COMPASSION RESPONSE NETWORK

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CONSTITUTION of COMPASSION RESPONSE NETWORK

The Corporations Act 2001, as amended

A Company Limited by Guarantee

CONSTITUTION

of the

COMPASSION RESPONSE NETWORK

Including amendments to articles 5 (2), 5 (3), 12(6) and 41 effective 1/June/2003

1. The name of the Company (hereinafter called "the company") is the COMPASSION RESPONSE NETWORK
2. The registered office shall be situate in Perth.

DEFINITIONS

3. In this Constitution;

"Board" means the board of directors of the Company.

"Company" means the Compassion Response Network.

"Director" means a director of the Company for the time being.

"Member" means a person who is a member of the Company for the time being.

"The Act" means the Corporations Act 2001, as amended by subsequent Acts;

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

"Secretary" means any person appointed to perform the duties of a secretary of the Company and includes an Honorary Secretary;

INTERPRETATION

4. In this Constitution, unless the contrary intention appears:

1. words importing any gender include all other genders;
2. words importing persons include bodies corporate, unincorporated associations and trusts;
3. words importing singular include the plural and vice versa;
4. a reference to a statute (or to a provision of a statute) means the statute or provision as modified or amended and in operation for the time being or any statute or provision enacted in lieu thereof and includes any regulation or rule for the time being in force under the statute or provision.
5. Except where the contrary intention appears in this Constitution, an expression has, in a provision of this Constitution which deals with a matter dealt with by a relevant provision of the Corporations Act 2001 as amended, the same meaning as in that provision of the Corporations Act 2001 as amended.
6. Expressions referring to writing shall, unless the contrary intention appears, be construed as including references to printing, lithography, photography and other modes of representing words in a visible form; words or expressions contained in these regulations shall be interpreted in accordance with the provisions of the Interpretation Act of 1897 and of the Act as in force at the date at which these regulations become binding on the Company.

VISION, MISSION AND OBJECTS

5. Vision, Mission and Objects

1. The Vision of the Compassion Response Network is:

2. The Mission Statement and Main Object for the Compassion Response Network is:

1. To adopt projects of compassion in response to the invocative call of men and women of goodwill appealing on behalf of humanity in urgent need.
2. To identify with the millions in the world with AIDS and facilitate a compassionate response through direct action until their suffering is transmuted to hope. To facilitate AIDS treatment and testing projects of sufficient scientific-medical quality to attract the interest and commitment of major aid and charitable groups. To cooperate with major aid and charitable groups to provide effective long-term responses to the AIDS pandemic.
3. To facilitate the provision of free health care for basic health needs for the poorest of the poor.
4. To develop the emergence of a group agenda for financing a global education in the spiritual essential teachings.
5. To facilitate the emergence of people's participation movements.
6. To facilitate development of compassion response centres, in which service groups act as focal points for inviting men and women of goodwill to join together in common group endeavour to engage in projects of compassionate response to human need.

3. The other objects of the Company are:

1. To strengthen communication links and networks between servers for goodwill and global unity around the world.
2. To encourage men and women everywhere to affirm the principles of goodwill and global synthesis, and to link together in regular meditation for world unity and synthesis; to be a meeting place for all races, religions and world views of all people who choose to build the new world civilisation on principles of goodwill, global unity and group participation.
3. To facilitate group activity by which the vision for solution of humanity's problems can become anchored upon Earth in practice. This will require working in common endeavour under the Law of Inclusiveness and identifying with the many in need through using a Meditation of Synthesis. Thus the group helps construct the Rainbow Bridge or continuous energy channel connecting God's will with a direct physical response to humanity in need.
4. To facilitate the union of esoteric and exoteric workers in the one spiritual undertaking, starting with the esoteric work and building the organisational aspect of practical goodwill activity on Earth. To develop projects of compassionate response, from a point of genesis as inspired through an intuitive understanding of God's Plan, through to a point of manifestation, thus demonstrating the Science of Manifestation.
5. To create and maintain a global organisational structure to facilitate direct compassionate response to human suffering in general.
6. To develop the Science of Sociocracy which provides a methodology for organisational management and for empowering people to participate in the decisions that affect their lives. (Sociocracy was founded through the pioneering work of Gerard Endenburg and is globally co-ordinated through the Sociocratisch Centrum Nederland.) To integrate Esoteric Science with the Science of Sociocracy and to unite the two in one spiritual undertaking. To integrate the methodology of Sociocracy into a global organisation to provide a compassionate response to human suffering.
7. To link with and cooperate with other organisations that also provide compassionate and goodwill responses to humanity's most urgent needs. To provide an information service concerning the activities of men and women of goodwill all over the world.
8. To publish and distribute such material which educates about the values of goodwill, world unity, group service, meditation, and compassionate response to need. To facilitate the free provision of such educational material to those who would not normally have access to such educational material.
9. To do all such things as are incidental to or conducive to the attainment of all or any of the objects of the Company.

