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Australian Capital Territory

Companies Ordinance 1962-1969

Company Limited by Guarantee

MEMORANDUM OF ASSOCIATION

OF

UNITED WORLD COLLEGES (AUSTRALIA) TRUST LIMITED

ACN 008 498 637

1. The name of the Company is United World Colleges (Australia) Trust Limited.

2. The registered office of the Company will be situated in Canberra, Australian

Capital Territory.

3. The objects for which the Company is established are:

(i) By the award of scholarships to be known as "United World Colleges

Scholarships" to Australian students of promise and ability in any field to enable

them to obtain education, tuition and training for their chosen vocations and to

pursue a course or courses of study at schools, colleges or other educational

institutions within the Commonwealth of Australia and elsewhere, and to hold,

manage, dispose of, or deal with real and personal property in the furtherance of

these objects, but subject to any specific trust relating to such property and in

pursuance of the foregoing and without limiting the generality thereof, the

Company may award scholarships to Australian students to enable them to attend

and pursue courses of study at schools, colleges or other educational institutions

within the Commonwealth of Australia or elsewhere.

(ii) To raise money by all lawful means and to solicit, receive and enlist financial and

other aid from individuals, trusts, companies, corporations, associations, societies

and institutions and other organisations or authorities, and from governments,

departments of state and public bodies and to conduct fund raising campaigns.

(iii) To undertake and execute any trusts the undertaking whereof the directors may

determine to be necessary or desirable for the carrying out of any of the objects of

the Company and to accept any gift, endowment or bequest or devise made to the

Company generally, or for the purpose of any specific object, and to carry out any

trusts attached to any gift, endowment, bequest or devise, providing that the

Company shall only deal with any property which is subject to any trust in such

manner as is allowed by law and having regard to such trusts.

(iv) To make known and further the objects of the Company by publication and

distribution of papers, journals and other publications and by advertising in any

medium or by any means.

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(v) To employ and engage clerks, servants and persons whose services may be deemed

necessary or desirable for the purpose of the operations of the Company.

(vi) From time to time to make, to rescind, add to or amend such by-laws or regulations

not inconsistent with any statute or with this Memorandum of Association or with

the Articles of Association of the Company, for the time being in force, for the

regulation or control of the property or effects of the Company, as deemed

necessary or desirable by the directors.

(vii) To acquire and hold Australian Consolidated Inscribed Stock, Australian Treasury

Bonds and bonds, stock, debentures, obligations and securities of the

Commonwealth of Australia, or any of the States thereof, or of any other

government commissioners, public body or authority, supreme, municipal, local or

otherwise, whether in Australia or elsewhere.

(viii) To acquire and hold shares, stock, debentures, debenture stock, bonds, obligations

and securities issued or guaranteed by any company constituted or carrying on

business in Australia or elsewhere.

(ix) To acquire any such inscribed stock, bonds, shares, stock debenture, stock bonds,

obligations or securities by original subscription, tender, purchase, exchange or

otherwise and to subscribe for the same either conditionally or otherwise and to

guarantee the subscription thereof.

(x) To exercise and enforce all rights and powers conferred by, arising from, or

incidental to the holding of any such inscribed stock, bonds, shares, debentures,

debenture stock bonds, obligations or securities.

(xi) To sell, exchange or otherwise dispose of any such inscribed stock, bonds, shares,

debentures, debenture stock bonds, obligations or securities in any manner and for

any consideration.

(xii) To open accounts with and deposit money for any period or at call and with or

without interest with the Commonwealth Bank of Australia or with any other Bank

(including any saving bank) incorporated or carrying on business in the

Commonwealth of Australia or elsewhere, or with any company or corporation.

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

any manner whatever for any tenure and upon any condition and terms:

(a) Any estate or interest in lands freehold, leasehold or of any other tenure, whether

situated in the Commonwealth of Australia or elsewhere and any easements,

licences, rights or privileges connected with or in relation to any land;

(b) Personal property of every description wheresoever situate;

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(c) Any concessions, rights, options, licences, privileges or advantages of any nature

and wheresoever situate.

(xiv) To develop and turn to account any land held by the Company or in which the

Company is interested.

(xv) To grant, sell, convey, assign, transfer, exchange, mortgage, lease, license or hire

or dispose of in any manner whatever and either absolutely, or for any term, any

real or personal property or any estate or interest therein for such consideration as

and upon and subject to any terms, conditions, stipulations and restrictions which

the Company may think proper.

(xvi) To acquire, establish, conduct, operate or administer an educational institution or

educational institutions, whether resident or non-resident, in the Commonwealth of

Australia and to obtain from any government or other authority any rights,

concessions or privileges and to do all acts, matters and things necessary or

conducive to the furtherance of such objects.

(xvii) To relinquish, abandon, surrender or give up with or without any consideration

therefor any rights, concessions or other property.

(xviii) To lend, deposit or advance moneys and grant loans or give credit to any persons,

firms, companies, corporations, bodies or institutions on any terms upon any

freehold, leasehold or personal property or security or without security.

