[{"id":"874f516e-341e-4ade-89fe-f6c7e43cee85","order":1,"text":"CONSTITUTION","fontSize":"22","textAlign":"center","bold":true,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"a1f92994-81fc-480b-a705-c1d07b6a597d","order":2,"text":"of","fontSize":"14","textAlign":"center","bold":false,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"285c4cc4-8d12-4e2b-8ddc-446c809761e1","order":3,"text":"[Company name]
ACN [ACN]","fontSize":"20","textAlign":"center","bold":true,"underline":false,"marginBottom":"6","cflou":false,"active":true},{"id":"4650fb6c-2608-4647-9b39-5592615377bf","order":4,"text":"A proprietary company limited by shares","fontSize":"14","textAlign":"center","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true,"displayConditions":[{"field":"f2a9c398-4c9d-4b78-9cf8-4e65dd6e7f23","value":"smsf","type":"remove","operator":"="}]},{"id":"19f9b40d-3669-481f-8720-04b442efd087","order":5,"text":"A proprietary company limited by shares — special purpose company (superannuation trustee)","fontSize":"14","textAlign":"center","bold":false,"underline":false,"marginBottom":"4","cflou":false,"active":true,"displayConditions":[{"field":"f2a9c398-4c9d-4b78-9cf8-4e65dd6e7f23","value":"smsf","type":"add","operator":"="}]},{"id":"73e47a18-9f03-42d8-9e0f-abb43a58b1f4","order":6,"text":"Adopted on [Date of adoption]","fontSize":"14","textAlign":"center","bold":false,"underline":false,"marginBottom":"30","cflou":false,"active":true},{"id":"8f27b8d5-52c3-45e0-8441-ff0c46930a8c","order":7,"text":"This Constitution is adopted by the members of the Company under section 136 of the Corporations Act 2001 (Cth) and takes effect as a contract between the Company and each member, between the Company and each director and the company secretary, and between a member and each other member, in accordance with section 140 of that Act.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"30","cflou":false,"active":true},{"id":"c6418c49-0d0e-4fda-b36d-2cf9732cf3d9","order":8,"text":"1. PRELIMINARY","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"10","sectionNum":"S01"},{"id":"27ba1577-17e1-466c-8106-12ddc3380081","order":9,"text":"The name of the Company is [Company name] and the Australian Company Number of the Company is [ACN].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7ffbdfdc-8cdf-4dba-b5cd-6f727a602de3","order":10,"text":"The Company is a proprietary company limited by shares and is registered under the Corporations Act 2001 (Cth) in New South Wales. The liability of the members is limited.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"9db03200-b0ef-4765-80b5-d7253efb0a27","order":11,"text":"The registered office of the Company is at [Registered office address], and its principal place of business is at [Principal place of business], or at such other places as the directors may from time to time determine.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"055a1941-d594-491f-ab63-1051aa760107","order":12,"text":"In this Constitution, unless the contrary intention appears: "Act" means the Corporations Act 2001 (Cth) as amended from time to time; "ASIC" means the Australian Securities and Investments Commission; "Company" means [Company name]; "Constitution" means this constitution as amended from time to time; "director" means a person appointed to the position of a director of the Company and includes an alternate director acting as such; "member" means a person entered in the Register of Members as the holder of a share; "Register" means the register of members kept under section 169 of the Act; "Secretary" means a person appointed as company secretary of the Company; and "share" means a share in the capital of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"465646c8-8c0c-4f31-96db-09df20dda178","order":13,"text":"An expression used in this Constitution that is defined in the Act has, unless the contrary intention appears, the same meaning in this Constitution as it has in the Act. Words importing the singular include the plural and vice versa, words importing any gender include every gender, and a reference to a person includes a body corporate. Headings are inserted for convenience only and do not affect interpretation. A reference to a statute includes any statutory modification or re-enactment of it and any regulations made under it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2e4d7f7b-711d-4cba-89fd-70023c60dd5c","order":14,"text":"The replaceable rules contained in the Act are displaced in their entirety in relation to the Company and do not apply to the Company, pursuant to section 135(2) of the Act. This Constitution operates to the exclusion of those replaceable rules. To the extent of any inconsistency between this Constitution and a mandatory provision of the Act, the Act prevails and this Constitution is to be read as if the inconsistent provision were modified or omitted to the extent necessary to resolve the inconsistency.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"89581dd9-d990-43a9-9418-b4ef285ce19f","order":15,"text":"2. PROPRIETARY COMPANY REQUIREMENTS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"10","sectionNum":"S02"},{"id":"dff2b9d4-c5d7-4fa2-9ae7-69c4a778d829","order":16,"text":"The Company must at all times comply with section 113 of the Act. The Company must not have more than 50 non-employee shareholders and must not engage in any activity that would require the lodgement of a disclosure document under Chapter 6D of the Act, other than an offer that does not need disclosure to investors under that Chapter.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a0babb80-56bf-40cd-80f2-97b3ea86f4e2","order":17,"text":"If the Company contravenes section 113 of the Act, ASIC may require the Company to change to a public company. The directors must take all reasonable steps to ensure that no act or omission of the Company causes such a contravention.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a0e60d63-266e-4460-924e-558844c97a28","order":18,"text":"The Company is a special purpose company for the purposes of the Corporations (Review Fees) Regulations 2003 (Cth) and the sole purpose of the Company is to act as the trustee of a regulated superannuation fund within the meaning of the Superannuation Industry (Supervision) Act 1993 (Cth). The Company must not carry on any business or activity other than acting as trustee of such a fund and doing all things incidental to that office.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"f2a9c398-4c9d-4b78-9cf8-4e65dd6e7f23","value":"smsf","type":"add","operator":"="}]},{"id":"3cfb3fd1-ab38-4dc2-947a-fad72208b2ad","order":19,"text":"The Company must not exceed the powers, and must not act otherwise than in accordance with the constitutional requirements, prescribed by regulation 3.6.01 of the Corporations Regulations 2001 (Cth) for a special purpose company. The Company is prohibited from distributing income or property to its members except as expressly permitted by that regulation, and no director of the Company may receive remuneration from the Company or from the fund for the performance of duties as trustee of the fund, other than reimbursement of expenses properly incurred.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"f2a9c398-4c9d-4b78-9cf8-4e65dd6e7f23","value":"smsf","type":"add","operator":"="}]},{"id":"6c2302e8-c04b-430a-8ed9-5dfb38efc33a","order":20,"text":"Each director and each member of the Company must not be a disqualified person within the meaning of section 120 of the Superannuation Industry (Supervision) Act 1993 (Cth). A person who becomes a disqualified person must immediately give written notice to the Company and is taken to have vacated office as a director on the date on which the disqualification arises.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"f2a9c398-4c9d-4b78-9cf8-4e65dd6e7f23","value":"smsf","type":"add","operator":"="}]},{"id":"3ee2d1d8-61cd-498f-817b-c1437275c868","order":21,"text":"The Company is not a special purpose company and may carry on any lawful business or activity that the directors determine.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"f2a9c398-4c9d-4b78-9cf8-4e65dd6e7f23","value":"smsf","type":"remove","operator":"="}]},{"id":"15853e0b-951b-430d-8b30-aa06a23ec4b0","order":22,"text":"3. POWERS OF THE COMPANY","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"10","sectionNum":"S03"},{"id":"0779b163-9044-4c4f-9107-c9fb2c906e53","order":23,"text":"Subject to the Act and to this Constitution, the Company has the legal capacity and powers of an individual as well as all the powers of a body corporate conferred by section 124 of the Act, including the power to issue and cancel shares, to issue debentures, to grant options over unissued shares, to distribute property among members in kind, to give security by charging uncalled capital, to grant a circulating security interest over its property, to arrange to be registered outside Australia, and to do anything it is authorised to do by any other law.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"f2a9c398-4c9d-4b78-9cf8-4e65dd6e7f23","value":"smsf","type":"remove","operator":"="}]},{"id":"a4ae3bef-402b-4cbb-b87d-8d11e8629f01","order":24,"text":"The powers of the Company under section 124 of the Act are exercisable only for, and to the extent necessary or incidental to, the sole purpose of acting as trustee of a regulated superannuation fund as set out in the Part entitled "PROPRIETARY COMPANY REQUIREMENTS". Any exercise of power beyond that purpose is contrary to this Constitution, although no act of the Company is invalid merely because it is contrary to or beyond any objects in this Constitution.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"f2a9c398-4c9d-4b78-9cf8-4e65dd6e7f23","value":"smsf","type":"add","operator":"="}]},{"id":"2385b5c8-48ea-465c-bcc6-2173fb0143c2","order":25,"text":"The Company may execute a document as provided by section 127 of the Act, with or without using a common seal. If the Company has a common seal, it must be kept in the custody the directors determine and may only be used with the authority of the directors. The directors may resolve that the Company have a duplicate seal or a share seal.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"cfcd3278-cd46-4ec7-80f9-85d5b76fa2c6","order":26,"text":"A person having dealings with the Company is entitled to make the assumptions set out in section 129 of the Act, and the Company is not entitled to assert against that person that those assumptions are incorrect, except as permitted by section 128(4) of the Act.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"71e379bb-d70f-49e8-81c4-4babdcc49f5b","order":27,"text":"4. SHARE CAPITAL","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"10","sectionNum":"S04"},{"id":"3bbc0bbc-d637-4cbb-a2fd-3591c87198d6","order":28,"text":"The share capital of the Company is divided into ordinary shares. All shares in the Company are of one class, namely ordinary shares, and confer on their holders identical rights as to voting, dividends, distributions of capital and return of capital on a winding up, subject to this Constitution.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"39c18a81-942b-46c5-9ab0-f44a139de33a","value":"multi","type":"remove","operator":"="}]},{"id":"1e470f34-7fb0-4985-8cc5-cb9fdf9b0e28","order":29,"text":"The share capital of the Company is divided into ordinary shares and into separate classes of dividend access shares designated Class A shares, Class B shares and Class C shares. Ordinary shares confer on their holders the right to receive notice of, attend and vote at general meetings, the right to participate in dividends as declared, and the right to participate in the distribution of surplus assets on a winding up.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"39c18a81-942b-46c5-9ab0-f44a139de33a","value":"multi","type":"add","operator":"="}]},{"id":"5b25994d-4893-48db-bb1e-e5d729105531","order":30,"text":"Class A shares, Class B shares and Class C shares each confer on their holders the right to receive such dividends as the directors may in their absolute discretion determine to declare in respect of that class alone, without any obligation to declare an equal or any dividend in respect of any other class. Those shares carry no right to vote at general meetings, except as required by the Act or on a resolution to vary the rights attached to that class. Those shares carry no right to participate in the distribution of surplus assets on a winding up beyond the return of capital paid up on them, and rank equally with each other and behind ordinary shares in that return of capital.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"39c18a81-942b-46c5-9ab0-f44a139de33a","value":"multi","type":"add","operator":"="}]},{"id":"b746a76e-2b60-43de-b85d-77657e7386ff","order":31,"text":"Subject to the Act and to this Constitution, the issue of shares in the Company is under the control of the directors, who may issue, allot, grant options over or otherwise dispose of shares to such persons, at such times, for such consideration and on such terms as they think fit, including shares with preferred, deferred or other special rights.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"95d555de-bc92-4837-ab2a-98e454879e1a","order":32,"text":"The Company must not issue a share which entitles the holder to a preference in respect of dividends, repayment of capital or the right to vote unless the rights attaching to that preference share are set out in this Constitution or have been approved by a special resolution of the Company, in accordance with section 254A(2) of the Act.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"938cb4e9-0924-4227-a137-90b304ad40af","order":33,"text":"The rights attached to a class of shares may be varied or cancelled only with the written consent of the holders of at least 75% of the issued shares of that class, or by a special resolution passed at a separate meeting of the holders of the shares of that class, in accordance with sections 246B to 246G of the Act. The provisions of this Constitution relating to general meetings apply, with the necessary modifications, to a meeting of the holders of a class of shares.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"39c18a81-942b-46c5-9ab0-f44a139de33a","value":"multi","type":"add","operator":"="}]},{"id":"0dd8b8c8-241b-4f2b-9a33-013002596f80","order":34,"text":"Except as required by law, the Company is not required to recognise a person as holding a share on any trust, and the Company is not required to recognise any equitable, contingent, future or partial interest in a share, or any other right in respect of a share, except an absolute right of ownership in the registered holder.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8b373b64-e364-4a4c-b3d7-61fc4498d549","order":35,"text":"Every person whose name is entered as a member in the Register is entitled without payment to a certificate for the shares held, issued in accordance with section 1070C of the Act if the Company issues certificates, in the form set out in the Schedule entitled "SHARE CERTIFICATE". The directors may determine that the Company will not issue share certificates, in which case the Register is conclusive evidence of title.