POWERS

6. Solely for the purpose of carrying out the objects of the Company and not otherwise, the Company has the following powers:

1. To import, purchase, manufacture, print, export, publish, sell, lend, donate, issue and circulate such periodicals, books, circulars, advertisements and other publications, tape recordings and films as may seem conducive to the furtherance of the objects of the Company.
2. To purchase, take on lease or in exchange, hire and otherwise acquire any lands, buildings, easements or property, real and personal and any rights or privileges which may be requisite for the purposes of, or capable of being conveniently used in connection with, any of the objects of the Company. Provided that in case the Company shall take or hold any property which may be subject to any trusts the Company shall only deal with the same in such manner as is allowed by law having regard to such trusts.
3. To subscribe to, become a member of and co-operate with or amalgamate with any other association or organisation, whether incorporated or not, whose objects are altogether or in part similar to those of the Company.

Provided that the company shall not subscribe to or support with its funds or amalgamate with any association or organisation which does not prohibit the distribution of its income and property among its members to an extent at least as great as that imposed on the Company under or by virtue of Article 7 of this Constitution.

4. To enter into any negotiations or arrangements with any government or authority, municipal, local or otherwise, that may seem conducive to the Company's objects or any of them.
5. To appoint, employ, remove or suspend such executive officers, managers, clerks, secretaries, servants, workmen and other persons as may be necessary or convenient for the purposes of the Company.
6. To construct, improve, maintain, develop, work, manage, carry out, alter, demolish or control any houses, buildings, grounds, works or conveniences which may be calculated directly or indirectly to advance the Company's interests, and to contribute to, subsidise or otherwise assist and take part in the construction, improvement, maintenance, development, working, management, carrying out, alteration, demolition or control thereof.
7. To sell, improve, manage, develop, exchange, lease, dispose of, turn to account, or otherwise deal with, all, or any part, of the property and rights of the Company.
8. To borrow or raise or secure the payment of money in such manner as the Company may think fit and to secure the same or the repayment or performance of any debt, liability, contract, guarantee or other engagement incurred or to be entered into by the Company in any way and in particular by the issue of debentures perpetual or otherwise charged upon all or any of the Company's property (both present and future) and to purchase, redeem or pay off any such securities.
9. To make, draw, accept, endorse, discount, execute and issue cheques, promissory notes, bills of exchange, bills of lading, warrants, debentures and other negotiable or transferable instruments and also to effect policies of insurance and to endorse and negotiate the same.
10. To take or hold mortgages, debentures, liens and charges to secure payment of the purchase price or any unpaid balance of the purchase price, of any part of the Company's property of whatsoever kind sold by the Company or any money due to the Company from purchasers and others.
11. To take any gift of property whether real or personal and whether subject to any special trust or not, for any one or more of the objects of the Company, subject always to the proviso of Article 7 of this Constitution.
12. To undertake all manner of fund raising activities including to take such steps by person or written appeals, public meetings, or otherwise, as may from time to time be deemed expedient for the purpose of procuring contributions to the funds of the Company in the shape of public appeals, donations, annual subscriptions or otherwise.
13. To invest and deal with the moneys of the Company not immediately required in such manner as the Board thinks fit.
14. To lend money to persons, firms or companies being members or not, and whether secured or not, and on such terms as may from time to time seem expedient, subject always to the proviso of Article 7 of this Constitution.
15. To acquire either by purchase or otherwise any patents, trade marks, copyrights or licenses and to grant or accept licenses to use patents, trade marks, copyrights, designs or secret processes.
16. To establish rules of conduct for persons whose services are retained by the Company; to grant pensions and allowances; to make payments towards insurance; and to subscribe or guarantee money for charitable or benevolent objects, or for any public, general or useful object.
17. To make donations for charitable purposes.
18. To carry on all such activities as may be necessary or convenient for the purposes of the Company or any of them.