(xix) To borrow or raise or secure the payment of money in any manner and, in

particular, by mortgage or charge upon any property, assets or investments held by

the Company or by the issue of debentures or debenture stock charged upon the

Company's undertaking or any part thereof and to purchase redeem or pay off any

such securities.

(xx) To draw, make, accept, endorse, discount, execute and issue cheques, bills of

exchange, warrants, and other negotiable or transferable instruments.

(xxi) To do all or any of the acts, matters and things authorised by this Memorandum

either alone, or in conjunction with any person or company or through any agent

and in any place.

(xxii) To procure the Company to be registered or legally recognised in any other State or

Territory.

(xxiii) To do all such other things as may appear to be incidental to or conducive to the

attainment of the above objects or any of them.

The provisions of the Third Schedule to the Companies Ordinance 1962-1969 shall

not apply to the Company and the foregoing provisions of this paragraph shall be

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read and construed without reference to the provisions of that Schedule.

4. The income and property of the Company whencesoever derived shall be applied

solely towards the promotion of the objects of the Company, as set forth in the

Memorandum of Association, and no portion thereof shall be paid or transferred

directly, or indirectly, by way of dividend, bonus, or otherwise howsoever by way

of profit to the members of the Company, provided that nothing therein shall

prevent the payment, in good faith, of reasonable and proper remuneration to any

officers or servants of the Company, or to any person, other than a member of the

Board of Directors thereof, in return for any services actually rendered to the

Company, nor prevent payment of interest at a rate not exceeding the rate charged

by bankers in Canberra on overdraft accounts on any money lent, or reasonable and

proper rent for premises demised or let by any member of the Company, but so that

no Director of the Company shall be appointed to any salaried office of the

Company or any office of the Company paid by fees and that no remuneration or

other benefit in money or money's worth shall be given by the Company to any

director, except repayment of out-of-pocket expenses and interest at the rate

aforesaid on money lent, or reasonable and proper rent for premises demised or let

to the Company, provided that the last provision shall not apply to any payment to

any public utility company of which a director of the Company may be a member,

or to any other company in which such member shall not hold more than one-

hundredth part of the capital and such member shall not be bound to account for

any share of profits he may receive in respect of such payment.

5. 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 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 same and for the adjustment of

the rights of the contributories amongst themselves such amount as may be

required not exceeding the sum of ten dollars.

6. If, upon the winding up or dissolution of the Company, there remains after the

satisfaction of all its debts and liabilities any property whatsoever, the same shall

not be paid to or distributed among the members of the Company but shall be

given, or transferred to, or applied for the benefit of another college or other

colleges in the Commonwealth of Australia established, administered or conducted

by or within the group of colleges styled the United World Colleges, or to another

public benevolent institution or body having objects or a constitution or regulations

which shall prohibit the distribution of the income or property among the members

to an extent at least as great as is imposed on the Company under or by virtue of

Clause 4 hereof, such public benevolent institution or body to be determined by

resolution of the Company at, or before, the time of dissolution and in default

thereof, by the Supreme Court of the Australian Capital Territory or such other

Court as may have, or acquire jurisdiction in the matter, after such Court has

considered the objects of the Company and has decided which public benevolent

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institution or body will best carry out all or some of the objects of the Company.

7. True accounts shall be kept of the sums of money received and expended by the

Company and the matter in respect of which such receipt and expenditure takes

place and the property, credits and liabilities of the Company and subject to any

reasonable restrictions as to the time and manner of inspecting the same that may

be imposed in accordance with the Regulations of the Company for the time being,

such accounts shall be open to the inspection of the members. Once at least every

year, the accounts of the Company shall be examined and the correctness of the

Balance Sheet ascertained by one or more properly qualified auditor or auditors.

8. The liability of members is limited.

9. The fourth clause of the Memorandum contains conditions on which the licence is

granted by the Attorney-General of the Commonwealth of Australia in pursuance

and under the provisions of Section 24 of the Companies Ordinance of 1962-1969

of the Australian Capital Territory.

The full names, addresses and occupations of the subscribers are as follows:

Name Address Occupation

Blake Raymond Pelly

Esq.

22 The Crescent

Vaucluse

NSW 2030

Company Director

Robert Lyall Matchett

Esq.

513 Box Road

Jannali

NSW 2226

Education Officer

Richard Seddon

(Professor)

School of Education

Macquarie University

North Ryde

NSW 2113

University Professor

Lieutenant-Colonel

Rollo Franklin Freeth

Gillespie

135 High Street

North Sydney

NSW 2060

Private Secretary

Edward John Culey

Esq.

67 Carrington Road

Wahroonga

NSW 2076

Solicitor

The subscribers are desirous of being formed into a company in pursuance of this

Memorandum of Association.

Signature of Subscribers

Witness to Signatures

Blake R Pelly R H Simon

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48 Wycombe Rd

Neutral Bay

R Matchett W Armour

89 Pacific Ave

Penshurst

Richard Seddon R H Simon

48 Wycombe Rd

Neutral Bay

R Gillespie L Wildman

Government House

Sydney

Edward John Culey P Fogarty

26 Louisa Road

Birchgrove

Dated this 27th day of July, 1972.