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2f8cb0dc-3cb9-425c-bf6f-1791bb11466f","order":36,"text":"5. CALLS, LIEN AND FORFEITURE","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"10","sectionNum":"S05"},{"id":"f34f7114-0c7b-4aef-8895-78506ce94f43","order":37,"text":"The directors may make calls on the members in respect of any money unpaid on their shares which is not, by the terms of issue, payable at a fixed time. Each member must, on receiving at least 14 days notice specifying the time and place of payment, pay to the Company the amount called. A call may be made payable by instalments and may be revoked or postponed by the directors.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e1b33629-a63e-4668-806a-7d66c7e8d172","order":38,"text":"If a sum called in respect of a share is not paid on or before the day appointed for payment, the person from whom the sum is due must pay interest on that sum from the day appointed for payment to the time of actual payment at a rate determined by the directors, not exceeding 15% per annum, together with all costs and expenses incurred by the Company by reason of the non-payment. The directors may waive payment of that interest wholly or in part.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4282796f-c9af-4255-866f-dbedddffb7bd","order":39,"text":"The Company has a first and paramount lien on every share for all money called or payable at a fixed time in respect of that share, and for all money presently payable by the holder to the Company. The lien extends to all dividends payable in respect of the share. The Company may sell, in such manner as the directors think fit, any share on which the Company has a lien, but no sale may be made unless a sum in respect of which the lien exists is presently payable and 14 days have elapsed after a written demand has been given to the registered holder.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3b8f243e-2398-4960-9b11-d111017baa3c","order":40,"text":"If a member fails to pay a call or instalment on the day appointed for payment, the directors may, at any time while the call or instalment remains unpaid, serve a notice requiring payment together with any interest and expenses. The notice must name a further day, not earlier than 14 days after the date of the notice, on or before which payment is to be made, and must state that if payment is not made the shares in respect of which the call was made will be liable to be forfeited.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"54e95d45-8af2-4278-a165-43cffd6e0d65","order":41,"text":"If the requirements of a forfeiture notice are not complied with, any share in respect of which the notice was given may be forfeited by a resolution of the directors, and the forfeiture extends to all dividends declared in respect of the forfeited share and not actually paid before the forfeiture. A forfeited share becomes the property of the Company and may be sold, re-allotted or otherwise disposed of on such terms as the directors think fit. The directors may, at any time before a forfeited share is sold or otherwise disposed of, cancel the forfeiture on such conditions as they think fit.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7f5d98f1-73e6-4af9-9a89-48b0f98caa86","order":42,"text":"A person whose shares have been forfeited ceases to be a member in respect of the forfeited shares but remains liable to pay to the Company all money which, at the date of forfeiture, was payable by that person in respect of those shares, together with interest, until payment in full. A statement in writing by a director or the Secretary that a share has been duly forfeited on a stated date is conclusive evidence of the facts stated as against all persons claiming to be entitled to the share.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b87e42c8-4885-4851-b698-eb2f213c8485","order":43,"text":"6. TRANSFER AND TRANSMISSION OF SHARES","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"10","sectionNum":"S06"},{"id":"7b6c2058-adc3-49f5-8d8b-277ca973af54","order":44,"text":"Subject to this Constitution, a member may transfer all or any of the member's shares by a written instrument of transfer in any usual or common form, or in any other form the directors approve. The instrument of transfer must be executed by or on behalf of both the transferor and the transferee, and the transferor is taken to remain the holder of the shares until the name of the transferee is entered in the Register.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"964e903c-d1d0-4174-b740-0914b6008641","order":45,"text":"The instrument of transfer must be left for registration at the registered office of the Company, together with the certificate for the shares to be transferred if a certificate has been issued, and such other evidence as the directors reasonably require to prove the title of the transferor and the right of the transferor to transfer the shares.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e0f111fc-c675-4b4b-ad79-3765939e8fb8","order":46,"text":"A member who wishes to transfer shares (the "Proposing Transferor") must first give written notice to the Company (the "Transfer Notice") specifying the number and class of shares to be transferred and the price at which the Proposing Transferor is willing to sell them. The Transfer Notice constitutes the Company the agent of the Proposing Transferor for the sale of those shares to the other members at that price, and is not revocable except with the consent of the directors.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"db600ebe-d515-4d14-9616-39608dcff678","value":"full","type":"add","operator":"="}]},{"id":"93dadcb9-2a9c-4f0d-b0ec-5e7951f24163","order":47,"text":"On receipt of a Transfer Notice, the directors must offer the shares specified in it to the members other than the Proposing Transferor, in proportion as nearly as practicable to the number of shares of the same class already held by each of them. The offer must be made by written notice specifying the number and class of shares offered, the price, and a period of not less than 21 days and not more than 60 days within which the offer, if not accepted, will be taken to be declined.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"db600ebe-d515-4d14-9616-39608dcff678","value":"full","type":"add","operator":"="}]},{"id":"b8498392-8960-4b3d-9b9a-4aae1f705011","order":48,"text":"If, within the period specified in the offer, members accept the offer in respect of all of the shares comprised in the Transfer Notice, the directors must give notice of that fact to the Proposing Transferor, who is then bound, on payment of the price, to transfer the shares to the accepting members. If the Proposing Transferor fails to do so, the directors may authorise a person to execute the instruments of transfer on behalf of the Proposing Transferor, and the Company must receive and hold the purchase money on trust for the Proposing Transferor.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"db600ebe-d515-4d14-9616-39608dcff678","value":"full","type":"add","operator":"="}]},{"id":"bbeb53f5-dabb-4c15-8828-9996b073fb3b","order":49,"text":"If the members do not accept the offer in respect of all of the shares comprised in the Transfer Notice within the period specified, the Proposing Transferor may, at any time during the three months following the expiry of that period, transfer the shares not so accepted to any person at a price not less than the price specified in the Transfer Notice, subject always to the discretion of the directors to refuse to register the transfer under this Part.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"db600ebe-d515-4d14-9616-39608dcff678","value":"full","type":"add","operator":"="}]},{"id":"0a20c22f-d58b-4d95-a335-36e703d87399","order":50,"text":"If the price at which the shares are offered is not accepted as a fair price by the members to whom the offer is made, the price is to be determined by the auditor of the Company or, if the Company has no auditor, by an independent expert chartered accountant nominated by the directors and, failing agreement, appointed on the application of any party by the President for the time being of Chartered Accountants Australia and New Zealand. The expert acts as an expert and not as an arbitrator, the determination is final and binding in the absence of manifest error, and the costs of the determination are borne equally by the Proposing Transferor and the accepting members.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"db600ebe-d515-4d14-9616-39608dcff678","value":"full","type":"add","operator":"="}]},{"id":"cbd0016e-0910-4e2e-98a0-1ee028323333","order":51,"text":"A member is taken to have given a Transfer Notice in respect of all of the shares held by that member (a "Deemed Transfer Notice") on the occurrence of any of the following events: the death of the member, unless the legal personal representative elects to be registered within three months; the member becoming bankrupt or entering into a personal insolvency agreement; the member, being a body corporate, having a liquidator, administrator or receiver appointed; the member ceasing to be employed by or engaged as a consultant to the Company, where the shares were acquired by reason of that employment or engagement; the member suffering a permanent incapacity that prevents the member from participating in the affairs of the Company for a continuous period of six months; or an order of a court in family law proceedings requiring the transfer or vesting of the shares in another person.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"5b1d5d4e-b541-40dc-8f54-b23a10abaf86","value":"1","type":"remove","operator":"="}]},{"id":"bc408d5f-bcab-4500-8482-c472551666b4","order":52,"text":"The price at which shares comprised in a Deemed Transfer Notice are to be sold is the fair market value of those shares as at the date of the triggering event, determined by agreement between the transferring member (or that member's legal personal representative or trustee) and the directors within 21 days, and failing agreement, by an independent expert chartered accountant appointed in the manner set out in this Part. The expert must value the shares as a proportionate part of the value of the whole of the issued capital, without applying any discount for a minority holding and without any premium for control.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"5b1d5d4e-b541-40dc-8f54-b23a10abaf86","value":"1","type":"remove","operator":"="}]},{"id":"f680dc6a-b14f-4e7e-87e2-0bb118c0b642","order":53,"text":"If the holders of not less than 75% of the issued ordinary shares (the "Dragging Members") wish to transfer all of their shares to a bona fide arm's length third party purchaser, the Dragging Members may require all of the other members (the "Dragged Members") to transfer all of their shares to that purchaser, on the same terms and at the same price per share as apply to the Dragging Members, by giving written notice to the Dragged Members not less than 14 days before the proposed completion date. The pre-emptive rights set out in this Part do not apply to a transfer made under this provision.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"5b1d5d4e-b541-40dc-8f54-b23a10abaf86","value":"1","type":"remove","operator":"="}]},{"id":"41bd9a70-5eaa-4978-801e-f1820eeadd09","order":54,"text":"A Dragged Member who fails to execute an instrument of transfer in respect of the shares required to be transferred under a drag-along notice, on or before the completion date, is taken to have appointed any director of the Company as that member's attorney to execute the instrument of transfer and to do all things necessary to give effect to the transfer, and the Company must hold the purchase money on trust for the Dragged Member without any obligation to pay interest.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"5b1d5d4e-b541-40dc-8f54-b23a10abaf86","value":"1","type":"remove","operator":"="}]},{"id":"71952cd9-1b57-4390-b94d-4d85960b31e2","order":55,"text":"If one or more members (the "Selling Members") propose to transfer shares representing more than 50% of the issued ordinary shares to a bona fide arm's length third party purchaser, the Selling Members must not complete that transfer unless the purchaser has first offered to acquire from each other member, on the same terms and at the same price per share, that proportion of the other member's shares which corresponds to the proportion of the Selling Members' shares being transferred. Each other member has 21 days after receiving that offer in which to accept it, and an offer not accepted within that period is taken to be declined.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"5b1d5d4e-b541-40dc-8f54-b23a10abaf86","value":"1","type":"remove","operator":"="}]},{"id":"5170f313-5dbf-4fbd-b5f0-77fd7842f49a","order":56,"text":"The directors may, in their absolute discretion and without assigning any reason, refuse to register a transfer of shares. The directors must refuse to register a transfer of shares if the Act, the listing rules of any market operator, or any order of a court requires them to do so, or if the transfer would result in a contravention of section 113 of the Act. If the directors refuse to register a transfer, the Company must give the lodging party written notice of the refusal and the reasons for it within two months after the transfer was lodged, in accordance with section 1071E of the Act.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"c1a38520-5e0a-4ed4-bdf5-69b6946c600a","order":57,"text":"The directors may suspend the registration of transfers at such times and for such periods as they determine, provided that the periods of suspension do not exceed 30 days in aggregate in any calendar year.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4c8a7a79-b135-4995-8c07-e0b60117b8d9","order":58,"text":"On the death of a member, the survivors where the deceased was a joint holder, and the legal personal representatives of the deceased where the deceased was a sole holder, are the only persons the Company will recognise as having any title to the deceased's interest in the shares. Nothing in this Constitution releases the estate of a deceased member from any liability in respect of a share held by that member, whether solely or jointly.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"56a91765-b9d4-48cc-b695-71f65e7af249","order":59,"text":"A person who becomes entitled to a share in consequence of the death or bankruptcy of a member may, on producing such evidence as the directors reasonably require, elect either to be registered as the holder of the share or to have another person nominated by that person registered as the transferee. If that person elects to be registered, written notice signed by that person must be given to the Company. The same right to refuse registration applies as if the transmission were a transfer executed by the member before the death or bankruptcy.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"47c612e6-97f1-4927-bb1c-23c3b9f0a35c","order":60,"text":"A person who becomes entitled to a share in consequence of the death or bankruptcy of a member is entitled to the same dividends and other advantages to which that person would be entitled if registered as the holder of the share, but is not, before being registered as the holder, entitled to exercise any right conferred by membership in relation to meetings of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8a8b5178-ee88-4258-9a81-105b6bf0efc6","order":61,"text":"The Company must not, without the prior written consent of the directors, register a transfer of shares to a person who is a disqualified person within the meaning of section 120 of the Superannuation Industry (Supervision) Act 1993 (Cth), and any purported transfer to such a person is of no effect.