NO PROFITS FOR MEMBERS

7. The income and property of the Company shall be applied solely towards the promotion of the objects of the Company as set forth in this Constitution; and no portion thereof shall be paid or transferred, directly or indirectly, by way of dividend, bonus or otherwise, to the members of the Company. The Board of Directors shall approve all other payments the Company makes to Directors, and the Company shall not make other payments to Directors without such approval.

1. Provided that nothing herein shall prevent the payment, in good faith, of:

1. reasonable and proper remuneration to any officer or servant of the Company, or to any member of the Company in return for any services actually rendered to the Company,
2. of interest at a rate not exceeding interest at the rate for the time being charged by bankers in Australia for overdrawn accounts on money lent, or
3. of reasonable or proper rent for premises let by any member of the Company;

2. Provided also that;

1. no Director of the Company shall be appointed to any salaried office of the Company, or any office of the Company paid by fees,
2. no remuneration or other benefit in money or money's worth shall be given by the Company to any member of the Board of Directors except

LIABILITY OF MEMBERS

8. The liability of the members is limited.
9. Every member of the Company undertakes to contribute to the assets of the Company in the event of it being wound up during the time he is a member or within one year afterwards for payment of the debts and liabilities of the Company contracted before the time at which he ceases to be a member and of the costs, charges, and expenses of winding up the Company and for the adjustment of the rights of the contributories amongst themselves such amount as may be required not exceeding fifty dollars ($50.00).

SURPLUS ASSETS ON WINDING UP OR DISSOLUTION

10. If upon the winding up or dissolution of the Company there remains, after satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the members of the Company but shall be given or transferred to some other institution or institutions having objects similar to the objects of the Company, and which shall prohibit the distribution of its or their income and property among its or their members to an extent at least as great as is imposed on the Company under or by virtue of Article 7 thereof, such institution or institutions to be determined by the members of the Company at or before the time of dissolution and if and so far as effect cannot be given to the aforesaid provisions, then to some charitable object.

KEEPING OF ACCOUNTS

11. True accounts shall be kept of the sums of money received and expended by the company and the matter in respect of which such receipt and expenditure takes place, and of the property, credits, and liabilities of the company, and, subject to any reasonable restrictions as to the time and manner of inspecting the same that may be imposed in accordance with the regulations of the company for the time being in force, shall be open to the inspection of the members. Once at least in every year, the accounts of the company shall be examined and the correctness of the balance sheets ascertained by one or more properly qualified Auditor or Auditors who shall report to the members in accordance with the Corporations Act 2001 as amended.

MAINTENANCE OF FUNDS

1. The Company shall at all times maintain a fund in a bank account to be named the Compassion Response Network Fund.
2. The Company may invite members of the national and international public to contribute to the fund.
3. All moneys received by the Company in respect of the fund shall at all times be deposited as soon as practicable and without deduction to the credit of the fund's bank account.
4. The name "Compassion Response Network" shall appear on all receipts issued by the Company to donors.
5. The Company shall at all times maintain a complete set of accounting records for the fund.
6. Moneys in the Compassion Response Network Fund shall be used by the Company exclusively in pursuance of its objects of funding projects that directly provide a meaningful compassionate response to the some of the most urgent needs of humanity, as defined in Article 5 (2) of this Constitution, together with incidental costs of managing the Company. Such objects are international in their vision, and so most such projects supported by the Compassion Response Network will primarily provide overseas aid. Such projects shall include a compassionate response to the global AIDS pandemic, provision of essential healing treatment to the poor, and projects to promote the good health, education in true values and general welfare of humanity.