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Companies Act 1981 (Commonwealth)

Company Limited by Guarantee

ARTICLES OF ASSOCIATION

OF

UNITED WORLD COLLEGES (AUSTRALIA) TRUST LIMITED ACN 008 498 637

INTERPRETATION

1. (1) Unless the contrary intention appears, in these regulations:

"the Act" means the Companies Act 1981 (Commonwealth);

"Annual General Meeting" means a general meeting of the Company held annually

in accordance with the Act;

"Articles" means the articles of association for the time being of the Company;

"Chairperson" means the President for the time being acting as chairperson, or in

respect of a general meeting and in the event that the President is absent or

unwilling to act, a member appointed for the time being to be chairperson under

Article 16(2) and in respect of a meeting of the Committee and in the event that the

President is absent or unwilling to act, a Director appointed for the time being to be

chairperson under Article 49(2);

"Chairperson of the State Committee" means a member of a State Committee

appointed as chairperson of the State Committee by the Committee;

"Committee" means the governing council of the Company, as constituted under

Article 31;

"the Company" means the United World Colleges (Australia) Trust Limited;

"Director" means an officer or other director appointed or elected in accordance

with these Articles;

"Extraordinary General Meeting" means any general meeting of the Company, not

being an Annual General Meeting, held from time to time in accordance with these

Articles;

“general meeting” includes any Annual General Meeting and any Extraordinary

General Meeting;

"Memorandum" means the memorandum of association for the time being of the

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Company;

"month" means calendar month;

"President" means a member of the Committee so appointed by the Committee

from time to time;

"the Register" means the register of members kept pursuant to the Act;

"the seal" means the common seal of the Company;

"Secretary” means any person appointed to perform the duties of a secretary of the

Company;

"State Committee" means a sub-committee for such of each State and Territory of

the Commonwealth of Australia as the Committee from time to time thinks fit and

to which the Committee has delegated any of its powers or functions in accordance

with the provisions hereof;

"Treasurer" means any person appointed to perform the duties of a treasurer of the

Company;

"year" means calendar year.

(2) Unless the contrary intention appears:

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

(b) words importing the masculine gender include the feminine gender and the neuter

gender and vice versa; and

(c) words importing persons include companies, corporations, institutions, associations

and public bodies.

(3) Unless the contrary intention appears, expressions referring to writing include

references to printing, lithography, photography, electronic media and other modes

of representing or reproducing words in a visible form.

(4) The provisions of the Act and of the Acts Interpretation Act 1901 (Commonwealth)

as in force at the date of which these Articles become binding on the Company

govern the interpretation of words or expressions contained in these Articles.

2. The Company is established for the purposes set out in the Memorandum.

MEMBERSHIP

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3. The number of members with which the Company was registered was one hundred,

but the Committee may from time to time register an increase or decrease of

members.

4. The members of the Company are the subscribers to the Memorandum and such

other persons as the Committee may admit to membership in accordance with these

Articles. Persons who have been awarded scholarships by the Company shall be

encouraged to become members of the Company.

5. (1) Any person (“the applicant”) may apply to become a member of the Company, by

application in writing signed by the applicant and a proposer and seconder, both of

whom are members of the Company and know the applicant personally.

(2) The applicant shall apply in the form prescribed by the Committee.

6. (1) At the next meeting of the Committee after the receipt of any application for

membership, the Committee shall consider the application and shall determine

upon the admission or rejection of the applicant.

(2) If:

(a) the Committee is of the opinion that the qualifications of the applicant would be

beneficial to the carrying out of the objects of the Company; and

(b) the applicant agrees in writing to be bound by the Memorandum and Articles,

the Committee shall admit the applicant to membership of the Company.

7. When an applicant has been accepted or rejected for membership, the Secretary

shall send to the applicant written notice of his or her acceptance or rejection.

CESSATION OF MEMBERSHIP

8. (1) A member may resign his or her membership of the Company by giving notice in

writing to the Secretary.

(2) After resignation a member shall continue liable for:

(a) all arrears due and unpaid at the date of his or her resignation;

(b) all other moneys due by him or her to the Company; and

(c) in addition, any sum not exceeding ten dollars for which he or she is liable as a

member of the Company under clause 5 of the Memorandum.

(3) Upon death or resignation, a member of the Company shall cease to be a member

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of the Company.

(4) Upon cessation of membership, the Secretary shall remove the former member's

name from the Register.

CONDUCT OF MEMBERS

9. (1) If any member:

(a) wilfully refuses or neglects to comply with the provisions of the Memorandum or

Articles; or

(b) is guilty of any conduct which, in the opinion of the Committee, is unbecoming of

a member or prejudicial to the interests of the Company,

the Committee may, by resolution, censure, fine, suspend, or expel the member

from the Company.

(2) At least one week before the meeting of the Committee at which a resolution is

passed under Article 9(1), the Secretary shall give the member notice of:

(a) the meeting;

(b) any allegation made against him; and

(c) the proposed resolution.

(3) At the meeting, and before the passing of the proposed resolution, the Committee

shall afford the member the opportunity of giving, orally or in writing, any

explanation or defence he or she may think fit.