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"f2a9c398-4c9d-4b78-9cf8-4e65dd6e7f23","value":"smsf","type":"add","operator":"="}]},{"id":"4ce72265-568d-4627-90aa-bf4a8eab6dc3","order":62,"text":"7. ALTERATION OF CAPITAL","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"10","sectionNum":"S07"},{"id":"2922d063-50e4-47f0-8001-056c7f45befe","order":63,"text":"The Company may, by resolution passed at a general meeting, convert all or any of its shares into a larger or smaller number of shares in accordance with section 254H of the Act. Any resulting fractions of shares may be dealt with by the directors as they think fit, including by disregarding the fractions or by selling them and distributing the net proceeds.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7a1b9fee-cc12-43ad-8393-a4332044d55e","order":64,"text":"The Company may reduce its share capital in any way permitted by sections 256B and 256C of the Act, provided that the reduction is fair and reasonable to the shareholders as a whole, does not materially prejudice the ability of the Company to pay its creditors, and is approved by the shareholders in the manner required by those sections.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"7c4f6604-10fa-48fd-b1c9-77e48502439b","order":65,"text":"The Company may buy back its own shares in accordance with Division 2 of Part 2J.1 of the Act, and may hold, cancel or otherwise deal with the shares bought back as permitted by the Act. Shares bought back are cancelled immediately on registration of the transfer of the shares to the Company, in accordance with section 257H of the Act.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3a1b6cd1-aa4d-492d-86fa-c2b1b1a411f7","order":66,"text":"Subject to the Act, the Company may issue bonus shares, may capitalise any amount standing to the credit of any reserve or otherwise available for distribution, and may apply that amount in paying up in full unissued shares to be issued to members as fully paid bonus shares, in the proportions to which those members would have been entitled had the amount been distributed as a dividend.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3c1e5cac-71e5-4708-8bd5-45d7ad9e88cc","order":67,"text":"The Company must not give financial assistance to a person to acquire shares in the Company or in a holding company of the Company except in accordance with section 260A of the Act.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"dc6a87ec-5598-4fa6-9ee9-99949e45bec0","order":68,"text":"8. GENERAL MEETINGS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"10","sectionNum":"S08"},{"id":"980f89bf-ee9c-4598-8e94-33bcd9a06c49","order":69,"text":"The directors may convene a general meeting of the Company whenever they think fit. The directors must call and arrange to hold a general meeting on the request of members with at least 5% of the votes that may be cast at the general meeting, in accordance with sections 249D and 249E of the Act. A member may also call a general meeting in the circumstances permitted by section 249F of the Act, at that member's own expense.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"bbad3112-e762-4b39-b48f-fd1c00ac97d1","order":70,"text":"At least 21 days written notice of a general meeting must be given to each member entitled to attend and vote, to each director and to the auditor (if any), in accordance with sections 249H and 249J of the Act. A general meeting may be called on shorter notice if, in the case of a meeting to which section 249H(2) of the Act applies, the members agree in the manner required by that section. Notice may be given personally, by post, by fax or by electronic means to the address, fax number or electronic address last notified by the member to the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"299ac216-fe92-461e-be70-60304640ca59","order":71,"text":"A notice of general meeting must set out the place, date and time of the meeting (and, if the meeting is to be held in two or more places, the technology that will be used to facilitate this), state the general nature of the business to be transacted, set out any proposed special resolution in full, and inform members of their right to appoint a proxy and that a proxy need not be a member. The accidental omission to give notice to, or the non-receipt of notice by, any person entitled to receive notice does not invalidate the proceedings at or any resolution passed at the meeting.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2c1af2cb-88e1-4705-b2af-ff34d91ec1c2","order":72,"text":"The quorum for a general meeting is one member present in person or by proxy, attorney or representative, being the sole member of the Company. The sole member may pass a resolution by recording it and signing the record, in accordance with section 249B of the Act, and that resolution has the same effect as a resolution passed at a general meeting.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"5b1d5d4e-b541-40dc-8f54-b23a10abaf86","value":"1","type":"add","operator":"="}]},{"id":"ad2de57e-cc62-4ac5-bcb8-b846930efc53","order":73,"text":"The quorum for a general meeting is two members present in person or by proxy, attorney or representative, and the quorum must be present at all times during the meeting. In determining whether a quorum is present, an individual attending as a proxy, attorney or representative of a body corporate is taken to be that member.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"5b1d5d4e-b541-40dc-8f54-b23a10abaf86","value":"1","type":"remove","operator":"="}]},{"id":"1418f47f-c2cb-4dd8-a847-2df3219d3fb6","order":74,"text":"If a quorum is not present within 30 minutes after the time appointed for a general meeting, the meeting, if convened on the request of members, is dissolved, and in any other case stands adjourned to the same day in the next week at the same time and place, or to such other day, time and place as the directors determine. If at the adjourned meeting a quorum is not present within 30 minutes after the time appointed, the members present in person or by proxy constitute a quorum.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"5b1d5d4e-b541-40dc-8f54-b23a10abaf86","value":"1","type":"remove","operator":"="}]},{"id":"5aee29a6-ecd6-49c0-a32c-4efec4d725da","order":75,"text":"The chairperson of directors, if any, is entitled to preside as chairperson at every general meeting. If there is no such chairperson, or if the chairperson is not present within 15 minutes after the time appointed or is unwilling to act, the directors present may elect one of their number to be chairperson of the meeting, and if no director is willing to act, the members present may elect one of their number to be chairperson.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"8ccf1fcb-39eb-4492-a69d-bb976c8461bf","order":76,"text":"The chairperson of a general meeting is responsible for the general conduct of the meeting and for the procedures to be adopted, may require the adoption of any procedure necessary for the proper and orderly conduct of the meeting, and may, with the consent of a meeting at which a quorum is present, adjourn the meeting from time to time and from place to place. Only unfinished business may be transacted at an adjourned meeting, and notice of an adjourned meeting is required only where the adjournment is for one month or more.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f4eac66d-e7f1-4206-ba59-e1290f120964","order":77,"text":"A resolution put to the vote at a general meeting is to be decided on a show of hands unless a poll is demanded, and a declaration by the chairperson that a resolution has been carried, carried unanimously, carried by a particular majority or lost is conclusive evidence of that fact without proof of the number or proportion of votes recorded. A poll may be demanded in accordance with section 250L of the Act, and if duly demanded is to be taken in such manner and at such time as the chairperson directs.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6e90b93f-6d2f-491f-82aa-a91d6abfe76e","order":78,"text":"On a show of hands each member present in person or by proxy, attorney or representative has one vote. On a poll each member has one vote for each fully paid ordinary share held, and for each partly paid share a fraction of a vote equivalent to the proportion which the amount paid bears to the total issue price of the share, in accordance with section 250E of the Act. The chairperson does not have a casting vote in addition to any vote to which the chairperson is entitled as a member.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"39c18a81-942b-46c5-9ab0-f44a139de33a","value":"multi","type":"remove","operator":"="}]},{"id":"d55bb15a-0a49-4305-aaac-8b84f8a54e52","order":79,"text":"On a show of hands each member present in person or by proxy, attorney or representative and holding ordinary shares has one vote. On a poll each holder of ordinary shares has one vote for each fully paid ordinary share held, and for each partly paid share a fraction of a vote equivalent to the proportion which the amount paid bears to the total issue price of the share. The holders of Class A, Class B and Class C shares are not entitled to vote at general meetings except on a resolution to vary the rights attached to their class or where the Act otherwise confers a right to vote.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"39c18a81-942b-46c5-9ab0-f44a139de33a","value":"multi","type":"add","operator":"="}]},{"id":"6a52d841-88ea-46cb-83d6-dd6ae6a7ffc5","order":80,"text":"A member is not entitled to vote at a general meeting in respect of shares on which any call or other sum presently payable to the Company has not been paid. An objection to the qualification of a person to vote may only be raised at the meeting at which the vote is tendered, must be referred to the chairperson, and the decision of the chairperson is final and conclusive.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a7016bfd-5e75-4ec0-9507-e2d5886d0353","order":81,"text":"A member entitled to attend and cast a vote at a general meeting may appoint a proxy in accordance with sections 249X to 250C of the Act. The instrument appointing a proxy must be in writing signed by the appointor or the appointor's attorney, and must be received by the Company at least 48 hours before the time for holding the meeting. A proxy may vote on a show of hands and on a poll, and a vote cast by a proxy is valid notwithstanding the previous death or unsoundness of mind of the principal or the revocation of the proxy, unless written notice of that matter has been received by the Company before the meeting.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ef604702-7abd-4f80-a143-f041dab49136","order":82,"text":"A body corporate which is a member may appoint an individual as its representative to exercise all or any of the powers the body corporate may exercise at meetings of the Company, in accordance with section 250D of the Act. The appointment may be a standing one, and the representative is entitled to exercise the same powers as the body corporate could exercise if it were an individual member.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ff54c85c-f80d-4d6e-a01b-6a7349c4239f","order":83,"text":"The Company may pass a resolution without a general meeting being held if all the members entitled to vote on the resolution sign a document containing a statement that they are in favour of the resolution set out in the document, in accordance with section 249B of the Act. Separate copies of the document may be used for signing by members if the wording of the resolution and statement is identical in each copy, and the resolution is passed when the last member signs.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"5b1d5d4e-b541-40dc-8f54-b23a10abaf86","value":"1","type":"remove","operator":"="}]},{"id":"ff45cedd-1bdf-4b77-8193-45f903b8cc9e","order":84,"text":"A deadlock is taken to exist if a resolution proposed at a general meeting, or at two successive meetings of directors, is not passed by reason of an equality of votes, or if a quorum is not present at two successive general meetings duly convened, and the matter is one that is material to the business or affairs of the Company. On a deadlock arising, any member may give written notice to the other members specifying the matter in dispute (a "Deadlock Notice"), and the members must, within 14 days after the Deadlock Notice, meet and negotiate in good faith to resolve the matter.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"5b1d5d4e-b541-40dc-8f54-b23a10abaf86","value":"1","type":"remove","operator":"="}]},{"id":"4f01934e-2ef4-4401-a1d7-e8fbe97da4b3","order":85,"text":"If the members do not resolve a deadlock within 28 days after a Deadlock Notice is given, the matter must be referred to mediation administered by the Australian Disputes Centre in accordance with its Mediation Rules, and the costs of the mediation are to be borne equally by the members participating in it. If the deadlock is not resolved within 28 days after the mediation commences, any member may give written notice to the other members offering either to sell all of that member's shares to the other members, or to buy all of the shares held by the other members, at a price per share specified in the notice. The recipients have 30 days in which to elect, by written notice, either to buy at that price or to sell at that price, and if no election is made within that period the recipients are taken to have elected to sell.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"5b1d5d4e-b541-40dc-8f54-b23a10abaf86","value":"1","type":"remove","operator":"="}]},{"id":"08904fb6-b236-49e3-bafc-1c7d65ad9a1e","order":86,"text":"Completion of a sale or purchase arising under the deadlock provisions of this Constitution must take place within 30 days after the election is made or is taken to be made, against payment of the price and delivery of executed instruments of transfer, and the pre-emptive rights set out in the Part entitled "TRANSFER AND TRANSMISSION OF SHARES" do not apply to a transfer made under those provisions. Nothing in those provisions prevents a member from applying to a court for relief under Part 2F.1 of the Act on the ground of conduct that is oppressive to, unfairly prejudicial to, or unfairly discriminatory against a member.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"5b1d5d4e-b541-40dc-8f54-b23a10abaf86","value":"1","type":"remove","operator":"="}]},{"id":"10eb923a-4511-4b38-9fed-f21171e22610","order":87,"text":"9. DIRECTORS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"10","sectionNum":"S09"},{"id":"37f88456-4790-4237-97ba-3000a06af07e","order":88,"text":"The Company must have at least one director, who must ordinarily reside in Australia, in accordance with section 201A(1) of the Act. The Company has one director, whose name and address are set out in the Schedule entitled "REGISTER OF DIRECTORS AND SECRETARIES". The number of directors may be increased or reduced by resolution of the members, subject always to the minimum required by the Act.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"4aea95ea-671d-477d-94c5-077d481a0ea6","value":"1","type":"add","operator":"="}]},{"id":"f65ca483-9750-436b-a844-14049fabd6a4","order":89,"text":"The Company must have at least one director, who must ordinarily reside in Australia, in accordance with section 201A(1) of the Act. The Company has two directors, whose names and addresses are set out in the Schedule entitled "REGISTER OF DIRECTORS AND SECRETARIES". The number of directors may be increased or reduced by resolution of the members, subject always to the minimum required by the Act.