MEMBERSHIP

13. The numbers of members with which the Company proposes to be registered is seven but the Board of Directors may from time to time register an increase of members.
14. The subscribers to this Constitution and such other persons as the Board of Directors shall admit to membership in accordance with these Articles shall be members of the Company. Such persons so admitted shall then be formally registered as members of the Compassion Response Network.
15. Every applicant for membership of the Company (other than the subscribers to this Constitution) shall be proposed by one and seconded by another member of the Company to both of whom the applicant shall be personally known. The application for membership shall be made in writing, signed by the applicant and his proposer and seconder and shall be in such form as the Board of Directors from time to time prescribes.
16. At the next meeting of the Board of Directors after receipt of any application for membership, such application shall be considered by the Board, who shall thereupon determine upon the admission or rejection of the applicant. In no case shall the Board of Directors be required to give any reason for the rejection of an applicant.
17. When an applicant has been accepted for membership the Secretary shall forthwith send to the applicant written notice of his acceptance.
18. There shall be no entrance fee nor annual subscriptions required for membership.

CESSATION OF MEMBERSHIP

19. A member may at any time, by giving notice in writing to the Secretary, resign his membership of the Company but shall continue liable for all moneys due and unpaid at the date of his resignation and for all other moneys due by him to the Company and in addition for any sum not exceeding fifty dollars which he is liable as a member of the Company under Article 9 of this Constitution.
20. If any member shall willfully refuse or neglect to comply with the provisions of the Constitution of the Company or shall be guilty of any conduct which in the opinion of the Board is unbecoming of a member or prejudicial to the interest of the Company the Board shall have power by resolution to censure, suspend or expel the member from the Company and in the latter case to erase his name from the Register of Members.

Provided that at least one week before the meeting of the Board at which such a resolution is passed the member shall have had notice of such meeting and of what is alleged against him and of the intended resolution and that he shall at such meeting and before the passing of such resolution have had an opportunity to give orally or in writing any explanation or defence he may think fit and provide further that any such member may by notice in writing lodged with the Secretary at least twenty-four hours before the time for holding the meeting at which the resolution is to be considered by the Board, elect to have the question dealt with by the Company in general meeting and in that event an Extraordinary General Meeting of the Company shall be called for the purpose and if at the meeting such a resolution be passed by a majority of two-thirds of those present and voting (such vote to be taken by ballot) the member concerned shall be punished accordingly and in the case of a resolution for his expulsion the member shall be expelled and his name removed from the Register of Members.

GENERAL MEETINGS

21. The Company may hold a meeting of its members at 2 or more venues using any technology that gives the members as a whole a reasonable opportunity to participate.
22. The first general meeting shall be held at such time, not being less than one month nor more than six months after the incorporation of the Company at such a place or at 2 or more venues using any technology that gives the members as a whole a reasonable opportunity to participate, as the Board of Directors may determine.
23. An Annual General Meeting of the Company shall be held in accordance with the provisions of the Act. All general meetings, other than the Annual General Meetings, shall be called Extraordinary General Meetings.
24. Any member of the Board of Directors may whenever he thinks fit convene an Extraordinary General Meeting, and such Extraordinary General Meetings shall be convened on such requisition or in default may be convened by such requisitions as provided by the Act.
25. Subject to the provisions of the Act relating to special resolutions and agreements for shorter notice, fourteen day's notice at least (exclusive of the day on which the notice is served or deemed to be served, but inclusive of the day for which notice is given) specifying the place, or the venues and mode of technology to be used, the day and the hour of meeting, and in case of special business the general nature of that business shall be given to such persons as are entitled to receive such notices from the Company.
26. All business shall be special that is transacted at an Annual General Meeting or Extraordinary General Meeting, with the exception of the consideration of the accounts, balance sheets, and the report of the Board of Directors and Auditors, the election of officers, Directors and other members of the Company in place of those retiring, and the appointment and fixing of the remuneration of the Auditors.