(4) The member may, by notice in writing lodged with the Secretary at least twenty

four hours before the time for holding the meeting at which the proposed resolution

is to be considered by the Committee, elect to have the proposed resolution dealt

with by the Company in general meeting.

(5) If the member makes the election contained in Article 9(4) the Secretary shall call

an Extraordinary General Meeting of the Company for the purpose of dealing with

the proposed resolution.

(6) At the Extraordinary General Meeting called pursuant to Article 9(5), the Company

may, by a majority of two thirds of those present and voting by ballot, pass the

resolution.

(7) At the Extraordinary General Meeting, and before the passing of the resolution, the

Company shall afford the member the opportunity of giving, orally or in writing,

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any explanation or defence he may think fit.

(8) If the resolution is passed under Article 9(6), the Committee shall deal with the

member accordingly.

GENERAL MEETINGS

10. (1) The Company shall hold an Annual General Meeting in accordance with the

provisions of the Act.

(2) All general meetings, other than the Annual General Meetings, shall be called

Extraordinary General Meetings.

11. (1) Any member of the Committee may convene an Extraordinary General Meeting.

(2) On the request of members, in accordance with the provisions of the Act, the

Committee shall convene an Extraordinary General Meeting.

(3) If the Committee does not convene an Extraordinary General Meeting under

Article 11(2), the members who made the request may convene it as provided by

the Act.

12. (1) Subject to the provisions of the Act relating to special resolutions and agreements

for shorter notice, the convener of any general meeting shall give at least fourteen

days notice (exclusive of the day on which notice is served or deemed to be served,

and exclusive of the day for which notice is given) of the general meeting to those

persons entitled to receive the notice from the Company.

(2) In the notice of a general meeting, the convener shall:

(a) specify the place, day and hour of the general meeting; and

(b) state the general nature of the business to be transacted at the meeting.

(3) Despite the provisions of Article 12(2), it is not necessary for a notice of an Annual

General Meeting to state that the business to be transacted at the meeting includes

the consideration of accounts, the reports of the Committee and the Auditor, the

election of officers and other Directors in place of those retiring, and the

appointment and fixing of the remuneration of the Auditors.

13. At each Annual General Meeting, the Committee shall submit to the members of

the Company a report including:

(a) a summary of the activities of the Company since the last Annual General Meeting;

and

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(b) any other particulars which the Committee deems desirable.

QUORUM AT GENERAL MEETINGS

14. (1) Unless a quorum of members is present at the time when a general meeting

proceeds to business, the Company shall not transact any business at the meeting.

(2) For the purposes of this Article and Articles 15 and 17, a quorum is five members

present in person.

(3) For the purposes of this Article, Articles 15 to 19 inclusive and Article 34,

"member present" includes a person attending as a proxy, an attorney or a duly

authorised representative of a corporation which is a member.

15. (1) If:

(a) within half an hour from the time appointed for a general meeting, a quorum is not

present; and

(b) the general meeting was convened upon the requisition of members,

the meeting will be dissolved.

(2) In any case other than that referred to in Article 15(1), if within half an hour from

the time appointed for a general meeting, a quorum is not present, the meeting will

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 Committee may determine.

(3) If, within half an hour from the time appointed for the adjourned meeting, a

quorum is not present, the members present (being not less than three) may

constitute a quorum.

(4) If the number of members present under Article 15(3) is less than three, the

meeting will be dissolved.

CHAIR OF GENERAL MEETINGS

16. (1) The President shall preside as Chairperson at every general meeting of the

Company.

(2) If:

(a) there is no President;

(b) the President is not present within fifteen minutes after the time appointed for the

holding of the meeting; or

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(c) the President is unwilling to act as Chairperson,

the members present shall elect one of their number to be Chairperson of the

general meeting.

ADJOURNMENT OF GENERAL MEETINGS

17. (1) With the consent of any meeting at which a quorum is present, the Chairperson

may and shall, if so directed by the meeting, adjourn the meeting from time to time

and from place to place.

(2) The Company shall not transact any business at any adjourned meeting, other than

the business left unfinished at the meeting from which the adjournment took place.

(3) When a meeting is adjourned for thirty days or more, the Chairperson, or in

default, the Secretary, shall give notice of the adjourned meeting as in the case of

an original meeting.

(4) Notice of an adjournment or the business to be transacted at an adjourned meeting

is not necessary except under Article 17(3).

18. (1) Unless a poll is demanded (before or on the declaration of the result by a show of

hands):

(a) by the Chairperson; or

(b) by at least three members present,

the Company shall decide a resolution at any general meeting by a show of hands.

(2) Unless a poll is demanded:

(a) a declaration by the Chairperson that a resolution has, on a show of hands, been

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

(b) an entry to that effect in the book containing the minutes of the proceedings of the

Company,

is conclusive evidence of the declaration by the Chairperson, without proof of the

number or proportion of the votes recorded in favour of or against the resolution.

(3) The person or persons demanding a poll may withdraw the demand.

19. (1) If a poll is duly demanded, the Chairperson shall take it in such manner, either at

once or after an interval or adjournment or otherwise, as he or she directs.

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(2) The result of the poll is the resolution of the meeting at which the poll was

demanded.

