` SPECIAL OLYMPICS AUSTRALIA ON-LINE DOCUMENT: SOA CONSTITUTION - THIS IS A DEMONSTRATION PAGE Clause Heading Page 1 Preliminary - Explanation of Terms used 1 2 Company's Principal Purpose 3 2a Company's Principal Purpose 2b Income and Property 3 Membership 4 3a Members 3b Application for Membership 3c Approval of Membership 3d Fees payable by Members 3e Rights and privileges of Membership 3f Resignation or expulsion of Member and Member's right to challenge 3g Other grounds for cessation of Membership 3h Limited Liability 3i Members' guarantee 4 General Meetings 7 4a Annual General Meetings 4b Venue and conduct of general meetings 4c Deemed holding of Annual General Meeting 4d Calling of general meetings 4e Notice of general meetings 4f Contents of notice of general meetings 4g Omission to give notice 5 Proceedings at General Meeting 8 5a Business at annual general meeting 5b Quorum for general meeting 5c Member deemed to be present 5d No quorum 5e Chairperson of general meeting 5f Powers of chairperson and deputy chairperson 5g Adjournment of general meeting 5h Notice of adjourned meeting 6 Voting 9 6a Matters requiring a Special Resolution 6b Resolution determined by majority 6c Votes 6d Objections to qualification to vote 6e Attorney of Member 7 Proxies 11 7a Instrument appointing proxy 7b Validity of appointment 7c Validity of vote given in accordance with proxy 7d Form of proxy 8 Resolutions without meetings 11 9 Directorship 12 9a Number of directors 9b Residence of directors 9c Consent to act as Director 9d Composition of the Board 9e Auditor cannot be Director 9f No Alternate Directors 9g Appointment or removal of Directors 9h Vacancies 10 Directors' terms 13 10a Directors' tenure of office 10b Retiring Director eligible for re-election 10c Vacation of office 11 Proceedings of Director s 14 11a Board meetings and quorum for Board meetings 11b Use of Technology 11c Calling of Board meeting and place of meeting 11d Board meeting competent to exercise all powers 11e Resolution passed deemed to be determination of Board 11f Chairperson of Board meetings 11g Questions to be decided by majority 11h Committee powers and meetings 11i Resolutions without meetings 11j Validity of acts of Directors 12 Directors' contracts 16 12a Directors not disqualified from holding office or contracting with the Company 12b Director may hold office or act in professional capacity 12c Director may vote on contract in which that Director is interested 12d Director not deemed to be interested in certain contracts or arrangements 12e Directors to declare interest 12f Directors to declare potential conflicts 12g Secretary to record Declarations of Directors 12h Effect of failure to make or record disclosures 13 Powers of Directors 17 13a Powers of Directors 13b Powers to borrow or raise money 13c Directors may vote shares in other corporations 13d Security over the Company's assets 14 CEO 18 14a Chief Executive Officer [CEO] 14b Directors may confer powers on the CEO 15 Directors Remuneration and Expenses 18 15a Remuneration of Directors 15b Expenses of Directors 16 Local Management and Attorneys 19 16a Local Boards and Agencies 16b Appointment of Attorney 16c Sub-delegation of Powers 17 Minutes and Registers to be kept 19 17a Minutes 17b Registers 17c Overseas branch registers 18 The Secretary 20 18a Appointment of Secretary 19 The Seal 20 19a Use of the Seal 20 Negotiable instruments 21 20a Terms of negotiable instruments 21 Asset Valuation 21 21a Revaluation of assets 22 Financial statements 21 22a Financial records 22b Financial statements/reports 23 Audit 22 23a Auditors 23b Approval of financial statements 24 Gift Fund 22 24a The Gift Fund 24b Limits on use of Gift Fund 24c Maintaining the Fund 24d Winding up of Gift Fund 25 Gift Deductible Recipient Status 23 25a Maintaining Gift Deductible Recipient Status 25b Winding up or Revocation of Endorsement 26 Inspection of records 25 26a Right to inspect 27 Notices 25 27a Service of notices by Company 27b Electronic communications 27c Notice deemed to be served 27d Service by post 27e Notices to Members whose whereabouts unknown 27f Signing notices 27g Counting of days 28 Winding up 27 28a Distribution of Assets 28b Fee or Commission paid to Liquidator to be approved in general meeting 29 Indemnity and Insurance 27 29a Indemnity 29b Insurance 30 Internal Disputes 28Home | SOA Docs | Mgt | Mtg | Minutes | Reports | Correspondence | Participation | Ath Mem | Vol Mem | Disclaimer | Copyright
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