the office of Deputy

Chairman for the time being pursuant to the Articles.

“Director” means a director of the Company in accordance with Article 7.1

and being a person appointed for the time being as a Nominated Director or

an Independent Director.

“Frontier Services” means Uniting Church Frontier Services.

“General Meeting” means a general meeting of the Members held pursuant

to the Articles, being either an Annual General Meeting or an extraordinary

general meeting of the Company.

“Head Office” means the office of the Company at which the Chief

Executive Officer is based.

“Independent Director” means a person appointed as such for the time

being by the Board under the Articles.

“Health Services” has the same meaning as in the Memorandum.

“Members” has the meaning given in Article 3.1.

“Member Organisation” means such of the Current Member Organisations

as is a member of the Company for the time being and any other Organisation

which is a member of the Company for the time being (other than Frontier

Services).

“Memorandum” means the part of the Constitution of the Company being

the Memorandum of Association of the Company as amended for the time

being.

“Nominated Director” in respect of a Nominating Member Organisation

means the person appointed as such by that Nominating Member

Organisation for the time being.

“Nominating Member Organisation” means:




Incorporated





(Incorporated)

“Operating Sections” means Member Organisations which are providing

Health Services, being upon the adoption of the June 2006 amendments to the

Memorandum:





Incorporated

“Organisation” includes a body corporate, an unincorporated association and

a trust.

“Register of Members” means the register of members kept by the Company

pursuant to the Corporations Act.

“Representative” means the person appointed to attend and vote on behalf of

a Member Organisation at a General Meeting and in default of such

appointment a person permitted to do so pursuant to the Articles.

“Seal” means the common seal of the Company.

“Voting Member” means a Member entitled to vote on the resolution

concerned and includes a Representative, proxy or attorney of such a

Member.

1.2 Interpretation

1.2.1 In the Articles unless the contrary intention appears:

(a) words importing any gender include all other genders;

(b) words importing persons include bodies corporate unincorporated

associations and trusts;

(c) words importing the singular include the plural and vice versa; and

(d) a reference to a statute (or to a provision of a statute) means the

statute or provision as modified or amended and in operation for the

time being or any statute or provision enacted in lieu thereof and

includes any regulation or rule for the time being in force under the

statute or provision.

1.2.2 Except where the contrary intention appears in the Articles, an expression in a

provision of the Articles which deals with a matter dealt with by a particular


provision of the Corporations Act, has the same meaning as in that provision

of the Corporations Act.

1.2.3 Headings are inserted for convenience only and do not affect the construction

of the Articles.

2 Special Obligations of Membership

2.1 Acknowledgments of relationships and roles

2.1.1 The Company and each Member Organisation acknowledges that the primary

purpose of the Company is to enhance the role and functions of the Royal

Flying Doctor Service in Australia, and support all Member Organisations in,

the delivery of Health Services.

2.1.2 Each Member Organisation acknowledges and agrees that the Company will

be responsible for:

(a) developing national policies, guidelines and standards (“Policies”)

over matters referred to in the following paragraphs or which

otherwise have implications beyond individual Member

Organisations or which have general application (“Matters of

National Significance”) for the purposes of guiding or mandating (as

the Board determines to be appropriate) the activities of the Company

and the Member Organisations;

(b) overseeing and facilitating the implementation of its Policies on

Matters of National Significance by the Member Organisations;

(c) ensuring that the Company, together with the Member Organisations,

make an active and coherent contribution to national health policy

debate and subsequent policy development;

(d) collating, collecting and analysing organisational performance data of

each Member Organisation, using a defined data set and key

performance indicators as determined by the Board from time to time,

for the purposes of monitoring activities including but not limited to

financial health, level of operating activities, media activity and

funding issues;

(e) with the Member Organisations, developing a national marketing plan

(including fundraising and sponsorship activities) covering the

opportunities which the Board determines are appropriate to be

managed and led by the Company or require collaboration amongst

the Company and the Member Organisations, and implementing that

plan;

(f) owning and protecting the logo and trademarks for the Royal Flying

Doctor Service in Australia and managing the use and protection of

any logo, trademark or brand owned by the Company;

(g) with the Member Organisations, developing and implementing a

common approach to national marketing and public relations

activities including but not limited to website presentation, printed


marketing materials and media presentations as the Board determines

to be appropriate;

(h) proactively engaging in activities (either on its own accord or with the

assistance of external consultants) to elicit government supporting

and funding to advance the objectives of the Company at a

Commonwealth level and (where the Board determines it to be

appropriate), in collaboration with relevant Operating Sections, at a

State level;

(i) developing a reputation and capability for being a valued source of

knowledge on:

(i) aerial Health Services; and

(ii) Health Services in remote locations;

for the benefit of Member Organisations and other people and

organisations (as the Board determines to be appropriate);

(j) investigating and (where the Board determines it to be appropriate)

establishing a centralised knowledge management system to allow

Member Organisations to access information such as policies,

procedures or operations;

(k) negotiating, entering into and administering contracts with the

Commonwealth Government, including contracts for services

provided by Member Organisations which are negotiated in

conjunction with the relevant Member Organisations;

(l) coordinating national purchasing arrangements (where the Board

determines it to be appropriate) to ensure efficient, effective and price

competitive purchasing of goods and services for the Company and


(m) encouraging, planning and executing strategies to increase interaction

between Member Organisations for the purpose of achieving the

objectives of the Company; and

(n) establishing, setting the agenda of and acting as the Secretariat for

standing committees of representatives of the Member Organisations

on matters which the Board determines to be appropriate.