(3) If a poll is demanded on the election of a chairperson or on a question of

adjournment, the Chairperson shall take the poll forthwith.

20. In the case of an equality of vote, whether on a show of hands or on a poll, the

Chairperson of the meeting at which the show of hands takes place or at which the

poll is demanded shall have a second or casting vote.

ENTITLEMENT TO VOTE AT GENERAL MEETINGS

21. (1) A member may vote at a meeting, an adjourned meeting or a poll in person, by

proxy, by attorney or, if a corporation, by a duly authorised representative.

(2) On a show of hands every member present in person, by proxy, by attorney or, if a

corporation, by a duly authorised representative shall have one vote.

(3) On a poll every member present in person, by proxy, by attorney or, if a

corporation, the duly authorised representative shall have one vote.

22. (1) A member who is of unsound mind, or whose person or estate is liable to be dealt

with in any way under the law relating to mental health may vote, whether on a

show of hands or on a poll, by his committee, or by his trustee, or by such other

person as properly has the management of his estate.

(2) Any committee, trustee or other person under Article 22(1) may vote by proxy or

attorney.

(3) Unless the contrary intention appears, this Article applies to Articles 14 to 29

inclusive.

APPOINTMENT OF A PROXY

23. (1) A member may appoint a proxy by instrument in writing under his or her hand or

under the hand of his or her attorney duly authorised in writing.

(2) If the member is a corporation, it may appoint a proxy either under seal or under

the hand of an officer or attorney duly authorised.

(3) The instrument appointing a proxy is sufficient to confer authority to demand or

join in demanding a poll.

(4) A member shall be entitled to instruct his or her proxy in favour of or against any

proposed resolutions.

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(5) Unless otherwise instructed the proxy may vote as he or she thinks fit.

24. A member may appoint a proxy by an instrument in the following form or in a

common or usual form:

United World Colleges (Australia) Trust Limited

I,............................of...................................being a member of United World

Colleges (Australia) Trust Limited (the "Company") hereby appoint

..................................................of.....................................or failing him or

her...................................of............................................as my proxy to vote for me

on my behalf at the (Annual or Extraordinary, as the case may be) General

Meeting of the Company, to be held on................................the...........................day

of...............................and at any adjournment thereof.

My proxy is hereby authorised to vote in favour of/against the following

resolutions........................................................ If no directions are given my proxy

may vote as he or she thinks fit or may abstain.

Signed this.....................day of................................................

25. (1) Not less than forty-eight hours before the time for holding a meeting or adjourned

meeting, any member wishing to name a proxy for that meeting or adjourned

meeting shall deposit at the registered office of the Company or at such other place

as is specified for that purpose in the notice convening the meeting:

(a) the instrument appointing a proxy; and

(b) the power of attorney or other authority, if any, under which it is signed, or, a

notarially certified copy of that power or authority.

(2) The provisions in Article 25(1) apply to a poll, except that the documents need

only be deposited within twenty-four hours before the time for holding a poll.

(3) For the purposes of this Article, if a proxy, attorney or duly appointed

representative has already been validly appointed for a meeting, it is not necessary

for him or her to be reappointed for any adjournment or poll of that meeting for

which he or she has been appointed.

26. In the event of:

(a) death or unsoundness of mind of the appointer of a proxy or attorney;

(b) revocation of the instrument of proxy, attorney or authority of the representative; or

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(c) revocation of the authority or power of attorney under which the instrument of

proxy or attorney was executed, and

if no instrument in writing of the death, unsoundness of mind or revocation has

been received by the Secretary before the commencement of the meeting,

adjourned meeting or poll at which the instrument is to be relied upon, the

Company shall treat a vote given in accordance with the terms of the instrument as

valid.

27. Unless a challenge is made before, or at, a general meeting, adjourned general

meeting or poll of a general meeting, no person, being a member of the Company

or not, may challenge the rights of any other person to attend and vote at any

general meeting, adjourned general meeting or poll of a general meeting.

WRITTEN RESOLUTIONS

28. (1) Subject to the Act, by writing signed by all the members of the Company for the

time being present in Australia and entitled to receive notice of a general meeting

of the Company, the Company may pass a valid and effectual resolution as if it has

been passed at a general meeting of the Company duly convened and held.

(2) The resolution under Article 28(1) may consist of several documents in like form,

each signed by one or more members of the Company.

(3) It is sufficient for the purposes of this Article that a telegram, cablegram, wireless

message, telex, facsimile, email or other communication received in visible,

including electronic, form purporting to be signed by the member of the Company,

is addressed to and received by the Secretary.

INVITATION TO GENERAL MEETINGS

29. To secure the widest participation in the activities of the Company and carry out its

objects, the Committee may, by resolution, invite representatives of any

association, organisation, university, college, department of government, federal,

state or municipal, or any other group to attend any general meeting of the

Company with the right of the representatives to participate in discussions, but

without the right to vote.

THE COMMITTEE

30. (1) A President, the Secretary and the Treasurer shall be the officers of the Company.

(2) All officers must be members of the Company.

31. (1) The Committee shall comprise of the officers and such other members of the

Company (not being more than seven), all of whom shall be elected or appointed as

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herein provided. The Committee shall be collectively and individually known as

Directors.