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"4aea95ea-671d-477d-94c5-077d481a0ea6","value":"2","type":"add","operator":"="}]},{"id":"536263f9-67c8-44a1-bc3f-b4996811f6f0","order":90,"text":"The Company must have at least one director, who must ordinarily reside in Australia, in accordance with section 201A(1) of the Act. The Company has three directors, whose names and addresses are set out in the Schedule entitled "REGISTER OF DIRECTORS AND SECRETARIES". The number of directors may be increased or reduced by resolution of the members, subject always to the minimum required by the Act.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"4aea95ea-671d-477d-94c5-077d481a0ea6","value":"3","type":"add","operator":"="}]},{"id":"142c3cf0-8c31-4811-bfb5-84a234db4888","order":91,"text":"A person must not be appointed as a director unless that person has given the Company a signed consent to act as a director of the Company, in the form set out in the Schedule entitled "CONSENT TO ACT AS DIRECTOR", in accordance with section 201D of the Act. A person who is disqualified from managing corporations under Part 2D.6 of the Act must not be appointed or act as a director except with the permission of ASIC or the leave of the Court. A director need not hold shares in the Company to qualify for appointment.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5b7a03df-e255-49d4-839c-a3080ea967dd","order":92,"text":"The members may appoint a person as a director by resolution passed at a general meeting, in accordance with section 201G of the Act. The directors may appoint a person as a director to fill a casual vacancy or as an addition to the existing directors, in accordance with section 201H of the Act, and a director so appointed by the directors holds office only until the next annual general meeting or, where the Company is a proprietary company, until confirmed by resolution of the members passed within two months after the appointment.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"658f2562-15a8-4c89-b117-421ec8f5b3ec","order":93,"text":"The office of a director becomes vacant if the director: dies; 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; resigns by written notice given to the Company; is removed from office by resolution of the members under section 203C of the Act; becomes disqualified from managing corporations under Part 2D.6 of the Act; becomes bankrupt or makes any arrangement or composition with creditors generally; or is absent from meetings of directors for a continuous period of six months without leave of absence from the directors.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"df9e61d0-3289-449d-b3f6-20ae4fcd9924","order":94,"text":"A director must not resign if the resignation would leave the Company without a director who ordinarily resides in Australia, and any purported resignation having that effect is of no force, except where the director is the sole director and sole member of the Company and section 203AA of the Act applies.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b7487eed-106e-40ad-aa90-c49d1fa96db6","order":95,"text":"The members may by resolution remove a director from office and may by resolution appoint another person in that director's place, in accordance with section 203C of the Act. A director so appointed holds office as if that director had been appointed in the ordinary course. The directors may not remove a director from office.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"120bffad-dded-4891-9da5-5cea3c4ec341","order":96,"text":"A director may, with the approval of the other directors, appoint a person as an alternate director to act in that director's place during any period the appointing director thinks fit, in accordance with section 201K of the Act. The appointment and any termination must be notified to the Company in writing and, where required, to ASIC. An alternate director is entitled to notice of meetings of directors and, when the appointing director is not present, is entitled to attend and vote. An alternate director is not taken into account in determining the number of directors or the rotation of directors, and the appointing director remains responsible for the acts and omissions of the alternate.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"4aea95ea-671d-477d-94c5-077d481a0ea6","value":"1","type":"remove","operator":"="}]},{"id":"a0a3f898-d132-45c1-8a77-4a1ee29dec8b","order":97,"text":"The directors are entitled to such remuneration as the members determine by resolution, and that remuneration is taken to accrue from day to day. The directors are entitled to be reimbursed for all travelling and other expenses properly incurred in attending meetings of directors or of members, or otherwise in connection with the business of the Company. A director who performs extra services or makes special exertions may be remunerated as the directors determine.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"f2a9c398-4c9d-4b78-9cf8-4e65dd6e7f23","value":"smsf","type":"remove","operator":"="}]},{"id":"ce475332-1d08-4891-a033-079a6298a010","order":98,"text":"A director is not entitled to any remuneration from the Company or from the fund of which the Company is trustee for the performance of duties as a director or as trustee of that fund, consistently with section 17A(1)(f) of the Superannuation Industry (Supervision) Act 1993 (Cth), but is entitled to be reimbursed for all expenses properly incurred in the performance of those duties.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"f2a9c398-4c9d-4b78-9cf8-4e65dd6e7f23","value":"smsf","type":"add","operator":"="}]},{"id":"31fbff6f-64fb-47fc-bae2-3ae0724abbda","order":99,"text":"10. POWERS AND PROCEEDINGS OF DIRECTORS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"10","sectionNum":"S10"},{"id":"64655694-437e-4a87-8ebe-b81e56cfc94e","order":100,"text":"The business of the Company is to be managed by or under the direction of the directors, who may exercise all the powers of the Company except any powers that the Act or this Constitution requires the Company to exercise in general meeting. Without limiting that power, the directors may exercise all the powers of the Company to borrow money, to charge any property or business of the Company or all or any of its uncalled capital, and to issue debentures or give any other security for a debt or obligation of the Company or of any other person.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"113d25f3-16a6-41fa-a363-ce9744280ef2","order":101,"text":"The directors may delegate any of their powers to a committee of directors, to a director, to an employee of the Company or to any other person, in accordance with section 198D of the Act. The delegate must exercise the powers delegated in accordance with any directions of the directors, and the exercise of the power by the delegate is as effective as if the directors had exercised it. The directors may revoke a delegation at any time.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"443b8a6f-f671-49f2-a592-443ccc7f7785","order":102,"text":"The directors may appoint one or more of their number to the office of managing director or to any other executive office of the Company, for such period and on such terms as they think fit, and may revoke any such appointment. The appointment of a director to an executive office terminates automatically if that person ceases to be a director. The directors may confer on a managing director any of the powers exercisable by them, on such terms and with such restrictions as they think fit.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"4aea95ea-671d-477d-94c5-077d481a0ea6","value":"1","type":"remove","operator":"="}]},{"id":"cfefdb7f-c244-4164-93fe-9acea2c823a2","order":103,"text":"The directors may appoint any person to be an attorney of the Company for such purposes, with such powers, authorities and discretions, and for such period as they think fit, and any such power of attorney may contain such provisions for the protection and convenience of persons dealing with the attorney as the directors think fit.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6c5e049c-71c8-49cd-9255-1facb7129e5d","order":104,"text":"The directors may meet together for the despatch of business and may adjourn and otherwise regulate their meetings as they think fit. A meeting of directors may be called by a director giving reasonable notice individually to every other director, in accordance with section 248C of the Act. A directors' meeting may be held using any technology consented to by all the directors, and that consent may be a standing one and may only be withdrawn within a reasonable period before the meeting.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"4aea95ea-671d-477d-94c5-077d481a0ea6","value":"1","type":"remove","operator":"="}]},{"id":"d21f57db-e5ba-487b-a2ef-86e4349312e5","order":105,"text":"The quorum for a meeting of directors is two directors, and the quorum must be present at all times during the meeting. Where the number of directors in office is reduced below the number required for a quorum, the continuing directors may act only for the purpose of increasing the number of directors to that number or of convening a general meeting.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"4aea95ea-671d-477d-94c5-077d481a0ea6","value":"1","type":"remove","operator":"="}]},{"id":"2261c99c-476e-4ad5-b923-9e0d26798b02","order":106,"text":"A question arising at a meeting of directors is to be decided by a majority of votes of the directors present and entitled to vote, and each director has one vote. In the case of an equality of votes, the chairperson of the meeting has a casting vote in addition to any vote the chairperson has as a director, except where only two directors are present and entitled to vote, in which case the resolution is not passed.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"4aea95ea-671d-477d-94c5-077d481a0ea6","value":"1","type":"remove","operator":"="}]},{"id":"bbb1c26b-44d3-48af-b727-318784c799f4","order":107,"text":"The directors may elect one of their number as chairperson of their meetings and may determine the period for which that person is to hold office. If no chairperson is elected, or if at any meeting the chairperson is not present within 10 minutes after the time appointed or is unwilling to act, the directors present may elect one of their number to be chairperson of that meeting.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"4aea95ea-671d-477d-94c5-077d481a0ea6","value":"1","type":"remove","operator":"="}]},{"id":"24e94cbc-5da4-4fc2-904c-818da366a261","order":108,"text":"The directors may pass a resolution without a directors' meeting being held if all the directors entitled to vote on the resolution sign a document containing a statement that they are in favour of the resolution set out in the document, in accordance with section 248A of the Act. Separate copies of the document may be used for signing by directors if the wording of the resolution and statement is identical in each copy, and the resolution is passed when the last director signs.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"4aea95ea-671d-477d-94c5-077d481a0ea6","value":"1","type":"remove","operator":"="}]},{"id":"e5785716-e831-4d30-adc3-aedeab470315","order":109,"text":"The Company has a sole director who is also the sole member. The sole director may exercise all the powers of the Company except any powers that the Act or this Constitution requires the Company to exercise in general meeting, and may pass a resolution by recording it and signing the record, in accordance with section 198E of the Act. The sole director is not required to hold meetings of directors, and the quorum for the transaction of business is the sole director.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"4aea95ea-671d-477d-94c5-077d481a0ea6","value":"1","type":"add","operator":"="},{"field":"5b1d5d4e-b541-40dc-8f54-b23a10abaf86","value":"2","type":"remove","operator":"="},{"field":"5b1d5d4e-b541-40dc-8f54-b23a10abaf86","value":"3","type":"remove","operator":"="}]},{"id":"88c355aa-d744-4c4b-9eaf-3d6eb2c0acb2","order":110,"text":"The Company has a sole director. The sole director may exercise all the powers of the Company except any powers that the Act or this Constitution requires the Company to exercise in general meeting, and may pass a resolution by recording it and signing the record, in accordance with section 248B of the Act. The sole director is not required to hold meetings of directors, and the quorum for the transaction of business is the sole director.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"4aea95ea-671d-477d-94c5-077d481a0ea6","value":"1","type":"add","operator":"="},{"field":"5b1d5d4e-b541-40dc-8f54-b23a10abaf86","value":"1","type":"remove","operator":"="}]},{"id":"2956d662-d05d-436e-8edd-8d964b73acae","order":111,"text":"A director who has a material personal interest in a matter that relates to the affairs of the Company must give the other directors notice of that interest as required by section 191 of the Act, unless an exception in that section applies. Subject to section 194 of the Act, a director who has a material personal interest in a matter that is being considered at a directors' meeting must not be present while the matter is being considered and must not vote on the matter, unless the other directors who do not have a material personal interest in the matter have passed a resolution that identifies the interest and states that those directors are satisfied that the interest should not disqualify the director, or unless ASIC or the Act permits otherwise.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"4aea95ea-671d-477d-94c5-077d481a0ea6","value":"1","type":"remove","operator":"="}]},{"id":"1f7c9597-8070-4f53-a24a-eb2707e996a1","order":112,"text":"Where the Company has only one director, that director must, on having a material personal interest in a matter that relates to the affairs of the Company, cause the nature and extent of the interest and its relation to the affairs of the Company to be recorded in the minutes of the Company in accordance with sections 191(3) and 251A of the Act. The sole director is not prevented from voting on or being present while the matter is considered, there being no other directors to whom notice could be given, and the transaction is not invalid merely because of that interest. Nothing in this Constitution relieves the sole director of the duties owed under sections 180 to 184 of the Act, including the duty to act in good faith in the best interests of the Company and for a proper purpose, and the duty not to improperly use the position or information so obtained to gain an advantage or cause detriment to the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"4aea95ea-671d-477d-94c5-077d481a0ea6","value":"1","type":"add","operator":"="}]},{"id":"042e3a8c-8c6d-40a6-8bfd-0663129db675","order":113,"text":"Subject to compliance with section 191 of the Act and to the record of the interest being made in the minutes, a director may hold any other office or place of profit in the Company, may contract with the Company, may be a director or officer of a related body corporate, and is not liable to account to the Company for any profit derived from any such office or contract by reason only of the director holding office as a director or of the fiduciary relationship so established.