2.1.3 The Company and each Member Organisation acknowledges that each

Member Organisation is independent and is individually responsible for the

conduct of its own affairs and, in the case of the Operating Sections, the

provisions of Health Services in its operations area. The Company

acknowledges in respect of each Member Organisation and each Member

Organisation acknowledges in respect of each other Member Organisation

that:

(a) its acts and omissions may affect the affairs and activities of the

others;


(b) there are major benefits to be realised for the others from

coordinating their activities so as to maximise the use of the resources

available to them and to avoid duplication of effort; and

(c) it is in the interest of each of the Member Organisations that the

Policies adopted by the Board on Matters of National Significance be

complied with by each Member Organisation and the Company and

that the Board oversees and facilitates the implementation of such

Policies by each of the Member Organisations.

2.1.4 The Board may enter into one or more agreements with the Member

Organisations to expand upon or clarify the delegation of responsibilities,

duties and obligations under this Article 2, and Article 2.1.2 must be

interpreted in accordance with those agreements.

2.1.5 Each Member Organisation must do all things necessary to co-operate with

and assist with the matters set out in Article 2.1.2.

2.2 Development and implementation of Policies

2.2.1 Before the Board adopts any Policy on a Matter of National Significance the

Board shall consult with each Member Organisation, give the Member

Organisations a reasonable opportunity to review and comment on draft

Policies and take into account any factors peculiar to the region or operations

of each Member Organisation. The Board may adopt a Policy on a Matter of

National Significance by resolution at a Board meeting.

2.2.2 Each Member Organisation and the Company must abide by and implement

the Policies on Matters of National Significance which are adopted by the

Board.

2.2.3 Each Member Organisation must do all things necessary to co-operate with

and assist the Company to identify and develop Policies on Matters of

National Significance and to enable it to oversee and facilitate the

implementation of those Policies which are adopted by the Board. Each

Member Organisation will do all things reasonably necessary to co-operate

with and assist any other Member Organisation in the implementation of

Policies which are adopted by the Board.

2.2.4 No Policy on a Matter of National Significance may:

(a) require a Member Organisation to transfer (either permanently or on

some other basis) any of its assets (including, without limitation,

cash, equipment and personnel) to the Company or any other Member

Organisation;

(b) require a Member Organisation to accept responsibility for any of the

liabilities or obligations of any other Member Organisation;

(c) preclude an Operating Section from continuing to operate as a

separate organisation being primarily responsible for the provision of

Health Services in its operations area;


(d) require any Member Organisation to breach any contract or other

obligation entered into in good faith prior to the adoption of the

Policy; or

(e) be expressed to apply to some but not all of the Member

Organisations, provided that a Policy may set out exceptions in

respect of one or more Member Organisations to reasonably

accommodate factors peculiar to their region, activities or operations.

2.3 Member Organisations to keep and audit accounts

Each Member Organisation shall keep proper books and records and shall

cause the same to be audited at least once each year by a duly qualified

auditor.

2.4 Confidentiality

Each Member shall maintain in strict confidence and, if it is an Organisation,

procure the members of its governing body and any person appointed as its

Representative, official observer, Nominated Director or alternate (if any) and

all employees, to maintain in strict confidence all confidential information

provided to it or them in respect of the affairs of the Company or any other

Member Organisation.

2.5 Action required on ceasing to be Member

Each Member Organisation unconditionally and irrevocably agrees that in the

event it ceases to be a member of the Company for any reason, it will

forthwith upon the written request of the Company:

(a) cease to use any logo or other device, trade mark or name used by or

associated with the Company or any of the continuing Member

Organisations; and

(b) cease to hold out or in any way represent that it is associated with or

derived from the Company or any of the Member Organisations.

3 Membership

3.1 Members

3.1.1 The members of the Company are:

(a) the Current Member Organisations;

(b) Frontier Services;

(c) such other Organisations as may be admitted to membership of the

Company as provided in the Articles; and

(d) each Independent Director,


being Organisations and individuals for the time being who are registered as

members of the Company in the Register of Members and who have not

ceased to be a member of the Company.

3.1.2 Subject to compliance with Article 3.1.3 each of Frontier Services and RFDS

Western Operations is a Member of the Company, with effect from the

adoption of the June 2006 amendments to the Memorandum, and their names

must be entered in the Register of Members.

3.1.3 Frontier Services and RFDS Western Operations must each forthwith after the

adoption of the June 2006 amendments to the Memorandum lodge with the

Company a signed statement agreeing to be bound by the Memorandum and

the Articles and any other rules, by-laws, policies or other standards

prescribed by the Company from time to time. At the same time Frontier

Services and RFDS Western Operations must also each provide:

(a) a copy of its constituent documents;

(b) full particulars of the current members of its governing body and the

persons who it wishes to act as its initial Representative under the

Articles; and

(c) its address for notices (including any facsimile details).

3.2 Admission to membership - Organisations

3.2.1 An Organisation having any objects similar to the Company may apply by

notice in writing to the Company for admission to membership of the

Company. The applicant shall agree to be bound by the Memorandum and

the Articles and any other rules, by-laws, policies or other standards

prescribed by the Company from time to time. The applicant shall provide:

(a) a copy of its constituent documents;

(b) full particulars of the current members of its governing body and the

persons who it wishes to act as its initial Representative under the

Articles; and

(c) its address for notices (including any facsimile details).

3.2.2 The Chief Executive Officer shall promptly copy details of any application

for membership to each member of the Board. Applications for membership

shall be placed before the first meeting of the Board after the application for

membership has been received.

3.2.3 The Board’s decision shall be final and conclusive as to whether an applicant

Organisation shall be admitted to membership.

3.2.4 The Board shall in no case be required to give any reasons for the acceptance

or rejection of any application for membership of the Company.

3.2.5 The name of every Organisation admitted to membership of the Company

shall be forthwith entered in the Register of Members together with the date

of its admission and its address for notices. The names of the Representative


appointed by a Member Organisation shall be entered in the Register of

Members with respect to that Member Organisation.