(2) All Directors must be members of the Company.

ELECTION OF DIRECTORS

32. (1) At the first Annual General Meeting of the Company and at the Annual General

Meeting of the Company in each year thereafter, the Company shall elect the

officers and other Directors from among the members.

(2) The officers and other Directors shall hold office until the next Annual General

Meeting when they shall retire, but remain eligible for re-election.

33. The Company shall elect its officers and other Directors in the manner set out in

Article 34.

34. (1) Any two members of the Company may in writing signed by the nominee, proposer

and seconder, and lodged with the Secretary at least twenty-one days before the

Annual General Meeting at which the election is to take place, nominate any other

member (the nominee) to serve as an officer or other Director.

(2) The Secretary shall post, in a conspicuous place in the registered office of the

Company for at least seven days immediately preceding the Annual General

Meeting, a list of the names of the candidates in alphabetical order, with the

proposers' and seconders' names.

(3) If necessary, the Secretary shall prepare balloting lists containing the names of the

candidates in alphabetical order.

(4) Each member present at the Annual General Meeting shall be entitled to vote for

any number of the candidates not exceeding the number of vacancies.

(5) If there are not sufficient number of candidates nominated, the Committee may fill

the remaining vacancy or vacancies by co-option.

NUMBER OF DIRECTORS

35. The Company may from time to time, by ordinary resolution passed at a general

meeting, increase or reduce the maximum number or the minimum number of

Directors.

CASUAL VACANCIES ON THE COMMITTEE

36. (1) The Committee may at any time appoint any member to the Committee, either to

fill a casual vacancy or as an addition to the existing officers or other Directors.

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(2) If the total number of officers or other Directors would exceed the number fixed in

accordance with these Articles, the Committee shall not appoint any member to the

Committee.

(3) Any officer or other Director appointed under Article 36(1) may hold office only

until the next following Annual General Meeting.

APPOINTMENT OF ALTERNATE DIRECTORS

37. (1) A Director may, with the approval of the Committee, appoint a person, whether a

member of the Company or not, to be an Alternate Director in his or her place

during such period as he or she thinks fit.

(2) An Alternate Director is entitled to notice of meetings of the Committee.

(3) If the appointer is not present at a meeting, the Alternate Director may attend and

vote in his or her place.

(4) An Alternate Director may exercise any of the powers that the appointer may

exercise.

(5) Any exercise of the powers of the appointer by the Alternate Director will be

deemed to be the exercise of the power by the appointer.

(6) Notwithstanding that the period of the appointment of an Alternate Director has not

expired, the appointer may terminate the appointment of an Alternate Director.

(7) If the appointer vacates or loses office as a Director, the appointment of his

Alternate Director shall terminate immediately.

(8) A Director may appoint or terminate the appointment of an Alternate Director by

notice in writing only, signed by the Director and served on the Company.

REMOVAL AND REPLACEMENT OF DIRECTORS

38. (1) The Company may, by ordinary resolution, of which special notice has been given,

remove any Director before the expiration of his or her period of office.

(2) The Company may, by ordinary resolution, appoint another person to replace the

person removed under Article 38(1).

(3) The person appointed under Article 38(2) shall hold office only until the next

following Annual General Meeting, but is then entitled to stand for election as a

Director in accordance with the Articles.

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39. (1) If a Director:

(a) becomes bankrupt or makes any arrangement or composition with his creditors

generally;

(b) becomes prohibited from being a director of a Company by reason or any order

made under the Act;

(c) ceases to be a Director by operation of section 226 of the Act;

(d) 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;

(e) resigns his or her office by notice in writing to the Company;

(f) is absent for more than six months without permission of the Committee from

meetings of the Committee held during that period; or

(g) ceases to be a member of the Company,

he or she shall forthwith lose his or her office as a Director.

CONFLICT OF INTEREST

40. (1) A Director shall not vote in respect of any contract or proposed contract, or any

matter arising out of any contract, or proposed contract, in which he or she is

directly or indirectly interested.

(2) If a Director does vote contrary to Article 40(1), the Chairperson of the meeting or

general meeting at which the Director votes shall not count that vote in any show

of hands or poll.

POWERS AND DUTIES OF THE COMMITTEE

41. (1) The Committee shall manage the business of the Company.

(2) The Committee may pay all expenses incurred in promoting and registering the

Company.

(3) The Committee may exercise all powers of the Company as are not, by the Act or

by the Articles, required to be exercised by the Company in general meeting.

(4) Article 41(3) is subject to any of these Articles, to the provisions of the Act, and to

any regulations, being not inconsistent with these Articles or the provisions of the

Act, as may be prescribed by the Company in general meeting.

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(5) The Company shall not by resolution, or regulation, invalidate any prior act of the

Committee which would have been valid if that resolution or regulation had not

been passed or made.

42. (1) The Committee may exercise all the powers of the Company:

(a) to borrow money;

(b) to mortgage or charge its property, or any part thereof; and

(c) to issue debentures and other securities,

whether outright or as security for any debt, liability, or obligation of the Company.