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"40252416-3a6e-4c81-a1b7-46267aee36b3","order":114,"text":"All acts done at a meeting of directors, or by a committee of directors, or by a person acting as a director, are, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any such director or person, or that any of them were disqualified or had vacated office, as valid as if every such person had been duly appointed, was qualified and had continued to be a director.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"d669848f-1700-4993-a179-dabe746c6a08","order":115,"text":"11. SECRETARY","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"10","sectionNum":"S11"},{"id":"8a708b4d-1509-46c6-9928-2d7a5c7119fc","order":116,"text":"The Company has one or more company secretaries, at least one of whom must ordinarily reside in Australia. A secretary of the Company is to be appointed by the directors, in accordance with section 204D of the Act, for such term, at such remuneration and on such conditions as the directors think fit, and the directors may terminate that appointment at any time.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"ae547476-332a-4571-96a9-154e66b34f3b","value":"appointed","type":"add","operator":"="}]},{"id":"ebb96996-f07a-456e-af5f-d2696372812b","order":117,"text":"A person must not be appointed as a secretary of the Company unless that person has given the Company a signed consent to act as secretary of the Company, in the form set out in the Schedule entitled "CONSENT TO ACT AS SECRETARY", in accordance with section 204C of the Act, and unless that person is at least 18 years of age. The particulars of the secretary are set out in the Schedule entitled "REGISTER OF DIRECTORS AND SECRETARIES".","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"ae547476-332a-4571-96a9-154e66b34f3b","value":"appointed","type":"add","operator":"="}]},{"id":"37a8fcf5-7d55-4667-a164-cc4dc48a9233","order":118,"text":"The Company is a proprietary company and is not required to have a company secretary, in accordance with section 204A(1) of the Act. The Company has not appointed a company secretary, and the duties that would otherwise be performed by a secretary are to be performed by the directors. The directors may appoint one or more company secretaries at any time, in accordance with section 204D of the Act, and any person so appointed must first give a signed consent to act.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"ae547476-332a-4571-96a9-154e66b34f3b","value":"none","type":"add","operator":"="}]},{"id":"3fc77db6-793b-43fc-b2e6-d6c415ca1762","order":119,"text":"A secretary of the Company is responsible for the matters set out in section 188 of the Act, including the lodgement of notices with ASIC relating to changes to the registers, the registered office and the principal place of business, and the maintenance of the registers required by the Act. A secretary is an officer of the Company and owes the duties imposed on officers by Part 2D.1 of the Act.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"ae547476-332a-4571-96a9-154e66b34f3b","value":"appointed","type":"add","operator":"="}]},{"id":"613ff8ed-dbe5-4d50-b1cb-a35a70d9ee3e","order":120,"text":"12. DIVIDENDS AND RESERVES","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"10","sectionNum":"S12"},{"id":"f856c984-c763-465e-8668-22d1fbb05392","order":121,"text":"The directors may determine that a dividend is payable and may fix the amount, the time for payment and the method of payment, in accordance with section 254U of the Act. The Company must not pay a dividend unless the assets of the Company exceed its liabilities immediately before the dividend is declared and the excess is sufficient for the payment of the dividend, the payment of the dividend is fair and reasonable to the shareholders as a whole, and the payment does not materially prejudice the ability of the Company to pay its creditors, in accordance with section 254T of the Act.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f3a12009-7593-4561-8bb0-8100b3331db1","order":122,"text":"Subject to the rights of any persons entitled to shares with special rights as to dividend, all dividends are to be declared and paid according to the amounts paid or credited as paid on the shares in respect of which the dividend is paid, and are to be apportioned and paid proportionately to the amounts paid or credited as paid during any portion of the period in respect of which the dividend is paid.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"39c18a81-942b-46c5-9ab0-f44a139de33a","value":"multi","type":"remove","operator":"="}]},{"id":"b8c051bf-3fad-459e-8274-cf8136bc0f10","order":123,"text":"The directors may determine that a dividend is payable in respect of one or more classes of shares to the exclusion of any other class, and may determine a different rate or amount of dividend for each class, without any obligation to declare an equal or any dividend on any other class. A determination in respect of Class A, Class B or Class C shares confers no right on the holders of any other class to receive a dividend, and the directors are not required to give any reason for their determination.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"39c18a81-942b-46c5-9ab0-f44a139de33a","value":"multi","type":"add","operator":"="}]},{"id":"0ce397c2-b3cf-4b3c-95d7-e0c4c979d1fa","order":124,"text":"The directors may, before determining any dividend, set aside out of the profits of the Company such sums as they think proper as reserves, to be applied at the discretion of the directors for any purpose for which the profits of the Company may properly be applied, and pending that application may be employed in the business of the Company or invested as the directors think fit. The directors may also carry forward any profits which they consider ought not to be distributed, without transferring those profits to a reserve.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5582e65f-cfa1-4722-ba28-eb0dbe37fccf","order":125,"text":"A dividend may be paid by cheque sent through the post to the registered address of the member, by electronic transfer to an account nominated by the member, or by any other method the directors determine. Where a dividend is payable to joint holders, payment may be made to the holder whose name appears first in the Register. The directors may deduct from any dividend payable to a member all sums presently payable by that member to the Company on account of calls or otherwise.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a76b7c57-572b-46bd-a9dc-b9726ce6180f","order":126,"text":"The directors may determine that a dividend be satisfied wholly or partly by the distribution of specific assets, including fully paid shares or debentures of any other body corporate, and may, where any difficulty arises in regard to the distribution, settle the matter as they think expedient, including by fixing the value of the assets, by determining that cash be paid to any member on the basis of that value, and by vesting assets in trustees.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"ef63f0f6-0946-403a-b3f9-8666531336fd","order":127,"text":"No dividend carries interest as against the Company. All dividends unclaimed for one year after having been declared may be invested or otherwise made use of by the directors for the benefit of the Company until claimed, and all dividends unclaimed are subject to the unclaimed money provisions of the law of the State or Territory in which the registered office of the Company is situated.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3a5418a7-0d82-43ef-abb6-eaf6ca0f2571","order":128,"text":"The Company must not pay a dividend or otherwise distribute income or property to a member except as permitted by regulation 3.6.01 of the Corporations Regulations 2001 (Cth) in respect of a special purpose company, and any purported distribution in contravention of that regulation is of no effect and must be repaid to the Company on demand.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"f2a9c398-4c9d-4b78-9cf8-4e65dd6e7f23","value":"smsf","type":"add","operator":"="}]},{"id":"557c6c69-f0de-486c-bad2-f08f10dfdb44","order":129,"text":"13. ACCOUNTS, AUDIT, MINUTES AND NOTICES","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"10","sectionNum":"S13"},{"id":"4ec821ec-57de-4f57-901b-d1cdc2722d4b","order":130,"text":"The directors must cause the Company to keep written financial records that correctly record and explain its transactions and financial position and performance, and that would enable true and fair financial statements to be prepared and audited, in accordance with section 286 of the Act. Those records must be retained for seven years after the transactions covered by the records are completed.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a377b45f-56e7-4e8a-936a-e76154e7bdb5","order":131,"text":"The Company must prepare and, where required, lodge and distribute financial reports and directors' reports in accordance with Chapter 2M of the Act to the extent that Chapter applies to the Company. A proprietary company that is not a large proprietary company is not required to prepare or lodge a financial report unless directed to do so under section 293 or section 294 of the Act, or unless it is controlled by a foreign company in the circumstances set out in section 292(2)(b) of the Act.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"deb902eb-8290-4dc0-8a48-9900c20139f7","order":132,"text":"The Company is not required to appoint an auditor unless the Act requires it. The directors may appoint an auditor at any time, and the members may appoint an auditor by resolution passed at a general meeting where the Company is required to have its financial report audited or where the members otherwise resolve. The remuneration of an auditor appointed by the directors is to be fixed by the directors, and of an auditor appointed by the members, by the members or as the members direct.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e299ccea-8891-474d-9c77-3b070ab11794","order":133,"text":"The directors must cause minutes to be kept, within one month, of all proceedings and resolutions of meetings of members, of meetings of directors and of committees of directors, and of all resolutions passed without a meeting, in accordance with section 251A of the Act. Minutes must be signed within a reasonable time after the meeting by the chairperson of that meeting or by the chairperson of the next meeting, and a minute so signed is evidence of the proceeding or resolution to which it relates unless the contrary is proved.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"eb264b10-41f0-4720-bac6-6ade3336f474","order":134,"text":"The Company must keep the registers required by the Act, including the Register of Members under section 169 of the Act and the register of option holders and debenture holders where applicable, at its registered office, at its principal place of business in Australia, or at another place in Australia approved by ASIC. A member is entitled to inspect the Register without charge, and any other person on payment of the prescribed fee, in accordance with section 173 of the Act.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"3cf8b41c-02b8-4c15-b26c-f8cc575e09f7","order":135,"text":"A notice may be given by the Company to a member personally, by sending it by post to the address of the member in the Register or to an alternative address nominated by the member, by sending it to the fax number or electronic address nominated by the member, or by any other means permitted by the Act. A notice sent by post is taken to be received on the day after the date of posting, and a notice sent by fax or electronic means is taken to be received on the business day after it is sent.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1ef1c9ea-5418-4d6d-a7a4-824cb26179e4","order":136,"text":"A notice may be given to the Company by leaving it at, or by sending it by post to, the registered office of the Company, or by sending it to the electronic address notified by the Company for that purpose. A notice given to the Company is taken to be received on the day it is actually received at the registered office, or on the business day after it is sent to that electronic address. A notice given under this Constitution must be in writing and in the English language.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1ba43bb0-721a-4a09-9a32-52e1bacb5a5e","order":137,"text":"A document, including a notice, a consent, an instrument of transfer or a resolution, may be signed by a person by means of an electronic communication or an electronic signature, in accordance with sections 110A and 110G of the Act, provided that the method of signature identifies the person and indicates that person's intention in respect of the document, and that the method is as reliable as is appropriate or is proven in fact to have identified the person and indicated that intention. The Company may send documents to members electronically, and a member may elect to receive documents in physical form or to receive notice of the availability of documents, in accordance with sections 110D to 110F of the Act.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"f54e312e-c0b6-4854-bf0c-9b33de1509b4","order":138,"text":"A notice to joint holders of shares may be given to the joint holder named first in the Register, and notice so given is sufficient notice to all the joint holders. Every person who becomes entitled to a share is bound by every notice in respect of that share which, before that person's name is entered in the Register, was duly given to the person from whom that person derives title.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"24dc1e39-7ce8-44b0-8a77-6cfa68a9b3f2","order":139,"text":"14. INDEMNITY, INSURANCE AND WINDING UP","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"10","sectionNum":"S14"},{"id":"2c4a675f-b572-4ee4-a8de-e3cd1e2d4446","order":140,"text":"To the extent permitted by law and except to the extent that section 199A of the Act would make the indemnity void, the Company indemnifies every person who is or has been a director or secretary of the Company against any liability incurred by that person as an officer of the Company, other than a liability owed to the Company or a related body corporate, a liability for a pecuniary penalty order or a compensation order under the Act, or a liability that did not arise out of conduct in good faith.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4056cbf1-9c01-4bea-8713-235dbd024d0f","order":141,"text":"To the extent permitted by law and except to the extent that section 199A(3) of the Act would make the indemnity void, the Company indemnifies every person who is or has been a director or secretary of the Company against reasonable legal costs incurred in defending an action for a liability incurred as an officer of the Company. The Company may advance the reasonable legal costs of such a defence on condition that the person undertakes to repay the amount advanced if it is subsequently found that the person is not entitled to be indemnified.