3.2.6 The Chief Executive Officer must promptly give notice to any applicant

Organisation of its admission to membership of the Company or the rejection

of its application.

3.3 Information Required from Member Organisations

3.3.1 Each Member Organisation and Frontier Services shall promptly give notice

to the Company of:

(a) any change to its constituent document (including a copy of the

changes);

(b) any change in its address for notices;

(c) any change to the names and addresses of the members of its

governing body; and

(d) at least 10 copies of its Annual Report to its members.

3.3.2 The Chief Executive Officer must promptly enter details of any change in

particulars in the Register of Members.

3.4 Cessation of membership - Organisations

3.4.1 A Member Organisation or Frontier Services shall cease to be a member of

the Company and an entry made to this effect in the Register of Members if:

(a) the Organisation at anytime by giving notice in writing to the

Company resigns its membership of the Company;

(b) a resolution is passed by the Board or by the Australian Council to

expel the Organisation as provided in the Articles;

(c) it fails to comply with any default notice sent to it pursuant to Article

4.6; or

(d) the Board passes a resolution to this effect in the following

circumstances:

(i) an order is made or an effective resolution is passed for the

winding up of the Organisation;

(ii) a receiver or a receiver and manager of the undertaking of the

Organisation or any part thereof is appointed or an

encumbrancer takes possession of the undertaking property

and assets of the Organisation or any part thereof;

(iii) the Organisation is placed under administration or if a

Controller is appointed pursuant to the Corporations Act (or

pursuant to a corresponding provision of any similar

enactment) to investigate the affairs of the Organisation;

Royal Flying Doctor Service of Australia Articles of Association 21 November 2014 Page 10

(iv) the Organisation generally suspends payment of its debts or is

unable to pay its debts; or

(v) the Organisation enters into any arrangement or composition

with creditors generally or any class thereof.

3.4.2 Nothing in Article 3.4.1 shall in any way diminish the liability of the

Organisation under the Memorandum or its obligations under Article 2.4 and

Article 2.5.

3.4.3 If any Member Organisation or Frontier Services shall wilfully refuse or

neglect to comply with the provisions of the Memorandum or the Articles or

shall be guilty of any conduct which in the opinion of the Board is prejudicial

to the interests of the Company, the Board shall have power to expel the

Organisation from the Company provided that at least one week before the

meeting of the Board at which a resolution for its expulsion is to be

considered the Organisation shall have had written notice of such meeting and

of what is alleged against it and of the intended resolution for its expulsion

and that it shall at such meeting and before the passing of such resolution

have had an opportunity of giving orally or in writing any explanation or

defence it may think fit and provided further that any such Organisation may

by notice in writing lodged with the Company at least twenty-four hours

before the time of the meeting at which the resolution for its expulsion is to

be considered by the Board elect to have the question of its expulsion dealt

with by the Australian Council and in that event a General Meeting shall be

called for the purpose and shall be held within one month of the receipt of

such notice by the Company and if the Australian Council passes a resolution

for the expulsion of the Organisation by a majority of two thirds of those

present and voting the Organisation shall be expelled.

3.5 Independent Directors

3.5.1 The name of every individual appointed as an Independent Director and his

address for notices shall be forthwith entered in the Register of Members

upon his appointment. An entry shall be made to the Register of Members

upon him ceasing to be an Independent Director.

3.5.2 An Independent Director shall cease to be a member of the Company and an

entry made to this effect in the Register of Members if:

(a) he becomes of unsound mind;

(b) his appointment terminates or is revoked;

(c) he is bankrupt;

(d) he dies; or

(e) he resigns by notice in writing to the Company.

3.6 Associate Member

3.6.1 The Board may invite one or more persons or Organisations to be appointed

as an Associate Member.


3.6.2 An Associate Member, upon invitation by the Board to attend a General

Meeting, may attend and speak at that General Meeting but may not vote at

any General Meeting.

3.6.3 An Associate Member is not a Member and is not to be entered into the

Register of Members.

3.6.4 The Board may revoke the appointment of an Associate Member at any time.

3.6.5 An Associate Member ceases to be an associate member of the Company if:

(a) being an Organisation, the Board passes a resolution to this effect in

the following circumstances:

(i) an order is made or an effective resolution is passed for the

winding up of that Organisation;

(ii) a receiver or a receiver and manager of the undertaking of the

Organisation or any part thereof is appointed or an

encumbrancer takes possession of the undertaking property

and assets of the Organisation or any part thereof;

(iii) the Organisation is placed under administration or if a

Controller is appointed pursuant to the Corporations Act (or

pursuant to a corresponding provision of any similar

enactment) to investigate the affairs of the Organisation;

(iv) the Organisation generally suspends payment of its debts or is

unable to pay its debts; or

(v) the Organisation enters into any arrangement or composition

with creditors generally or any class thereof;

(b) being an individual:

(i) he becomes of unsound mind;

(ii) his appointment is revoked;

(iii) he is bankrupt; or

(iv) he dies;

(c) the person or Organisation resigns by notice in writing to the

Company; or

(d) the Board resolves to remove the Associate Member.


4 Membership Fees

4.1 Annual Budgets

Prior to the commencement of each financial year of the Company the Board

shall approve a budget for the activities and operations of the Company for

that financial year.

4.2 Determination of annual membership fees

The Board shall determine the level of the annual membership fees to be paid

by each of the Member Organisations for the next financial year. In the

absence of a decision of the Board in respect of the fees to be paid by each

Member Organisation, each Member Organisation shall pay the same annual

membership fees.

4.3 Payment of annual membership fees

Unless otherwise determined by the Board, annual membership fees shall be

payable in two equal instalments on or before 1 July and 1 January in each

financial year.