(2) Subject to these Articles, the Committee may define, alter or limit the powers,

authorities, discretions and duties of the Treasurer and any other officer of the

Company.

43. (1) Any two Directors may sign, draw, accept, endorse or otherwise execute, as the

case may be, all cheques, promissory notes, drafts, bills of exchange and other

negotiable instruments, and all receipts for money paid to the Company.

(2) The Committee may determine another manner of performing the functions

contained in Article 43(1).

MINUTES

44. (1) The Committee shall cause minutes to be made:

(a) of all appointments of officers and servants;

(b) of the names of Directors present at all meetings of the Company and of the

Committee; and

(c) of all proceedings at all meetings of the Company and of the Committee.

(2) The Chairperson of the meeting at which the proceedings were held or the

Chairperson of the next succeeding meeting shall sign the minutes.

PROCEEDINGS OF THE COMMITTEE

45. (1) The Committee may meet together for the dispatch of business, adjourn and

otherwise regulate its meetings as it thinks fit.

(2) A Director may at any time convene a meeting of the Committee.

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(3) On the request of a Director, the Secretary shall convene a meeting of the

Committee.

(4) If the Secretary does not convene a meeting under Article 45(3), the Director who

made the request Director may convene it.

46. (1) Subject to these Articles, the Committee shall decide questions arising at any

meeting of the Committee by a majority of votes.

(2) A determination by a majority of the Directors is a determination of the

Committee.

(3) In case of an equality of votes, the Chairperson of the meeting shall have a second

or casting vote.

QUORUM FOR COMMITTEE MEETINGS

47. The quorum necessary for the transaction of the business of the Committee is three.

48. (1) Despite any vacancy in the Committee, the continuing Directors may continue to

act.

(2) If, and so long as, the number of Directors is reduced below the number fixed by or

pursuant to these Articles as the necessary quorum of the Committee, the

continuing Director or Directors may only act for the purpose of increasing the

number of Directors to the number necessary for a quorum of the Committee or for

convening a general meeting of the Company.

CHAIRPERSON OF COMMITTEE MEETINGS

49. (1) The President shall preside as Chairperson at every meeting of the Committee.

(2) If:

(a) there is no president;

(b) the President is not present at a meeting of the Committee within ten minutes after

the time appointed for holding the meeting; or

(c) the President is unwilling to act

the Directors may chose one of their members to be Chairperson of the meeting.

STATE AND SUB COMMITTEES

50. (1) The Committee may delegate any of its powers or functions (not being duties

imposed on the Committee as the Directors of the Company by the Act or the

22

general law) to one or more sub-committees, including a State Committee.

(2) Each sub-committee and each State Committee shall consist of such member or

members of the Company as the Committee thinks fit, upon such terms and

conditions as the Committee considers appropriate.

(3) The Committee may, from time to time, appoint a member of a State Committee to

be the Chairperson of the State Committee.

(4) The members of each sub-committee, not being a State Committee, may appoint

one of their number to be the chairperson of such sub-committee.

PROCEEDINGS OF STATE AND SUB COMMITTEES

51. (1) Each sub-committee and each State Committee may meet and adjourn as it thinks

proper.

(2) Each sub-committee and each State Committee shall determine questions arising at

any meeting by a majority of votes of the members present.

(3) In the case of an equality of votes, the chairperson or the Chairperson of the State

Committee, as the case may be, shall have a second or casting vote.

DEFECTIVE APPOINTMENTS AND PROCEEDINGS

52. Notwithstanding that it is afterwards discovered that there was some defect in the

appointment of any Director, or that the Directors or any of them were disqualified,

all acts done by any meeting of the Committee, sub-committee or of a State

Committee or by any person acting as a Director or member of a sub-committee

shall be as valid as if every disqualified or defectively appointed person had been

duly appointed and was qualified to be a Director or member of a sub-committee.

WRITTEN RESOLUTIONS

53. (1) The Committee may pass a valid and effectual resolution, by writing signed by all

the Directors for the time being present in Australia and entitled to receive notice

of a meeting of the Committee, as if it had been passed at a meeting of the

Committee duly convened and held.

(2) The resolution under Article 53(1) may consist of several documents in like form,

each signed by one or more Directors.

(3) It is sufficient for the purposes of this article that a telegram, cablegram, wireless

message, telex, facsimile, email or other communication received in visible,

including electronic, form purporting to be signed by the Director is addressed to

and received by the Secretary.

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PHYSICAL PRESENCE AT MEETINGS

54. The Company may conduct meetings without Directors being in the physical

presence of other Directors provided that all the Directors involved in the meeting

are able simultaneously to communicate with each other and to participate in

discussion.

SECRETARY

55. (1) The Committee shall, in accordance with the Act, appoint a Secretary for such term

and upon such conditions as the Committee thinks fit.

(2) Any Secretary appointed by the Committee may be removed by it.

(3) The Committee may appoint a member of the Company as Honorary Secretary.

(4) Any member appointed Honorary Secretary becomes an officer of the Company

and, if not already a Director, ex officio a Director.

(5) The Secretary shall keep and maintain the Register.

(6) Subject to these Articles, the Committee may define, alter or limit the powers,

authorities, discretions and duties of the Secretary.