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"90fbbce7-b2a8-4ffc-825b-6ef5c643fe0f","order":142,"text":"To the extent permitted by law and except to the extent that section 199B of the Act would make the premium payment void, the Company may pay, or agree to pay, a premium in respect of a contract insuring a person who is or has been a director or secretary of the Company against a liability incurred by that person as an officer of the Company. The Company may enter into a deed with any director or secretary giving effect to the rights conferred by this Part, including rights of access to the books of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5f72c948-2496-4361-9188-59e9293570a5","order":143,"text":"A person who is or has been a director of the Company may inspect the books of the Company, including its financial records, at all reasonable times for the purposes of a legal proceeding to which that person is a party, that person proposes in good faith to bring, or that person has reason to believe will be brought against that person, in accordance with section 198F of the Act. That right continues for seven years after the person ceases to be a director, and the Company must give that person access to the books and must permit the taking of copies at that person's expense.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"85a1cec2-29de-4dfa-9293-f1d16fe5b3ae","order":144,"text":"Where the Company acts as trustee of a trust, the Company is entitled to be indemnified out of, and to have recourse to, the assets of that trust in respect of all liabilities properly incurred by it in the performance of its duties as trustee, and that right of indemnity is not limited or excluded by this Constitution. A person dealing with the Company in its capacity as trustee has recourse to the assets of the trust to the extent of the Company's right of indemnity, and this Constitution does not confer on any such person a right of recourse against the assets of the Company held in any other capacity, except to the extent that the Company's right of indemnity has been lost or reduced by reason of the Company's own fraud, negligence or breach of trust.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"f2a9c398-4c9d-4b78-9cf8-4e65dd6e7f23","value":"smsf","type":"add","operator":"="}]},{"id":"b52dda0f-1a04-4d6e-a975-4c64ae18a695","order":145,"text":"If a dispute arises between the Company and a member, or between members, in connection with this Constitution or the affairs of the Company, the party claiming that a dispute has arisen must give written notice to the other parties specifying the nature of the dispute. The parties must, within 14 days after that notice, meet and use their reasonable endeavours acting in good faith to resolve the dispute by negotiation. If the dispute is not resolved within 28 days after the notice, the parties must refer the dispute to mediation administered by the Australian Disputes Centre in accordance with its Mediation Rules before commencing any proceeding, except where a party seeks urgent interlocutory or injunctive relief. The costs of the mediation are to be borne equally by the parties to it.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"55fc1062-8a8c-48f0-9304-6a99666a9f8d","order":146,"text":"If the Company is wound up, the liquidator may, with the sanction of a special resolution of the Company and any other sanction required by the Corporations Act 2001 (Cth), divide among the members in kind the whole or any part of the property of the Company, may for that purpose set such value as the liquidator considers fair on any property to be divided, and may determine how the division is to be carried out as between the members or different classes of members.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"e2d3ff5d-9284-49df-a728-0002e5875e9c","order":147,"text":"Subject to the rights of the holders of shares issued on special terms and conditions, the surplus assets of the Company remaining after payment of its debts and liabilities and the costs of the winding up are to be distributed among the members in proportion to the number of fully paid shares held by them, and in respect of partly paid shares, in proportion to the amounts paid or credited as paid on those shares.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"39c18a81-942b-46c5-9ab0-f44a139de33a","value":"multi","type":"remove","operator":"="}]},{"id":"d82e4d54-c37a-43d8-ac92-4a861a1ddd80","order":148,"text":"Subject to the rights of the holders of shares issued on special terms and conditions, the surplus assets of the Company remaining after payment of its debts and liabilities and the costs of the winding up are to be applied first in repaying to the holders of Class A, Class B and Class C shares the capital paid up on those shares, those classes ranking equally with each other for that purpose, and the balance is to be distributed among the holders of ordinary shares in proportion to the amounts paid or credited as paid on the ordinary shares held by them.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"39c18a81-942b-46c5-9ab0-f44a139de33a","value":"multi","type":"add","operator":"="}]},{"id":"d006bd2d-7194-413d-8fbb-045f97cf504b","order":149,"text":"The liquidator may, with the sanction of a special resolution, vest the whole or any part of the property of the Company in trustees on such trusts for the benefit of the members as the liquidator thinks fit, but no member is compelled to accept any shares or other securities in respect of which there is any liability.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"2bc0dd96-a44f-4769-90cf-7a0ff0c2b1a1","order":150,"text":"This Constitution may be modified or repealed only by a special resolution of the Company passed in accordance with section 136(2) of the Act. The Company must lodge a copy of any special resolution modifying or repealing this Constitution with ASIC within 14 days after it is passed, together with a copy of the modification, in accordance with section 136(5) of the Act.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"6c86f0b0-656b-44a3-b3cd-f3958e4d0c5c","order":151,"text":"If any provision of this Constitution is or becomes invalid, void, illegal or unenforceable, that provision is to be read down to the extent necessary to make it valid and enforceable, or, if it cannot be so read down, is to be severed from this Constitution, and the validity and enforceability of the remaining provisions is not affected. This Constitution is governed by the law of New South Wales and the Commonwealth of Australia, and the Company and each member submit to the non-exclusive jurisdiction of the courts of that jurisdiction and of the Federal Court of Australia.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"5dcc9364-65af-4fe3-b93f-823f2a7167ef","order":152,"text":"ADOPTION OF CONSTITUTION","fontSize":"16","textAlign":"center","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"20"},{"id":"3906f80a-4a3f-42b7-954b-ae7a6304d2d3","order":153,"text":"This Constitution was adopted as the Constitution of [Company name] ACN [ACN] on [Date of adoption] by the person who consented in writing to become a member of the Company on its registration, in accordance with section 136(1)(a) of the Corporations Act 2001 (Cth).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"5b1d5d4e-b541-40dc-8f54-b23a10abaf86","value":"1","type":"add","operator":"="}]},{"id":"fc30e4d1-e1dd-4e42-abb0-722914c5e6d2","order":154,"text":"This Constitution was adopted as the Constitution of [Company name] ACN [ACN] on [Date of adoption] by each person who consented in writing to become a member of the Company on its registration, in accordance with section 136(1)(a) of the Corporations Act 2001 (Cth).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"5b1d5d4e-b541-40dc-8f54-b23a10abaf86","value":"1","type":"remove","operator":"="}]},{"id":"d7e111b8-59dc-4191-a8ae-d51d696d6c7b","order":155,"text":"Executed as a deed.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"aed8b22c-ea0d-45e0-914c-a44d588aa8d9","order":156,"text":"Signed by [Member 1 full name] as a member of the Company:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"30","cflou":false,"active":true},{"id":"ee796411-78d6-4366-8c66-c65eef5c00ea","order":157,"text":"………………………………………………………………
Signature of member
Date:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"496c29fd-fc77-4285-a300-f223860db464","order":158,"text":"Signed by [Member 2 full name] as a member of the Company:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"30","cflou":false,"active":true,"displayConditions":[{"field":"5b1d5d4e-b541-40dc-8f54-b23a10abaf86","value":"1","type":"remove","operator":"="}]},{"id":"cb68c2e3-64ff-4f42-bd5d-3dd1ce626d5c","order":159,"text":"………………………………………………………………
Signature of member
Date:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"5b1d5d4e-b541-40dc-8f54-b23a10abaf86","value":"1","type":"remove","operator":"="}]},{"id":"fc444b81-4465-4be8-b07a-d3c89d15c362","order":160,"text":"Signed by [Member 3 full name] as a member of the Company:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"30","cflou":false,"active":true,"displayConditions":[{"field":"5b1d5d4e-b541-40dc-8f54-b23a10abaf86","value":"3","type":"add","operator":"="}]},{"id":"af05da2a-2631-47e6-bc05-f04c66e1d098","order":161,"text":"………………………………………………………………
Signature of member
Date:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"30","cflou":false,"active":true,"displayConditions":[{"field":"5b1d5d4e-b541-40dc-8f54-b23a10abaf86","value":"3","type":"add","operator":"="}]},{"id":"6fab4cfb-a5ab-43b2-97e0-4549c29e3ae3","order":162,"text":"15. CONSENT TO ACT AS DIRECTOR","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"20","sectionNum":"S15"},{"id":"2b31ec4f-b018-4093-917c-41d42e6267a1","order":163,"text":"Consent to act as a director under section 201D of the Corporations Act 2001 (Cth). A separate consent is to be signed by each director named below and retained by the Company. The consent must be signed before the person is appointed, and the Company must keep the consent.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"2c2276a6-7d0f-427f-b1bb-b52809468230","order":164,"text":"To: [Company name] ACN [ACN]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"1f58dd95-d446-4e51-bf6c-e02f9e3945ad","order":165,"text":"I, [Director 1 full name], of [Director 1 residential address], born on [Director 1 date of birth] at [Director 1 place of birth], consent to act as a director of the Company. I confirm that I am at least 18 years of age, that I am not disqualified from managing corporations under Part 2D.6 of the Corporations Act 2001 (Cth), that I have not been convicted of any offence which would prevent me from acting as a director, and that I am not an undischarged bankrupt or subject to a personal insolvency agreement. I acknowledge that I have read this Constitution and agree to be bound by it, and I undertake to notify the Company immediately if any of these matters ceases to be correct.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"b9bd7fbc-0ca3-407d-9c88-d3a7202b7ebb","order":166,"text":"Signature: …………………………………………………   Date: …………………………","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"5e2cd25a-eb65-401d-a647-51be2b402ecd","order":167,"text":"I, [Director 2 full name], of [Director 2 residential address], born on [Director 2 date of birth] at [Director 2 place of birth], consent to act as a director of the Company. I confirm that I am at least 18 years of age, that I am not disqualified from managing corporations under Part 2D.6 of the Corporations Act 2001 (Cth), that I have not been convicted of any offence which would prevent me from acting as a director, and that I am not an undischarged bankrupt or subject to a personal insolvency agreement. I acknowledge that I have read this Constitution and agree to be bound by it, and I undertake to notify the Company immediately if any of these matters ceases to be correct.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"4aea95ea-671d-477d-94c5-077d481a0ea6","value":"1","type":"remove","operator":"="}]},{"id":"113976b2-3de8-4d68-a8e6-a09983e63f81","order":168,"text":"Signature: …………………………………………………   Date: …………………………","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"4aea95ea-671d-477d-94c5-077d481a0ea6","value":"1","type":"remove","operator":"="}]},{"id":"b47fb52a-7aef-48c8-9b8a-0a4f01079c7f","order":169,"text":"I, [Director 3 full name], of [Director 3 residential address], born on [Director 3 date of birth] at [Director 3 place of birth], consent to act as a director of the Company. I confirm that I am at least 18 years of age, that I am not disqualified from managing corporations under Part 2D.6 of the Corporations Act 2001 (Cth), that I have not been convicted of any offence which would prevent me from acting as a director, and that I am not an undischarged bankrupt or subject to a personal insolvency agreement. I acknowledge that I have read this Constitution and agree to be bound by it, and I undertake to notify the Company immediately if any of these matters ceases to be correct.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"4aea95ea-671d-477d-94c5-077d481a0ea6","value":"3","type":"add","operator":"="}]},{"id":"586f0315-43f5-403e-8dc4-c5142c20768f","order":170,"text":"Signature: …………………………………………………   Date: …………………………","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"4aea95ea-671d-477d-94c5-077d481a0ea6","value":"3","type":"add","operator":"="}]},{"id":"60e32aaa-10ff-43fc-b0c4-353475038f59","order":171,"text":"Each person named above who is or becomes a director of a corporate trustee of a regulated superannuation fund further declares that he or she is not a disqualified person within the meaning of section 120 of the Superannuation Industry (Supervision) Act 1993 (Cth), and undertakes to sign the trustee declaration required by section 104A of that Act within 21 days of appointment.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"f2a9c398-4c9d-4b78-9cf8-4e65dd6e7f23","value":"smsf","type":"add","operator":"="}]},{"id":"66d047db-cb07-49c2-b421-293e5da60bd9","order":172,"text":"16. CONSENT TO ACT AS SECRETARY","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"displayConditions":[{"field":"ae547476-332a-4571-96a9-154e66b34f3b","value":"appointed","type":"add","operator":"="}],"marginTop":"20","sectionNum":"S16"},{"id":"ff9e2696-f06c-41ee-aaa6-81a981a7b627","order":173,"text":"Consent to act as a company secretary under section 204C of the Corporations Act 2001 (Cth). The consent must be signed before the person is appointed, and the Company must keep the consent.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true,"displayConditions":[{"field":"ae547476-332a-4571-96a9-154e66b34f3b","value":"appointed","type":"add","operator":"="}]},{"id":"8d58e389-fcfc-4a1c-a20d-bb85cab77194","order":174,"text":"To: [Company name] ACN [ACN]","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"ae547476-332a-4571-96a9-154e66b34f3b","value":"appointed","type":"add","operator":"="}]},{"id":"40b8c2f5-f7f6-42bf-b565-2b5ecae3fb39","order":175,"text":"I, [Secretary full name], of [Secretary residential address], born on [Secretary date of birth] at [Secretary place of birth], consent to act as a company secretary of the Company. I confirm that I am at least 18 years of age, that I ordinarily reside in Australia, and that I am not disqualified from managing corporations under Part 2D.6 of the Corporations Act 2001 (Cth). I acknowledge that I have read this Constitution and agree to be bound by it, and I acknowledge the responsibilities imposed on a company secretary by section 188 of that Act.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"ae547476-332a-4571-96a9-154e66b34f3b","value":"appointed","type":"add","operator":"="}]},{"id":"559aa5dd-54dc-49ea-9387-3abf4ba18189","order":176,"text":"Signature: …………………………………………………   Date: …………………………","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"ae547476-332a-4571-96a9-154e66b34f3b","value":"appointed","type":"add","operator":"="}]},{"id":"bb48b110-9dbf-46ad-954a-bf37b03653cb","order":177,"text":"17. REGISTER OF DIRECTORS AND SECRETARIES","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"20","sectionNum":"S17"},{"id":"c903e147-4dfe-4c11-9626-534369fb0db7","order":178,"text":"Register kept under section 168(1)(a) of the Corporations Act 2001 (Cth) by [Company name] ACN [ACN]. The Company must notify ASIC of any change in these particulars within 28 days, in accordance with section 205B of that Act.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"008616df-a20d-41b2-847b-26a51d224be1","order":179,"text":"Director — Full name: [Director 1 full name]