4.4 Special levies

Where it considers fit in its absolute discretion the Board may resolve to

make a special levy on Member Organisations in addition to any annual

membership fees. A special levy will become due and payable by a Member

Organisation on the date specified in a notice of the special levy to be sent to

each Member Organisation, being a date not earlier than 20 Business Days

after the date on which the notice is given. In the absence of a decision by the

Board in respect of the amount of the special levy to be paid by each Member

Organisation, each Member Organisation shall pay the same amount of the

special levy.

4.5 Liability for fees and levies before membership ceases

A Member Organisation must pay any membership fees and special levies

becoming due and payable while it is a Member notwithstanding that it

subsequently ceases to be a Member.

4.6 Default notices

The Chief Executive Officer shall give a default notice to any Member

Organisation whose annual membership fees or special levy remains unpaid 2

months after the due date for payment. A default notice will require

immediate payment of all outstanding amounts and will note that unless the

Member Organisation pays such outstanding amount within one calendar

month of the date of the default notice (or such further time as the Board may

allow in its absolute discretion) the Member Organisation will cease to be a

member of the Company. The Board may in its absolute discretion on

payment of all arrears re-admit any Member Organisation whose membership

ceases due to the non-payment of annual membership fees or special levies.


4.7 No fees for Independent Directors

No membership fees or special levies shall be paid by Independent Directors

or by Frontier Services while it is a Member.

5 General Meetings

5.1 Annual General Meeting

An annual general meeting of the Company shall be held at least once in

every calendar year and otherwise in accordance with the Corporations Act.

5.2 Extraordinary General Meeting

5.2.1 All general meetings of the Company, other than annual general meetings,

shall be called extraordinary general meetings.

5.2.2 The Chairman or the Board may whenever they think fit convene an

extraordinary general meeting. An extraordinary general meeting shall be

convened by the Chief Executive Officer on receipt of the requisitions of any

3 Member Organisations.

5.3 Notice of General Meetings

Subject to the provisions of the Corporations Act, at least 14 days notice

(exclusive of the day on which the notice is given and exclusive of the day of

the meeting) of the convening of a General Meeting shall be given to each

Member and such other persons as are entitled to receive such notices of

General Meetings from the Company. The notice shall specify the place, the

date and the hour of the meeting and, in the case of special business, the

general nature of that business.

5.4 Special Business

For the purpose of Article 5.2.3 all business to be transacted at an

extraordinary general meeting shall be special business. All business that is

to be transacted at an annual general meeting shall be special business with

the exception of the consideration of the accounts, balance sheets, the report

of the Board and auditors and any appointment of auditors.

6 Proceedings at General Meetings

6.1 Quorum

6.1.1 No business shall be transacted at any General Meeting unless a quorum is

present.

6.1.2 A quorum shall be constituted by persons who are Representatives of not less

than 5 Member Organisations entitled to vote at the meeting concerned.

6.2 Failure to Achieve a Quorum

6.2.1 If within half an hour from the time appointed for the General Meeting a

quorum is not present:


(a) the meeting, if convened upon the requisition of Member

Organisations, shall be dissolved; and

(b) in any other case, the meeting shall stand adjourned to the same day

in the next week at the same time and place, or to such other day and

at such other time and place as the Chief Executive Officer may

determine and notify to each Member Organisation not less than 5

Business Days prior to the adjourned day.

6.2.2 If at the adjourned meeting a quorum is not present within half an hour from

the time appointed for the meeting, the Voting Members present (being

Representatives of not less than 2 Member Organisations entitled to vote at

the meeting concerned) shall be a quorum. If a quorum is still not present the

meeting must be dissolved.

6.3 Official Observers/Chief Executive Officer

6.3.1 A Member Organisation may by notice to the Company appoint not more

than 2 persons as official observers to attend any General Meeting.

6.3.2 An official observer must be a member of the governing body of the Member

Organisation appointing him.

6.3.3 An official observer may speak at any General Meeting with the consent of

the Chairman but may not vote.

6.3.4 The Chief Executive Officer may attend and speak at any General Meeting

but may not vote.

6.4 Chairman

6.4.1 The Chairman shall act as chairman at every General Meeting. If the

Chairman is absent or unwilling to act the Deputy Chairman shall be

chairman. In the event that neither are present or if they are both unwilling to

act then the Voting Members present shall appoint one of their number to be

chairman of the meeting.

6.4.2 The chairman shall be responsible for the conduct of General Meetings and

may make rulings for their efficient conduct.

6.5 Adjournments

6.5.1 The chairman may, with the consent of any meeting at which a quorum is

present (and shall if so directed by the meeting), adjourn the meeting from

time to time and from place to place. No business shall be transacted at any

adjourned meeting other than the business left unfinished at the meeting from

which the adjournment took place. A Voting Member may attend and vote at

an adjourned meeting notwithstanding that he did not attend at the original

meeting.

6.5.2 When a meeting is adjourned for 14 days or more, notice of the adjourned

meeting shall be given as in the case of an original meeting.

6.5.3 Subject to Article 6.5.2 it shall not be necessary to give any notice of an

adjournment or the business to be transacted at an adjourned meeting.


6.6 Voting at General Meetings

6.6.1 At any General Meeting a resolution put to the vote of the meeting shall be

decided on a show of hands.

6.6.2 A declaration by the chairman that a resolution has on a show of hands been

carried or carried unanimously, or by a particular majority, or lost, and an

entry to that effect in the minutes of the meeting shall be conclusive evidence

of the fact without proof of the number or proportion of the votes recorded in

favour of or against the resolution.

6.6.3 In the case of an equality of votes the chairman of the meeting at which the

show of hand takes place shall be entitled to a second or casting vote.

6.6.4 On a show of hands every person present who is a Voting Member shall have

one vote. Where a person attends a meeting in more than one capacity he

shall be entitled to one vote for each Voting Member he represents.

6.6.5 No Member Organisation shall be entitled to vote at any General Meeting if

its membership fees or any special levy are in arrears at the commencement

of the meeting.