PROCEEDINGS AT GENERAL MEETINGS

27. No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business. If 2 or more venues are used for the general meeting, members may be deemed to be present if the technology so used provides such members as a whole a reasonable opportunity to participate. Save as herein otherwise provided, three members shall be a quorum. For the purposes of this article "member" includes a person attending as a proxy or as representing a corporation which is a member.
28. If within half an hour from the time appointed for the meeting, or if two venues or more are used for the meeting and the technology used may involve time delays, within a week from the time appointed for the meeting, a quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved; in any other case it shall stand adjourned to the same day in the next week at the same time and place or venues, or to such other day and at such other time and place or venues as the Board of Directors may determine. If at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, or if two venues or more are used for the meeting and the technology used may involve time delays, within a week from the time appointed for the meeting, the members present (being not less than two) shall be a quorum.
29. The Chairman of the Board of Directors shall preside as chairman at every General Meeting of the Company, or if there is no Chairman or if he is not present within fifteen minutes after the time appointed for the holding of the meeting or is unwilling to act, then the members present shall elect one of their members to be chairman at the meeting.
30. The Chairman may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, or venues to venues, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.
31. At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands or a poll if so requested by at least one member present in person or by proxy. Unless a poll is so requested a declaration by the Chairman that a resolution has on a show of hands been carried or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book containing the minutes of the proceedings of the Company shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution. The request for a poll may be withdrawn.
32. If a poll is duly requested it shall be taken in such manner and either at once or after an interval or adjournment or otherwise as the chairman directs, and the result of the poll shall be the resolution of the meeting at which the poll was requested but a poll requested on the election of a chairman or on a question of adjournment shall be taken forthwith.
33. In the case of an equality of votes, whether on a show of hands or on a poll, the chairman of the meeting at which the show of hands takes place or at which the poll is requested shall not be entitled to a second or casting vote.
34. A member may vote in person or by proxy or by attorney and on the show of hands every person present who is a member or a representative of a member shall have one vote and on a poll every member present in person or by proxy or by attorney or other duly authorised representative shall have one vote.
35. A member who is of unsound mind or whose person or whose estate is liable to be dealt with in any way under the law relating to mental health may vote, whether on a show of hands or on a poll, by his Board of Directors or by his trustee or by such other person as properly has the management of his estate, and any such Board of Directors, trustee or other person may vote by proxy or attorney.
36. The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly authorised in writing or, if the appointer is a corporation, either under seal or under the hand of an officer or attorney duly authorised. A proxy may but need not be a member of the Company. The instrument appointing a proxy shall be deemed to confer authority to request or join in requesting a poll.
37. The instrument appointing a proxy shall be in the following form or a form as near thereto as circumstances admit:-

COMPASSION RESPONSE NETWORK

I, ------------------------------------------of

being a member of the above-named Company,

hereby appoint ----------------------------------of

or failing him -------------------------------------of

as my proxy to vote for me on behalf of the (Annual or Extraordinary as the case may be) General Meeting of the company, to be held on the day -----------------of -----------------20

and at any adjournment thereof.

My proxy is hereby authorised to vote (* in favour of/against) the following resolutions.

* Strike out whichever is not desired. A member shall be entitled to instruct his proxy to vote in favour of or against any proposed resolutions. Unless otherwise instructed the proxy may vote as he thinks fit.

38. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at the registered office of the Company, or at such other place as is specified for that purpose in the notice convening the meeting, not less than forty-eight hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote. In the case of a poll, not less than twenty-four hours before the time appointed for the taking of the poll, and in default the instrument of proxy shall not be treated as valid.
39. A vote given in accordance with the terms of an instrument of proxy or attorney shall be valid not withstanding the previous death or unsoundness of mind of the principal or revocation of the instrument or of the authority under which the instrument was executed, if no intimation in writing of such death, unsoundness of mind or revocation as aforesaid has been received by the Company at the registered office before the commencement of the meeting or adjourned meeting at which the instrument is used.