Residential address: [Director 1 residential address]
Date and place of birth: [Director 1 date of birth] at [Director 1 place of birth]
Date of appointment: [Date of appointment]
Date of cessation: —","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"e47ddfa8-2c65-4602-93de-c6be1e2eaf12","order":180,"text":"Director — Full name: [Director 2 full name]
Residential address: [Director 2 residential address]
Date and place of birth: [Director 2 date of birth] at [Director 2 place of birth]
Date of appointment: [Date of appointment]
Date of cessation: —","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true,"displayConditions":[{"field":"4aea95ea-671d-477d-94c5-077d481a0ea6","value":"1","type":"remove","operator":"="}]},{"id":"52fad518-d41c-4d49-9890-ef0ea56b25e2","order":181,"text":"Director — Full name: [Director 3 full name]
Residential address: [Director 3 residential address]
Date and place of birth: [Director 3 date of birth] at [Director 3 place of birth]
Date of appointment: [Date of appointment]
Date of cessation: —","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true,"displayConditions":[{"field":"4aea95ea-671d-477d-94c5-077d481a0ea6","value":"3","type":"add","operator":"="}]},{"id":"b4f880b7-b75c-4c44-b826-a9c87ef626a0","order":182,"text":"Company secretary — Full name: [Secretary full name]
Residential address: [Secretary residential address]
Date and place of birth: [Secretary date of birth] at [Secretary place of birth]
Date of appointment: [Date of appointment]
Date of cessation: —","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true,"displayConditions":[{"field":"ae547476-332a-4571-96a9-154e66b34f3b","value":"appointed","type":"add","operator":"="}]},{"id":"2015c301-f34d-4796-97bd-e3291ae3208b","order":183,"text":"No company secretary has been appointed. The Company is a proprietary company and is not required to appoint a company secretary under section 204A(1) of the Corporations Act 2001 (Cth).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true,"displayConditions":[{"field":"ae547476-332a-4571-96a9-154e66b34f3b","value":"none","type":"add","operator":"="}]},{"id":"dd1d0fa4-7c84-4d22-a8b6-ae58d648615c","order":184,"text":"18. CONSENT TO BECOME A MEMBER","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"20","sectionNum":"S18"},{"id":"f3d1eebd-f6ff-448a-a0ef-423450b7b8a9","order":185,"text":"Consent to become a member and agreement to take shares under section 117(5) of the Corporations Act 2001 (Cth). Each person specified in an application for registration as a member of the Company must consent in writing before the application is lodged with ASIC, and the Company must keep the consent.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"8a975ab1-e17e-4876-862e-29c0be755925","order":186,"text":"To: the proposed company [Company name].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"4002fa18-9324-4997-8ecd-465f1885d594","order":187,"text":"I, [Member 1 full name], of [Member 1 address], consent to become a member of the Company on its registration and agree to take [Number of shares] ordinary shares in the capital of the Company. I agree to be bound by the Constitution of the Company as adopted on its registration, and I acknowledge that this consent is given for the purposes of section 117(5) of the Corporations Act 2001 (Cth).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"39c18a81-942b-46c5-9ab0-f44a139de33a","value":"multi","type":"remove","operator":"="}]},{"id":"43d80422-105b-498f-adf5-481ed59411e7","order":188,"text":"I, [Member 1 full name], of [Member 1 address], consent to become a member of the Company on its registration and agree to take [Number of shares] ordinary shares in the capital of the Company. I agree to be bound by the Constitution of the Company as adopted on its registration, and I acknowledge that this consent is given for the purposes of section 117(5) of the Corporations Act 2001 (Cth).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"39c18a81-942b-46c5-9ab0-f44a139de33a","value":"multi","type":"add","operator":"="}]},{"id":"d6d6b1a3-ed4c-4c31-9e29-0eb74004b6e1","order":189,"text":"Signature: …………………………………………………   Date: …………………………","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"73b0d0d0-21fe-46d3-b4b7-4f710892ffa2","order":190,"text":"I, [Member 2 full name], of [Member 2 address], consent to become a member of the Company on its registration and agree to take [Number of shares] ordinary shares in the capital of the Company. I agree to be bound by the Constitution of the Company as adopted on its registration, and I acknowledge that this consent is given for the purposes of section 117(5) of the Corporations Act 2001 (Cth).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"5b1d5d4e-b541-40dc-8f54-b23a10abaf86","value":"1","type":"remove","operator":"="},{"field":"39c18a81-942b-46c5-9ab0-f44a139de33a","value":"multi","type":"remove","operator":"="}]},{"id":"f229369d-54c6-488b-a419-750254d8067c","order":191,"text":"I, [Member 2 full name], of [Member 2 address], consent to become a member of the Company on its registration and agree to take [Number of shares] ordinary shares in the capital of the Company. I agree to be bound by the Constitution of the Company as adopted on its registration, and I acknowledge that this consent is given for the purposes of section 117(5) of the Corporations Act 2001 (Cth).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"5b1d5d4e-b541-40dc-8f54-b23a10abaf86","value":"1","type":"remove","operator":"="},{"field":"39c18a81-942b-46c5-9ab0-f44a139de33a","value":"multi","type":"add","operator":"="}]},{"id":"ee66cab8-3dd8-4dde-92f4-0af4490db465","order":192,"text":"Signature: …………………………………………………   Date: …………………………","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"5b1d5d4e-b541-40dc-8f54-b23a10abaf86","value":"1","type":"remove","operator":"="}]},{"id":"f708a32a-aa41-4898-9741-9efbb9f66d68","order":193,"text":"I, [Member 3 full name], of [Member 3 address], consent to become a member of the Company on its registration and agree to take [Number of shares] ordinary shares in the capital of the Company. I agree to be bound by the Constitution of the Company as adopted on its registration, and I acknowledge that this consent is given for the purposes of section 117(5) of the Corporations Act 2001 (Cth).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"5b1d5d4e-b541-40dc-8f54-b23a10abaf86","value":"3","type":"add","operator":"="},{"field":"39c18a81-942b-46c5-9ab0-f44a139de33a","value":"multi","type":"remove","operator":"="}]},{"id":"89d9f6d0-bd76-457e-8cfd-c1041235afdc","order":194,"text":"I, [Member 3 full name], of [Member 3 address], consent to become a member of the Company on its registration and agree to take [Number of shares] ordinary shares in the capital of the Company. I agree to be bound by the Constitution of the Company as adopted on its registration, and I acknowledge that this consent is given for the purposes of section 117(5) of the Corporations Act 2001 (Cth).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"5b1d5d4e-b541-40dc-8f54-b23a10abaf86","value":"3","type":"add","operator":"="},{"field":"39c18a81-942b-46c5-9ab0-f44a139de33a","value":"multi","type":"add","operator":"="}]},{"id":"3d754f40-05b2-4888-a8c2-214c82adb322","order":195,"text":"Signature: …………………………………………………   Date: …………………………","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"5b1d5d4e-b541-40dc-8f54-b23a10abaf86","value":"3","type":"add","operator":"="}]},{"id":"5db16b72-0b7f-439a-a117-372e9017272c","order":196,"text":"19. REGISTER OF MEMBERS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"20","sectionNum":"S19"},{"id":"d75692c2-051b-432e-b7c0-295e4f7b56c2","order":197,"text":"Register kept under section 169 of the Corporations Act 2001 (Cth) by [Company name] ACN [ACN]. The Register must record, for each member, the name and address, the date on which the entry was made, the number and class of shares held, the amount paid and the amount unpaid on the shares, and whether the shares are fully paid. The Company must notify ASIC of share issues within 28 days and of changes to the top 20 members of each class where required by section 178A of that Act.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"302fb8c0-f876-48dc-b096-7a0afc55c43b","order":198,"text":"Member — Full name: [Member 1 full name]
Address: [Member 1 address]
Date of entry in the Register: [Date of entry]
Shares held: [Number of shares] ordinary shares
Amount paid per share: AUD [Amount paid per share]
Amount unpaid per share: AUD [Amount unpaid per share]
Fully paid: Yes","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true,"displayConditions":[{"field":"39c18a81-942b-46c5-9ab0-f44a139de33a","value":"multi","type":"remove","operator":"="}]},{"id":"a0e9d86b-b8a5-4a63-89c4-b93822d295c8","order":199,"text":"Member — Full name: [Member 1 full name]
Address: [Member 1 address]
Date of entry in the Register: [Date of entry]
Shares held: [Number of shares] ordinary shares
Amount paid per share: AUD [Amount paid per share]
Amount unpaid per share: AUD [Amount unpaid per share]
Fully paid: Yes","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true,"displayConditions":[{"field":"39c18a81-942b-46c5-9ab0-f44a139de33a","value":"multi","type":"add","operator":"="}]},{"id":"61e0478e-aae8-4945-b245-4c4c9f652313","order":200,"text":"Member — Full name: [Member 2 full name]
Address: [Member 2 address]
Date of entry in the Register: [Date of entry]
Shares held: [Number of shares] ordinary shares
Amount paid per share: AUD [Amount paid per share]
Amount unpaid per share: AUD [Amount unpaid per share]
Fully paid: Yes","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true,"displayConditions":[{"field":"5b1d5d4e-b541-40dc-8f54-b23a10abaf86","value":"1","type":"remove","operator":"="},{"field":"39c18a81-942b-46c5-9ab0-f44a139de33a","value":"multi","type":"remove","operator":"="}]},{"id":"63d22892-a78c-4322-b5a8-cc0ae8e67062","order":201,"text":"Member — Full name: [Member 2 full name]
Address: [Member 2 address]
Date of entry in the Register: [Date of entry]
Shares held: [Number of shares] ordinary shares
Amount paid per share: AUD [Amount paid per share]
Amount unpaid per share: AUD [Amount unpaid per share]
Fully paid: Yes","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true,"displayConditions":[{"field":"5b1d5d4e-b541-40dc-8f54-b23a10abaf86","value":"1","type":"remove","operator":"="},{"field":"39c18a81-942b-46c5-9ab0-f44a139de33a","value":"multi","type":"add","operator":"="}]},{"id":"088826fc-e5cb-4557-ba9c-3b7efca891a5","order":202,"text":"Member — Full name: [Member 3 full name]
Address: [Member 3 address]
Date of entry in the Register: [Date of entry]
Shares held: [Number of shares] ordinary shares
Amount paid per share: AUD [Amount paid per share]
Amount unpaid per share: AUD [Amount unpaid per share]
Fully paid: Yes","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true,"displayConditions":[{"field":"5b1d5d4e-b541-40dc-8f54-b23a10abaf86","value":"3","type":"add","operator":"="},{"field":"39c18a81-942b-46c5-9ab0-f44a139de33a","value":"multi","type":"remove","operator":"="}]},{"id":"e38d647f-f617-43a2-bd1d-3c084ba62183","order":203,"text":"Member — Full name: [Member 3 full name]
Address: [Member 3 address]
Date of entry in the Register: [Date of entry]
Shares held: [Number of shares] ordinary shares
Amount paid per share: AUD [Amount paid per share]
Amount unpaid per share: AUD [Amount unpaid per share]
Fully paid: Yes","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true,"displayConditions":[{"field":"5b1d5d4e-b541-40dc-8f54-b23a10abaf86","value":"3","type":"add","operator":"="},{"field":"39c18a81-942b-46c5-9ab0-f44a139de33a","value":"multi","type":"add","operator":"="}]},{"id":"f947f64e-64bd-4ab3-ac3e-3ca8ac9b9716","order":204,"text":"The Register must be kept at the registered office of the Company, at its principal place of business in Australia, or at another place in Australia approved by ASIC, and must be available for inspection in accordance with section 173 of the Corporations Act 2001 (Cth).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"3936b439-cb28-44bc-a53c-55c0e81d3560","order":205,"text":"20. APPLICATION FOR SHARES","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"20","sectionNum":"S20"},{"id":"86802332-cfb7-4eac-8820-ae3b3d32427d","order":206,"text":"To the directors of [Company name] ACN [ACN].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"5bfff680-456d-4a3b-a6cf-4d2bf11c9b68","order":207,"text":"I apply for the number and class of shares in the Company set out below, at the issue price stated, and I agree to accept those shares or any lesser number that may be allotted to me. I agree to be bound by this Constitution and I authorise the Company to enter my name in the Register of Members as the holder of the shares allotted to me. I acknowledge that this application is irrevocable once lodged with the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"a6290cb2-266d-4e50-adfa-20aea1f0ebb5","order":208,"text":"Full name of applicant: …………………………………………………………
Address: ………………………………………………………………………………
Number and class of shares applied for: ……………………………………
Issue price per share: AUD ……………………………
Total amount payable: AUD ……………………………","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"94dfc9e2-041b-4307-83aa-82c91d77ad88","order":209,"text":"Signature of applicant: …………………………………………   Date: …………………………","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"037a2444-776e-4e43-a0ad-8663fe2a087a","order":210,"text":"21. SHARE CERTIFICATE","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"20","sectionNum":"S21"},{"id":"26316cbd-f2a0-40a3-9b7d-6ee48e812a1b","order":211,"text":"Certificate issued under section 1070C of the Corporations Act 2001 (Cth). A certificate must be issued within two months after allotment or one month after lodgement of a transfer, unless the directors have determined that the Company will not issue share certificates.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"db1e0c94-33e6-450b-88a0-e068abadbd01","order":212,"text":"[Company name]
ACN [ACN]
A proprietary company limited by shares, incorporated in New South Wales, Australia","fontSize":"16","textAlign":"center","bold":true,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"c1268ada-e394-4d05-8f67-0b6ae4307bcb","order":213,"text":"Certificate number: …………………   Date of issue: …………………………