6.6.6 Where the Corporations Act or the Articles require the motion to be passed as

a special resolution, only Nominating Member Organisations are entitled to

vote.

6.7 Representatives and proxies

6.7.1 A Member Organisation may attend and vote at a General Meeting by proxy

or by attorney or by a duly appointed representative pursuant to Part 2G.2

Division 6 of the Corporations Act. The proxy, attorney or representative so

appointed need not be a member of the Company or the Member

Organisation concerned.

6.7.2 The instrument appointing a proxy shall be signed by the Member

Organisation, a member of its governing body whose appointment has been

duly notified to the Company or by an attorney duly authorised.

6.7.3 An Independent Director may attend and vote at a General Meeting by proxy

or by attorney. The proxy or attorney must be another Independent Director

or the chairman of the meeting concerned.

6.7.4 The instrument appointing a proxy shall be deemed to confer authority to

consent to the holding of the meeting on short notice.

6.7.5 A Member shall be entitled to instruct its proxy in a proxy form to vote in

favour of or against any proposed resolutions. Unless so instructed the proxy

may vote as he thinks fit.

6.7.6 The instrument appointing a proxy shall be substantially in the following

form:

AUSTRALIAN COUNCIL OF THE

ROYAL FLYING DOCTOR SERVICE OF AUSTRALIA


We, of being a Member of Australian Council of the

Royal Flying Doctor Service of Australia hereby appoint

of

or failing him of

[or failing both of them, the chairman] as our proxy to vote for us on our

behalf at the *Annual/*Extraordinary General Meeting of the Company, to be

held on the day of 20

and at any adjournment thereof.

Our proxy is hereby authorised to vote *in favour/*against/*as he thinks fit in

respect of the following resolutions:

Signed this day of 20

6.7.7 The instrument appointing a proxy and the power of attorney or other

authority, if any, under which it is signed or a notarially certified copy of that

power or authority shall be tendered at the General Meeting concerned or

deposited at the Head Office or at such other place as is specified for that

purpose in the notice convening the meeting, not less than 1 Business Day

before the time for holding the meeting or adjourned meeting at which the

person named in the instrument proposes to vote, and in default the

instrument shall not be treated as effective. A legible facsimile transmission

copy of any such instrument will be accepted as if it was the original

instrument.

6.7.8 A vote given in accordance with the terms of an instrument appointing a

proxy, a power of attorney or certificate of appointment of a representative

shall be valid notwithstanding the previous revocation of the appointment or

of the authority under which the instrument was executed, if no intimation in

writing of such revocation has been received by the Company at the Head

Office or by the chairman before the commencement of the meeting or

adjourned meeting at which the instrument is used.

6.7.9 In the absence of a duly appointed representative, proxy or attorney of a

Member Organisation in attendance at any General Meeting, the chairman

may (but shall not be obliged to) permit any member of the governing body

of the Member Organisation of whose appointment it has notice to exercise

any of the powers of the Member Organisation on its behalf and any acts by

any such person shall be binding on the Member Organisation.

6.8 Voting by Written Resolution

Subject to the Corporations Act a resolution set out in an instrument (or

several instruments substantially in the same terms) signed by each Member

or executed by its Representative shall be as valid and effectual as if the same

had been passed at a General Meeting of the Company duly convened and

held on the day on which the Company receives the resolutions so executed.

This clause shall not apply to any resolution required by the Corporations Act

to be passed by the Members at a General Meeting.


6.9 Meetings by Simultaneous Communication between Voting Members

Subject to the Corporations Act, a General Meeting may take place where

Voting Members communicate with each other by any technological means

whereby they are able simultaneously to hear each other and participate in

discussion notwithstanding that they are not physically present in the same

place. The provisions of the Articles shall apply to any such meeting

provided that the arrangements for the conduct of the meeting are detailed in

the notice convening the meeting and no Voting Member is precluded from

participating in the meeting by virtue of the technological procedures to be

employed. A Voting Member participating in such a meeting shall be

regarded as present (including for the purposes of constituting a quorum) and

entitled to vote at the meeting notwithstanding that he is not physically

present at the place appointed for the meeting.

7 Board

7.1 Composition

7.1.1 Each Independent Director is a director of the Company and each Nominated

Director is a director of the Company. Accordingly, the Board comprises of

the Independent Directors and Nominated Directors for the time being.

7.1.2 The individuals who were Independent Councillors immediately before the

adoption of the June 2006 amendments to the Memorandum cease to be

Independent Councillors, Members or directors of the Company upon

adoption of those amendments and the positions of 2 Independent Directors

are thereupon taken to be vacant.

7.1.3 The individuals who were Nominated Councillors immediately before the

adoption of the June 2006 amendments to the Memorandum:

(a) are Nominated Directors upon adoption of those amendments, if they

were appointed by one of the Nominating Member Organisations; and

(b) otherwise, cease to be directors of the Company upon adoption of

those amendments.

7.2 Appointment of Nominated Directors

7.2.1 Each Nominating Member Organisation may by notice in writing to the

Company appoint one person to be its Nominated Director and may by notice

in writing to the Company remove the person so appointed.

7.2.2 Only a person who is a member of the governing body of a Member

Organisation may be appointed by it as its Nominated Director.

7.2.3 Unless revoked or renewed the appointment of each Nominated Director will

terminate at the close of each Annual General Meeting. A Nominated

Director may not serve as such for more than 6 consecutive Annual Terms

(excluding any part of an Annual Term when filling a casual vacancy).


7.2.4 A Nominated Director may have regard to and represent the interests of the

Nominating Member Organisation which appointed him and, when fulfilling

his duties as a Director, may act in the interests of the Nominating Member

Organisation which appointed him or in accordance with its expressed or

perceived wishes where to do so would not be contrary to the interests of the

Company.