BOARD OF DIRECTORS

40. The Company may from time to time by ordinary resolution passed at a general meeting increase or reduce the number of Directors, but so that the number of Directors shall always be at least five.
41. The first Directors of the Company shall be the subscribers to this Constitution who shall subject to Article 44 hereof hold such office until the first Annual General Meeting at which time he may offer himself for re-election. Directors upon election at a General Meeting shall subject to Article 44 hereof hold office for two years.
42. The Board of Directors shall have power at any time, and from time to time, to appoint any member of the Company to the Board either to fill a casual vacancy or as an addition to the members of the Board but so that the total number of members of the Board shall not at any time exceed the number fixed in accordance with these Articles. Any member of the Board of Directors so appointed shall hold office only until the next following general meeting when a new Director who may be the person appointed by the Board shall be elected by the members. Such new Director shall subject to Article 44 hereof hold office for such term of tenure as may be decided from time to time by special resolution at a General Meeting.
43. The company may by ordinary resolution remove any officer or other member of the Board of Directors before the expiration of his period of office and may by an ordinary resolution appoint another person in his stead; the person so appointed shall hold office only until the next following Annual General Meeting.
44. The office of a Director shall become vacant if the Director-

1. ceases to be a Director by virtue of the Act;
2. becomes bankrupt or makes any arrangement or composition with his creditors generally;
3. becomes prohibited from being a director of a company by reason of any order made under the Act;
4. 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;
5. resigns his office by notice in writing to the Company;
6. for more than six months is absent without permission by the Board of Directors from meetings of the Board held during that period;
7. ceases to be a member of the Company;
8. is directly or indirectly interested in any contract or proposed contract with the Company provided however that a member of the corporation, society or association which has entered or proposes to enter into a contract with the Company if such society or association is among the class of companies referred to in the proviso to Article 7 of the Constitution of the Company and if he shall have declared the nature of his interest in manner required by the Act.

POWERS AND DUTIES OF THE BOARD OF DIRECTORS

45. The business of the Company shall be managed by the Board of Directors who may pay all expenses incurred in promoting and registering the Company, and may exercise all such powers of the Company as are not, by the Act or by these Articles required to be exercised by the Company in general meeting, subject nevertheless to any of these Articles, to the provisions of the Act, and to such regulations, being not inconsistent with the aforesaid Articles or provisions, as may be prescribed by the Company in general meeting; but no regulation made by the Company in general meeting shall invalidate any prior act of the Board which would have been valid if that regulation had not been made.
46. The Board of Directors may exercise all the powers of the Company to borrow money or to mortgage or to charge its property, or any part thereof, and to issue debentures and other securities whether outright or as security for the debt, liability or obligation of the Company.
47. All cheques, promissory notes, drafts, bills of exchange or other negotiable instruments, all receipts for money paid to the Company, shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, by any two Directors or in such other manner as the Board from time to time determines.
48. The Board of Directors shall cause minutes to be made:

1. of all appointments of officers and servants;
2. of names of members of the Board of Directors present at all meetings of the Company and of the Board; and
3. of all proceedings at all meetings of the Company and of the Board of Directors.

PROCEEDINGS OF THE BOARD OF DIRECTORS

49. The Board of Directors may meet together for the dispatch of business, adjourn and otherwise regulate its meetings as it thinks fit. A Director may at any time and the Secretary shall on the requisition of a Director summon a meeting of the Board.
50. The Directors are to be treated as present together when in continuing communication by any technology consented to by all the directors. The consent may be a standing one. A director may only withdraw their consent within a reasonable period before the meeting.
51. Subject to these Articles questions arising at any meeting of the Board of Directors shall be decided by a majority of votes and a determination by a majority of the Directors shall for all purposes be deemed to be a determination of the Board.
52. A Director shall not vote in respect of any contract or proposed contract with the Company in which he is interested or any other matter arising thereout, and if he does so vote his vote shall not be counted.
53. The quorum necessary for the transaction of the business of the Board of Directors shall be three Directors.
54. The continuing Directors may act notwithstanding any vacancy in the Board but if and so long as their number is reduced below the number fixed by or pursuant to these Articles as the necessary quorum of the Board, the continuing Director or Directors may act for the purpose of increasing the number of Directors to that number or of summoning a general meeting of the Company, but for no other purpose.
55. The Directors may elect a chairman of their meetings and determine the period for which he is to hold office; but if no such chairman is elected, or if at any meeting the chairman is not present within ten minutes after the time appointed for holding the meeting, the Directors present may choose one of their number to be chairman of the meeting.
56. All acts done by any meeting of the Board of Directors or by any person acting as a Director shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any such member of the Board or person acting as aforesaid, or that Directors or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Director.
57. A resolution in writing signed by all the Directors for the time being entitled to receive notice of a meeting of the Board, shall be as valid and effectual as if it had been passed at a meeting of the Board duly convened and held. Any such resolution may consist of several documents of like form, each signed by one or more Directors.