This is to certify that ………………………………………………………… of ……………………………………………………………………… is the registered holder of ……………………… shares of the class …………………………… in the capital of the Company, subject to this Constitution, on which the sum of AUD ………………… per share has been paid and AUD ………………… per share remains unpaid.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"14","cflou":false,"active":true},{"id":"33ba0dd8-786c-40db-ab6f-e6d403572880","order":214,"text":"Executed by the Company in accordance with section 127(1) of the Corporations Act 2001 (Cth) by the sole director, the Company having no company secretary:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"4aea95ea-671d-477d-94c5-077d481a0ea6","value":"1","type":"add","operator":"="},{"field":"ae547476-332a-4571-96a9-154e66b34f3b","value":"appointed","type":"remove","operator":"="}]},{"id":"0688df3b-5086-421d-95e9-a65c90684c3a","order":215,"text":"Executed by the Company in accordance with section 127(1) of the Corporations Act 2001 (Cth) by the sole director and the company secretary:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"4aea95ea-671d-477d-94c5-077d481a0ea6","value":"1","type":"add","operator":"="},{"field":"ae547476-332a-4571-96a9-154e66b34f3b","value":"none","type":"remove","operator":"="}]},{"id":"dda4535c-d9f8-415d-9e31-a228bfb3d310","order":216,"text":"Executed by the Company in accordance with section 127(1) of the Corporations Act 2001 (Cth) by two directors, or by one director and the company secretary:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"4aea95ea-671d-477d-94c5-077d481a0ea6","value":"1","type":"remove","operator":"="},{"field":"ae547476-332a-4571-96a9-154e66b34f3b","value":"none","type":"remove","operator":"="}]},{"id":"93a80f45-aa7e-4b30-aed6-09d6f121b51c","order":217,"text":"Executed by the Company in accordance with section 127(1) of the Corporations Act 2001 (Cth) by two directors, the Company having no company secretary:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"4aea95ea-671d-477d-94c5-077d481a0ea6","value":"1","type":"remove","operator":"="},{"field":"ae547476-332a-4571-96a9-154e66b34f3b","value":"appointed","type":"remove","operator":"="}]},{"id":"6378bda7-7cc8-47a3-aa2e-570baee410d3","order":218,"text":"………………………………………………………    ………………………………………………………
Director                               Director / Company secretary","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"4aea95ea-671d-477d-94c5-077d481a0ea6","value":"1","type":"remove","operator":"="},{"field":"ae547476-332a-4571-96a9-154e66b34f3b","value":"none","type":"remove","operator":"="}]},{"id":"acb6ac89-1864-4b81-a9ad-48493f22140a","order":219,"text":"………………………………………………………    ………………………………………………………
Director                               Director","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"4aea95ea-671d-477d-94c5-077d481a0ea6","value":"1","type":"remove","operator":"="},{"field":"ae547476-332a-4571-96a9-154e66b34f3b","value":"appointed","type":"remove","operator":"="}]},{"id":"c8f6011c-62e8-47e1-8065-f2341de3a106","order":220,"text":"………………………………………………………
Sole director","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"4aea95ea-671d-477d-94c5-077d481a0ea6","value":"1","type":"add","operator":"="},{"field":"ae547476-332a-4571-96a9-154e66b34f3b","value":"appointed","type":"remove","operator":"="}]},{"id":"f2adeebb-44f5-4c08-b453-490dd6ab06c7","order":221,"text":"………………………………………………………    ………………………………………………………
Sole director                      Company secretary","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"4aea95ea-671d-477d-94c5-077d481a0ea6","value":"1","type":"add","operator":"="},{"field":"ae547476-332a-4571-96a9-154e66b34f3b","value":"none","type":"remove","operator":"="}]},{"id":"992becf4-db97-4545-ad9d-54be212db7fb","order":222,"text":"22. MINUTES OF THE FIRST MEETING OF DIRECTORS","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"marginTop":"20","sectionNum":"S22"},{"id":"7509600c-366c-48c8-8951-19df21b01811","order":223,"text":"Minutes of the first meeting of the directors of [Company name] ACN [ACN], held at [Registered office address] on [Date of adoption].","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true},{"id":"069db426-62af-4fec-b5e7-84cf00116a4c","order":224,"text":"Present: [Director 1 full name], who was appointed chairperson of the meeting and who declared the meeting open. The chairperson noted that, being the sole director, the resolutions below are recorded and signed in accordance with section 248B of the Corporations Act 2001 (Cth).","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"4aea95ea-671d-477d-94c5-077d481a0ea6","value":"1","type":"add","operator":"="}]},{"id":"73a31e99-1c19-4fa6-8955-899d6f643b6f","order":225,"text":"Present: the directors named in the Schedule entitled "REGISTER OF DIRECTORS AND SECRETARIES", constituting a quorum. [Director 1 full name] was appointed chairperson of the meeting and declared the meeting open.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"4aea95ea-671d-477d-94c5-077d481a0ea6","value":"1","type":"remove","operator":"="}]},{"id":"1b62f5b9-4114-4a32-a3cb-3ec57132d6e3","order":226,"text":"Registration of the Company. It was noted that the Company was registered under the Corporations Act 2001 (Cth) and that the certificate of registration issued by ASIC was tabled. It was resolved that the certificate of registration be filed with the records of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"24a082da-42c1-483a-aa97-6fe9da08c5a3","order":227,"text":"Adoption of the Constitution. It was noted that the Constitution of the Company was adopted by each person who consented to become a member of the Company before its registration, in accordance with section 136(1)(a) of the Act, and it was resolved that a copy of the Constitution be filed with the records of the Company and that the directors be authorised to provide a copy to any member who requests it in accordance with section 139 of the Act.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0f24477f-711f-4083-985e-b1aaab244f6c","order":228,"text":"Consents. It was noted that the sole director had signed a consent to act under section 201D of the Act before appointment, and it was resolved that the consent be filed with the records of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"ae547476-332a-4571-96a9-154e66b34f3b","value":"none","type":"add","operator":"="},{"field":"4aea95ea-671d-477d-94c5-077d481a0ea6","value":"1","type":"add","operator":"="}]},{"id":"2118f355-cb25-4fa5-b290-4052e4cc0eff","order":229,"text":"Consents. It was noted that each director had signed a consent to act under section 201D of the Act before appointment, and it was resolved that those consents be filed with the records of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"ae547476-332a-4571-96a9-154e66b34f3b","value":"none","type":"add","operator":"="},{"field":"4aea95ea-671d-477d-94c5-077d481a0ea6","value":"1","type":"remove","operator":"="}]},{"id":"d5b218da-d64f-48fd-95c9-48ff92935363","order":230,"text":"Consents. It was noted that the sole director had signed a consent to act under section 201D of the Act and that the company secretary had signed a consent to act under section 204C of the Act, in each case before appointment, and it was resolved that those consents be filed with the records of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"ae547476-332a-4571-96a9-154e66b34f3b","value":"appointed","type":"add","operator":"="},{"field":"4aea95ea-671d-477d-94c5-077d481a0ea6","value":"1","type":"add","operator":"="}]},{"id":"92a90cd8-3ef3-4ae4-81c0-545b47676fbb","order":231,"text":"Consents. It was noted that each director had signed a consent to act under section 201D of the Act and that the company secretary had signed a consent to act under section 204C of the Act, in each case before appointment, and it was resolved that those consents be filed with the records of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"ae547476-332a-4571-96a9-154e66b34f3b","value":"appointed","type":"add","operator":"="},{"field":"4aea95ea-671d-477d-94c5-077d481a0ea6","value":"1","type":"remove","operator":"="}]},{"id":"b0a06aa7-14d8-4d54-8760-4ab0becd3511","order":232,"text":"Registered office and principal place of business. It was resolved that the registered office of the Company be at [Registered office address] and that the principal place of business of the Company be at [Principal place of business], and that the occupier of the registered office, if not the Company, has consented in writing to that use.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"75230e8b-88a5-4ca2-a79e-cea40c26b506","order":233,"text":"Issue of shares. It was resolved that the shares specified in the Schedule entitled "REGISTER OF MEMBERS" be issued and allotted to the persons named in that Schedule, credited as recorded in it, that the names of those persons be entered in the Register of Members, that share certificates be issued in the form set out in the Schedule entitled "SHARE CERTIFICATE" where the directors determine that certificates are to be issued, and that ASIC be notified of the issue within 28 days as required by section 254X of the Act.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"0b7b404d-2e04-4cca-88e9-08d3e1a892f6","order":234,"text":"Registers. It was resolved that the Company establish and maintain the Register of Members required by section 169 of the Act and the register of directors and secretaries required by section 168 of the Act, in the forms set out in the Schedules to this document, and that those registers be kept at the registered office of the Company.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true},{"id":"75beaf4b-e142-4384-8adf-c772bf708823","order":235,"text":"Financial year and taxation registrations. It was resolved that the financial year of the Company end on 30 June in each year, and that the directors be authorised to apply for an Australian Business Number, a Tax File Number, and registration for goods and services tax and pay as you go withholding where the Company is required or elects to be registered.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"f2a9c398-4c9d-4b78-9cf8-4e65dd6e7f23","value":"smsf","type":"remove","operator":"="}]},{"id":"c3659cc0-ea6a-4897-8e1e-31786cafaae0","order":236,"text":"Financial year and taxation registrations. It was resolved that the financial year of the Company end on 30 June in each year, and that the directors be authorised to apply for an Australian Business Number and a Tax File Number for the superannuation fund of which the Company is trustee, and to take all steps necessary for the fund to be a regulated superannuation fund by lodging an election under section 19 of the Superannuation Industry (Supervision) Act 1993 (Cth) within 60 days after the fund is established.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"f2a9c398-4c9d-4b78-9cf8-4e65dd6e7f23","value":"smsf","type":"add","operator":"="}]},{"id":"377376ae-8f61-4e9e-adf4-7462041fbe0a","order":237,"text":"Banking. It was resolved that the Company open an account with a bank to be determined by the directors, that the directors be authorised to execute all documents required by that bank, and that the operation of the account be on the signature of any one director.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"4aea95ea-671d-477d-94c5-077d481a0ea6","value":"1","type":"add","operator":"="}]},{"id":"e090be89-4afa-464a-9262-52cdfa363f0a","order":238,"text":"Banking. It was resolved that the Company open an account with a bank to be determined by the directors, that the directors be authorised to execute all documents required by that bank, and that the operation of the account be on the signature of any two directors, or of any one director for transactions not exceeding an amount determined by the directors from time to time.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"4aea95ea-671d-477d-94c5-077d481a0ea6","value":"1","type":"remove","operator":"="}]},{"id":"a420886a-579c-491a-8c6b-eeaa41cc9d61","order":239,"text":"Trusteeship. It was resolved that the Company accept the office of trustee of the superannuation fund for which it was incorporated, that each director sign the trustee declaration required by section 104A of the Superannuation Industry (Supervision) Act 1993 (Cth) within 21 days after appointment and retain it for at least 10 years, and that the Company take no step and carry on no activity other than as trustee of that fund.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"f2a9c398-4c9d-4b78-9cf8-4e65dd6e7f23","value":"smsf","type":"add","operator":"="}]},{"id":"f9fa1549-ceec-46c8-9cda-78d5174c4515","order":240,"text":"There being no further business, the chairperson declared the meeting closed.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"04307603-3c35-4a71-8ff6-2b345dd5cd7f","order":241,"text":"………………………………………………………
Chairperson — [Director 1 full name]
Date:","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true},{"id":"4207d3a4-4eb2-4817-ace9-9c079e666b7c","order":242,"text":"23. TRUSTEE DECLARATION","fontSize":"16","textAlign":"left","bold":true,"underline":true,"marginBottom":"12","cflou":false,"active":true,"displayConditions":[{"field":"f2a9c398-4c9d-4b78-9cf8-4e65dd6e7f23","value":"smsf","type":"add","operator":"="}],"marginTop":"20","sectionNum":"S23"},{"id":"9664cf9f-64fb-4872-bf6f-6ca94e9bf55d","order":243,"text":"Declaration required by section 104A of the Superannuation Industry (Supervision) Act 1993 (Cth). Each director of a corporate trustee of a self managed superannuation fund must sign this declaration within 21 days after being appointed, and the declaration must be retained for at least 10 years and made available to the Commissioner of Taxation on request. This declaration is in addition to, and does not replace, the approved form published by the Australian Taxation Office.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"12","cflou":false,"active":true,"displayConditions":[{"field":"f2a9c398-4c9d-4b78-9cf8-4e65dd6e7f23","value":"smsf","type":"add","operator":"="}]},{"id":"f0ac78ff-7154-439a-bccb-35e2f4ef6d17","order":244,"text":"I, [Director 1 full name], a director of [Company name] ACN [ACN], the trustee of the fund, declare that I understand my duties and responsibilities as a director of the corporate trustee of a self managed superannuation fund. I understand that I must act honestly in all matters concerning the fund, exercise the same degree of care, skill and diligence as an ordinary prudent person, act in the best financial interests of all the beneficiaries, keep the money and assets of the fund separate from my own and from those of any employer sponsor, retain control over the fund, develop and implement an investment strategy and review it regularly, and allow all members access to information about the fund. I understand that I must not enter into contracts or behave in a way that hinders me from performing my duties, must not lend money of the fund or provide financial assistance to a member or a relative, and must ensure that the fund complies with the sole purpose test in section 62 of that Act, the in-house asset rules and the restrictions on acquiring assets from related parties. I declare that I am not a disqualified person within the meaning of section 120 of that Act.","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"10","cflou":false,"active":true,"displayConditions":[{"field":"f2a9c398-4c9d-4b78-9cf8-4e65dd6e7f23","value":"smsf","type":"add","operator":"="}]},{"id":"cd6738f1-844f-4e5e-a076-7527165c4c84","order":245,"text":"Signature: …………………………………………………   Date: …………………………

Witness signature: ………………………………………   Witness name: ………………………………","fontSize":"14","textAlign":"left","bold":false,"underline":false,"marginBottom":"20","cflou":false,"active":true,"displayConditions":[{"field":"f2a9c398-4c9d-4b78-9cf8-4e65dd6e7f23","value":"smsf","type":"add","operator":"="}]}]