7.3 Appointment of Independent Directors

7.3.1 Where there is a vacancy in the position of an Independent Director, or the

term of an Independent Director is due to expire, each Operating Section may

nominate one or more persons who may be appointed as Independent

Director.

7.3.2 The Board must appoint 2 persons to be Independent Directors. The Board

may only appoint a person nominated by an Operating Section under Article

7.3.1 An individual who is a member, employee or governing body member

of a Member Organisation may not be appointed as an Independent Director.

7.3.3 The appointment of an Independent Director shall not commence until he has

agreed in writing to be bound by the Memorandum and Articles and any other

rules, by-laws, policies or other standards prescribed by the Company from

time to time and has been appointed as an Independent Director pursuant to

the Articles.

7.3.4 The appointment of an Independent Director may be revoked at any time by a

notice in writing (or several notices substantially in the same terms) signed by

more than half of the Nominating Member Organisations.

7.3.5 The term of any appointment or renewal of appointment of an Independent

Director shall be determined by the Board but in any case must not exceed 3

Annual Terms (excluding any part of an Annual Term when filling a casual

vacancy). An Independent Director may not hold office for more than 6

consecutive Annual Terms (excluding any part of an Annual Term when

filling a casual vacancy). An Independent Director who holds office during a

sixth consecutive Annual Term is not eligible for renewal of appointment as

Independent Director at the end of that sixth consecutive Annual Term, but

may stand for appointment at any Annual General Meeting thereafter. The

Board must ensure the term for which an Independent Director is appointed

ends at the end of an Annual General Meeting.

7.4 Vacation of office

In addition to the circumstances in which the office of a Director becomes

vacant by virtue of the Corporations Act, the office of a Director shall be

vacated:

(a) if he becomes of unsound mind or a person whose person or estate is

liable to be dealt with in any way under the law relating to mental

health;

(b) if his appointment expires or terminates or if he is removed from

office in accordance with the Articles;


(c) if, being a Nominated Director, he ceases to be a member of the

governing body of the Nominating Member Organisation which

appointed him or the Nominating Member Organisation ceases to be a

member of the Company for any reason;

(d) if, being an Independent Director, he becomes a member, employee

or member of the governing body of a Member Organisation;

(e) if, being an Independent Director, he ceases to be a member of the

Company;

(f) if he is bankrupt;

(g) if he dies; or

(h) if he resigns his office by notice in writing to the Company.

7.5 Vacancy

The Board may act notwithstanding any vacancy. If the number of Directors

falls below the quorum specified in Article 10.2 the continuing Directors may

convene a General Meeting to consider a variation of the quorum

requirements. The continuing Directors shall not in these circumstances,

except for the above purposes, act as long as the number of Directors is below

the quorum requirements.

7.6 No remuneration

Subject to clause 5.4 of the Memorandum, Directors shall not be remunerated

for their services as such. The Company shall reimburse to any Director or

Member Organisation out of the funds of the Company any outlay or

expenses properly incurred by him or it on behalf of or at the request of the

Company.

7.7 Associate Councillors

Prior to the adoption of the June 2006 amendments to the Memorandum, the

Articles included a position of Associate Councillor. It is formally recorded

that the first Associate Councillor was the Reverend John Flynn O.B.E. who

was deemed to have been so appointed at the Annual General Meeting in

1936.

8 Officers of the Board

8.1 Appointment

Immediately after the Annual General Meeting each year the Board shall

meet and appoint by secret ballot a Chairman and a Deputy Chairman from

amongst the Directors.

8.2 Maximum terms

The Chairman and the Deputy Chairman shall hold office for no more than 3

consecutive Annual Terms.


8.3 Removal

The Chairman and Deputy Chairman may be removed from office by a

resolution of the Board and shall immediately vacate their office if they cease

to be a Director for any reason.

8.4 Casual vacancy

The Board may by secret ballot appoint any Director to fill any casual

vacancy in the office of Chairman or of Deputy Chairman and any Director so

appointed shall be eligible for re-appointment to the same office. The period

between an appointment to fill a casual vacancy and the first meeting of the

Board following the next succeeding Annual General Meeting shall not be

taken into consideration for the purposes of Article 8.2.

8.5 Current appointments lapse

Notwithstanding the Articles, the Chairman and Deputy Chairman in office at

the time of adoption of the June 2006 amendments to the Memorandum shall

remain in office until the commencement of the first Board meeting to be held

after the June 2006 amendments to the Memorandum become effective.

8.6 Patron

The Board may nominate one or more persons to be a Patron. Any Patron

shall hold office during the pleasure of the Board.

9 Powers of the Board

9.1 General management and control

The management and control of the business and affairs of the Company

shall, subject to the Memorandum and the Articles, be vested in the Board. In

addition to the powers and authorities expressly conferred upon the Board by

the Articles, it may exercise all such powers and do all such acts and things as

are within the scope of the Memorandum and are not hereby or by statute or

by the Memorandum expressly directed or required to be exercised or done

by the Australian Council. No variation to the Memorandum or the Articles

shall invalidate any prior act of the Board which would have been valid if

such variation had not been made. The Board shall not sell or otherwise

dispose of the main undertaking of the Company either absolutely or

conditionally without the prior sanction of the Australian Council.

9.2 Borrowing powers

The Board may exercise all the powers of the Company to borrow money and

to mortgage or charge its property, or any part thereof, and to issue debentures

and other securities whether outright to as security for any debt, liability, or

obligation of the Company and to give guarantees and indemnities in respect

of the obligations and liabilities of other persons together with any security in

respect of the same.

Royal Flying Doctor Service of Australia Articles of Association 20 November 2017

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9.3 Interest payable to Members

For the purposes of clause 5 of the Memorandum the rate of interest payable

in respect of money lent by a Member or Director to the Company shall not

exceed the lowest rate paid for the time being by the principal bank of the

Company in respect of term deposits.