SEAL

56. (1) The Committee shall provide for the safe custody of the seal.

(2) The Committee may authorise the use of the seal.

(3) A sub-committee of Directors, authorised by the Committee in that behalf, may

authorise the use of the seal.

(4) For the use of the seal on any instrument to be valid:

(a) a Director; and

(b) the Secretary, a second Director or some other person appointed by the Committee

for that purpose

must sign the instrument to which the seal is affixed.

PATRONS

57. The Committee may appoint a Patron or Patrons of the Company.

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ACCOUNTS

58. The Committee shall keep true accounts of:

(a) the sums of money received and expended by the Company and the matter in

respect of which the receipt or expenditure takes place; and

(b) the property, credits and liabilities of the Company.

59. (1) The Company shall keep the accounts at the registered office of the Company or at

such other place or places as the Committee may think fit.

(2) The Treasurer shall ensure that the accounts are open to the inspection of all

Directors at all times.

(3) Subject to Article 59(2), the Treasurer shall ensure that the accounts are open to the

inspection of all other members of the Company, not being Directors.

(4) The Committee may impose any reasonable restrictions as to the time and manner

of inspection of the accounts by members of the Company not being Directors.

60. At least once every year, the Committee shall submit the accounts of the Company

to one or more qualified auditor or auditors for them to examine the accounts,

ascertain the correctness of the balance sheet and submit a report to the members of

the Company in accordance with the provisions of the Act.

AUDITORS

61. In accordance with the Act, the Company shall appoint, fix the remuneration of and

regulate the duties of an auditor or auditors.

NOTICES

62. (1) The Company may give a notice to any member either:

(a) personally;

(b) by sending it by post to him or her at his or her address appearing in the Register;

or

(c) if he or she has no registered address within the Commonwealth of Australia, by

sending it by post to him or her at the address, if any, within the Commonwealth of

Australia supplied by him or her to the Company for the giving of notices to him or

her.

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(2) Where a notice is sent by post:

(a) service of notice will be deemed effective by properly addressing, prepaying and

posting a letter containing the notice; and

(b) service of notice will be deemed to have been effected at the time when the letter

would be delivered in the ordinary course of post.

(3) A Director may certify in writing, signed by him, that the letter or wrapper

containing the notice under Article 62(2) was addressed correctly, prepaid and

posted.

(4) A certificate under Article 62(3) is conclusive evidence of the requirements under

Article 62(2)(a).

NOTICE OF GENERAL MEETINGS

63. (1) The convener of every general meeting shall give notice according to the method

contained in Article 62 to:

(a) every member of the Company except those members who, having no registered

address within the Commonwealth of Australia, have not supplied to the Company

an address within the Commonwealth of Australia for the giving of notices to

them; and

(b) the auditor or auditors of the Company.

(2) Other than those stated in Article 63(1), no person is entitled to receive notice of

general meetings.

(3) The accidental omission to give notice of a meeting to, or the non-receipt of notice

of a meeting or general meeting by, any member of the Company does not

invalidate the proceedings at that meeting or general meeting.

COMMUNICATION WITH THE COMPANY

64. Any person may give any communication or notice to the Company by giving it to

the Secretary either personally or by sending it by post to him or her at the

registered office of the Company.

INDEMNITY

65. If any Director, the Secretary, the Auditor and any other officer of the Company for

the time being incurs any liability, arising out of the duties of his or her office, in

defending any proceedings, whether civil or criminal, in which judgment is given

in his or her favour or in which he or she is acquitted or in connection with any

26

application under the Act in which relief is granted to him or her by the court in

respect of any negligence, default, breach of duty or breach of trust, the Company

shall indemnify him or her out of the assets of the Company.

TRANSITION

66. (1) The Committee may at any time, and from time to time, write to all or any of the

members of the Company to determine their willingness to remain members of the

Company.

(2) If the Committee writes to the members of the Company, the Committee shall give

notice in writing to the member that the member may, at the discretion of the

Committee, be removed from membership of the Company if:

(a) the Committee writes to him two times over a period of at least two months; and

(b) the member does not give notice to the Company of his willingness to remain a

member of the Company within one month after the last of the two letters by the

Committee.

(3) If:

(a) the Committee gives notice two times over a period of at least two months

according to Article 66(2); and

(b) the member does not give notice to the Company of his or her willingness to

remain a member of the Company within one month after the last of the two

notices by the Committee,

the Committee may remove the member from the Register.

(4) If the Committee removes the name of a member from the Register under Article

66(3), the member is deemed to have resigned and ceased to be a member.

We, the several persons whose signatures are subscribed, being subscribers to the

Memorandum of Association, hereby agree to the foregoing Articles of

Association.

Signature of Subscribers Witness to Signatures

Blake R Pelly R H Simon

48 Wycombe Rd

Neutral Bay

27

R Matchett W Armour

89 Pacific Ave

Penshurst

Richard Seddon R H Simon

48 Wycombe Rd

Neutral Bay

R Gillespie L Wildman

Government House

Sydney

Edward John Culey P Fogarty

26 Louisa Road

Birchgrove

Dated this 27th day of July, 1972.