SECRETARY

58. The Secretary shall in accordance with the Act be appointed by the Board of Directors for such term, at such remuneration and upon such conditions as it thinks fit, and any Secretary so appointed may be removed by it. Nothing herein shall prevent the Board from appointing a member of the Company as Honorary Secretary and any member so appointed shall forthwith become an office bearer of the Company, and if not already a member of the Board of Directors, ex-officio a member of the Board and he shall be subject to the provisions of Article 7 of this Constitution.

SEAL

59. The Board of Directors shall provide for the safe custody of the seal, which shall only be used by the authority of the Board and every instrument to which the seal is affixed shall be signed by a Director and shall be countersigned by the Secretary or by a second Director or by some other person appointed by the Board for that purpose.

ACCOUNTS

60. The Board of Directors shall cause proper accounting and other records to be kept and shall distribute copies of every profit and loss account and balance sheet (including every document required by law to be attached thereto) accompanied by a copy of the Auditor's Report thereon as required by the Act provided, however, that the Board shall cause to be made out and laid before each Annual General Meeting a balance sheet and profit and loss account made up to a date not more than six months before the date of the meeting.
61. The Board of Directors shall from time to time determine in accordance with Article 11 of this Constitution at what times and under what conditions or regulations the accounting and other records of the Company shall be open to the inspection of members and contributors not being Directors and no member or contributor (not being a Director) shall have any right of inspecting any account or book or paper of the Company except as conferred by statute or by Article 11 of this Constitution or authorised by the Board or by the Company in general meeting.

AUDIT

62. A properly qualified Auditor or Auditors shall be appointed and his or their remuneration fixed and duties regulated in accordance with the Act and Article 11 of this Constitution.

NOTICES

63. A notice may be given by the Company to any member either personally or by sending it by post to the address for the member in the register of members or the alternative address (if any) nominated by the member; or by sending it to the fax number or electronic address (if any) nominated by the member; or by any other means that the Board permits. Where a notice is sent by post service of the notice shall be deemed to be effected by properly addressing prepaying and posting a letter containing the notice and to have been effected in the case of a notice of a meeting on the day after the date of its posting and in any other case at the time at which the letter would be delivered in the ordinary course of post. A notice of meeting sent by fax, or other electronic means, is taken to be given on the business day after it is sent.
64. (1) Notice of every general meeting shall be given in any manner hereinbefore authorised to -

1. every member
2. The Auditor or Auditors for the time being of the company.

WINDING UP

65. The provisions of Article 10 of this Constitution relating to the winding up or dissolution of the Company shall have effect and be observed as if the same were repeated in these Articles.

INDEMNITY

66. Every Director, the Auditor, Secretary, and other officer for the time being of the Company shall be indemnified against any liability arising out of the execution of the duties of his office which is incurred by him in defending any proceedings, whether civil or criminal, in which judgement is given in his favour or in which he is acquitted or in connection with any application under the Act in which relief is granted to him by the Court in respect of any negligence, default, breach of duty or breach of trust.

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

David Keane of 29B Percy St, Gosnells WA 6110, Australia, pensioner

John Buck of 6224 of Tamar Drive, Columbia, Maryland 21045, USA, sociocratic consultant

Marielle Jansen of Baron van Tillweg 20, 4033 GB Lienden, Holland, sociocratic consultant

Daniel William Hewitt of 5 Sandridge St, Gosnells WA 6110, Australia, electronics technician

Sergei Aleksandrovich Belkovsky of Ul. Boldina 21-42, Kaluga 248003, Russia, psychotherapist

Albert Mananga of 14 Avenue de l’Eglise, Commune de Limete, Quartier Mososo, Democratic Republic of Congo, teacher

Geraldene Cockcroft, 51 Enterprise Rd, Highlands, Harare, Zimbabwe, psychotherapist

We, the several persons whose names and addresses are subscribed are desirous of being formed into a company in pursuance of this Constitution.

Dated this day ----------------------------of ---------------------------------- 20 ---- .

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