9.4 Cheques

All cheques, promissory notes, drafts, bills of exchange and other negotiable

instruments, and all receipts for money paid to the Company shall be signed,

drawn, accepted, endorsed or otherwise executed, as the case may be, in such

manner and by the Chief Executive Officer or such other persons as the Chief

Executive Officer or the Board from time to time determine.

10 Proceedings of Board

10.1 Board regulates its meetings

The Board may meet for the dispatch of business adjourn and otherwise

regulate its meetings as it thinks fit. Reasonable notice of all Board meetings

shall be given to all Directors at such address for service as they may from

time to time specify by notice to the Company. Directors shall be provided

with an agenda for each meeting and such papers as the Board may from time

to time direct.

10.2 Quorum

The Australian Council may by ordinary resolution determine the quorum

necessary for the transaction of business at Board meetings. Until further

determination the quorum shall not be less than any 4 Nominated Directors.

10.3 Convening meetings

The Chief Executive Officer must convene a meeting of the Board upon the

written request of any 4 Directors. The Chairman may convene a meeting of

the Board.

10.4 Chairman

The Chairman, or in his absence the Deputy Chairman, shall act as chairman

at meetings of the Board. If at any meeting neither the Chairman nor the

Deputy Chairman are present within five minutes after the time appointed for

holding the meeting, or being present are unwilling or unable to act, the

Directors present may choose one of their number to be chairman of the

meeting.

10.5 Voting

Questions arising at any meeting shall be decided by a majority of votes and

in the case of an equality of votes the chairman shall have a casting vote.


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10.6 Exercise powers

A meeting of the Board at which a quorum is present shall be competent to

exercise all or any of the authorities powers and discretions by or under the

Articles for the time being vested in or exercisable by the Board.

10.7 Written resolutions

A resolution in writing (comprising one or more documents in like form)

signed by each Director shall have the same force and effect as a resolution

passed at a meeting of the Board notwithstanding that such resolution shall

not have been passed at a meeting of the Board.

10.8 Meetings by telephone

A meeting of the Board shall include:

(a) a meeting of Directors assembled in person on the same day at the

same time and place; or

(b) the Directors communicating with each other by telephone or any

other technological means by which they are able to communicate

with each other and participate in discussion notwithstanding that

they (or one or more of them) are not physically present in the same

place. A Director participating in such a the meeting shall be

regarded as present (including for the purposes of constituting a

quorum) and entitled to vote at the meeting notwithstanding that he is

not physically present at the place appointed for the meeting.

Arrangements for the holding of such a meeting must be detailed in

the notice convening the meeting and no Director must be precluded

from participating in the meeting by virtue of the technological

procedures to be used.

10.9 Alternate Directors

Directors may not appoint an alternate director to attend Board meetings on

their behalf. A Nominating Member Organisation may by notice in writing to

the Company appoint a person who is a member of its governing body to act

as an alternate for the time being for its Nominated Director and may revoke

any such appointment. A Nominating Member Organisation may appoint

another Director to be the alternate of its Nominated Director in which case

the other Director shall have an additional vote for each person for whom he

is acting as an alternate.

10.10 Acts valid

All acts done at any meeting of the Board or by any person acting as a

Director shall, notwithstanding that it shall afterwards be discovered that

there was some defect in the appointment of any Director or that any of them

were disqualified be as valid as if every such person had been duly appointed

and was qualified to be a Director.


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10.11 Chief Executive Officer

The Chief Executive Officer shall be entitled to attend and speak at each

meeting of the Board and shall be given notice of each meeting. The Chief

Executive Officer is not a Director of the Company.

11 Advisory Panels

11.1 Appointment

The Board or the Chief Executive Officer may from time to time appoint one

or more special advisers or advisory panels to provide expert advice to the

Board or the Chief Executive Officer on such matters as the Board or the

Chief Executive Officer may determine. Special advisers and advisory panel

members need not be Directors or members, employees or members of the

governing body of a Member Organisation. No special adviser or advisory

panel shall have or exercise any powers or authorities of the Board.

11.2 Termination

The Board may terminate the appointment of any special adviser or advisory

panel as it thinks fit. The Chief Executive Officer may terminate the

appointment of any special adviser or member of an advisory panel appointed

by him as he thinks fit.

11.3 Attendance

The Chief Executive Officer or his nominee may attend all meetings of any

advisory panel and, unless otherwise determined by the Board, may chair all

such meetings.

12 Directors’ Duties and Interests

New section 12. inserted at AGM 21 November 2014:

12.1 Compliance with duties under the Act and general law

Each Director must comply with his or her duties under the Act and under the

general law.

12.2 Director can hold other offices, etc.

A Director may:

(a) hold any office or place of profit or employment other than that of the

Company's auditor or any director or employee of the auditor;

(b) be a member of any corporation (including the Company) or partnership

other than the Company's auditor;

(c) be a creditor of any corporation (including the Company) or partnership; or

(d) enter into any agreement with the Company.


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12.3 Disclosure of interests

Each Director must comply with the general law in respect of disclosure of

conflicts of interest or duty and with section 191 of the Act in respect of disclosure

of material personal interests.

12.4 Director interested in a matter

Each Director must comply with Section 195 of the Act, which requires a

director with a material personal interest in a matter not to be present while the

matter is being considered at the meeting, and not to vote on the matter.

A Director, who is also a Director of a company Member, is not considered

as having a material personal interest by fact of being a Director of a

company Member. Such a Director is entitled to be present and vote on a

matter that relates to the affairs of the company member of which they are a

Director.

Subject to Section 195 of the Act:

(a) a Director may be counted in a quorum at a Board meeting that

considers any matter in relation to which that Director has a conflict

of interest or duty;

(b) the Company may proceed with any transaction in relation to which

a Director has an interest or conflict of duty and the Director may

participate in the execution of any relevant document by or on

behalf of the Company;

(c) the Director may retain any benefits accruing to the Director under

the transaction; and

(d) the Company cannot avoid the transaction merely because of the

existence of the Director's interest or conflict of duty.

If the interest is required to be disclosed under section 191 of the Act, paragraph

(c) applies only if it is disclosed before the transact ion is entered into.

12.5 Agreements with third parties

The Company cannot avoid an agreement with a third party merely because a

Director:

(a) fails to make a disclosure of a conflict of interest or duty; or

(b) is present at, or counted in the quorum for, a Board meeting that

considers or votes on that agreement.

12.6 Obligation of secrecy

Every Director and Secretary must keep the transactions and affairs of the

Company and the state of its financial reports confidential unless required to

disclose them:

(a) in the course of duties as an officer of the Company;

(b) by the Board or the Company in general meeting; or

(c) by law.


Page 25

The Company may require a Director, Secretary, auditor, trustee, committee

member or other person engaged by it to sign a confidentiality undertaking

consistent with this rule. A Director or Secretary must do so if required by the

Company.

13 Minutes

13.1 Minutes to be made

At all annual general meetings, extraordinary general meetings, Board

meetings and advisory panel meetings minutes shall be made:

(a) of the names of Directors and all other persons present at the meeting;

and

(b) of all proceedings at the meeting including all resolutions considered

and passed.

13.2 Verification

The minutes shall be signed by the chairman of the meeting or the chairman

of the next succeeding meeting.

13.3 Circulation of copies

A copy of the minutes shall be forwarded to each Member and Director.

14 Chief Executive Officer

14.1 Appointment

The Board may from time to time appoint a person to be the Chief Executive

Officer of the Company. A person holding office as the Executive Director

immediately prior to the adoption of the June 2006 amendments to the

Memorandum shall assume the office of Chief Executive Officer for all

purposes upon the adoption of those amendments.

14.2 Responsibilities

The Chief Executive Officer shall be the chief executive officer of the

Company and as such shall be responsible for the day to day operations of the

Company, the development of its policies, liaison with Member Organisations

and government bodies, acting as the spokesman for the Company and such

other matters as the Board may determine.

14.3 Company Secretary, Principal Executive Officer, Public Offer

The Chief Executive Officer shall be a company secretary and principal

executive officer of the Company for the purposes of the Corporations Act

and shall be the public officer of the Company for the purposes of any

taxation legislation.


Page 26

15 Seal

15.1 Safe Custody and Use

The Board shall provide for the safe custody of the Seal which shall only be

used by the authority of the Board.

15.2 Affixation of the Seal

Every instrument to which the Seal is affixed shall be signed by a Director

and shall be countersigned by the Chief Executive Officer (as company

secretary) or by a second Director or by some other person appointed by the

Board for the purpose.

16 Accounts and Audit

16.1 Proper Accounts

The Board shall cause proper accounting and other records to be kept and

shall distribute to Members a copy of every profit and loss account and

balance sheet (including every document required by law to be attached

thereto) accompanied by a copy of the auditors’ report thereon as required by

the Corporations Act.

16.2 Annual Accounts

The Board shall cause to be made out and laid before each Annual General

Meeting a balance-sheet and profit and loss account made up to a date not

more than 5 months before the date of the meeting.

16.3 Inspection of Accounts

The accounting and other records of the Company shall be open to the

inspection of Members or a member of the governing body of a Member or

the solicitor or chartered accountant appointed by notice by a Member at such

times and places as the Board may from time to time determine.

16.4 Appointment of Auditor

A properly qualified auditor shall be appointed in accordance with the

Corporations Act and his duties shall be regulated in accordance with the

Corporations Act.

17 Registered Office

The registered office of the Company for the purposes of the Corporations

Act shall be situated at the Head Office.


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18 Notices

18.1 Service of Notices

18.1.1 A notice given by the Company may be given by the Chief Executive Officer

or any Director.

18.1.2 A notice given by a Member Organisation for the purposes of these Articles

must be given by any two members of its governing body recorded as such in

the Register of Members or under its common seal.

18.1.3 Notices to the Company must be given to the address of the Head Office,

notices to any Member Organisation must be given to the address specified in

the Register of Members and notices to any Director must be given to the

address specified in the register of directors maintained pursuant to the

Corporations Act.

18.1.4 Notices may be delivered, sent by prepaid mail or sent by fax or electronic

transmission.

18.1.5 The accidental omission to give notice to or the non-receipt by a Member or

Director of any notice shall not invalidate the proceedings of any General

Meeting or any Board meeting.

18.2 Notice of General Meetings

18.2.1 Notice of every General Meeting shall be given to:

(a) every Member;

(b) every Director;

(c) the Chief Executive Officer;

(d) the Patron;

(e) every Associate Member; and

(f) the Auditor for the time being of the Company.

18.2.2 No other person shall be entitled to receive notices of general meetings unless

otherwise determined by the Board.

19 Winding-up

The provisions of clause 7 of the Memorandum relating to the winding-up or

dissolution of the Company shall have effect and be observed as if the same

were repeated in the Articles.

20 Indemnity of Officers

The Company may indemnify any current or former Director, secretary,

special adviser, advisory panel member, Patron or executive officer of the

Company out of the property of the Company against:


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(a) every liability incurred by the person in that capacity (except a

liability for legal costs); and

(b) all legal costs incurred in defending or resisting (or otherwise in

connection with) proceedings, whether civil or criminal or of an

administrative or investigatory nature, in which the person becomes

involved because of that capacity,

except to the extent that:

(c) the Company is forbidden by statute to indemnify the person against

the liability or legal costs; or

(d) an indemnity by the Company of the person against the liability or

legal costs would, if given, be made void by statute.

Documents

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