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Corporations Law

Articles of Association of the Lincoln Red Cattle Society (Aust) Limited
A.C.N. 058 104 091
A Company Limited by Guarantee

1A. Subject as hereinafter provided the Regulations in Table A of Schedule 1 to the Corporations Law (hereinafter in these Articles referred to as "the Law") shall not apply.

1B. In these Articles:
"the Law" means the Corporations Law (as amended from time to time);
" the Board" or "the Board of Directors" means the office-bearers and other directors of the company elected or appointed pursuant to these Articles;
" the company" means "The Lincoln Red Cattle Society (Aust) Limited"
" the unincorporated Association" means the unincorporated body known as the "Lincoln Red Society of Australia".
whose funds and other assets and liabilities the company is authorised to take over by Clause 2(a)(ii) of the Memorandum of Association;
" 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;
expressions referring to writing shall, unless the contrary intention appears, be construed as including references to printing, lithography, photography and other modes of representing or reproducing words in a visible form;
words or expression contained in these Articles shall be interpreted in accordance with the provisions of the Law.

2. The company is established for the purpose set out in the Memorandum of Association.

MEMBERSHIP

3. The Subscribers to the Memorandum of Association and such other persons as the Board shall admit to membership in accordance with these Articles shall be members of the company. For the purposes of this Article "persons" includes the duly appointed nominee or representative of a company, partnership or estate.

4. If the whole of the funds and other assets of the unincorporated Association become the absolute property of the company forthwith after its incorporation then every person who at the date of incorporation of the company is a member of the unincorporated Association and who on or before the 30th day after the date of incorporation of the company agrees in writing to become a member of the company shall be admitted by the Board to membership of the company.
Every member of the company who previously to his agreeing to become a member of the company has paid his subscription due on the 1st January 1993 as a member of the unincorporated Association shall not be liable to pay any further sum by way of annual subscription to the company for the period ending 31 December 1993.

5. Every applicant for membership of the company (other than the subscribers to the Memorandum of Association and members of the unincorporated Association referred to in Article 4) shall be proposed by one and seconded by another member of the company to both of whom the applicant shall be personally known. The applicant 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 from time to time prescribes.

6. At the next meeting of the Board after the 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 application. In no case shall the Board be required to give any reason for the rejection of an application. Upon receipt of a duly completed application for membership by an applicant considered by the President and Secretary to be fit and proper, it shall be competent for the President and Secretary to grant immediate provisional membership to such applicant current only until the next meeting of the Board.

7. When an applicant has been accepted for membership the secretary shall forthwith send to the applicant written notice of his acceptance and subject to Article 8(b) a request for payment of his entrance fee and first annual subscription. Upon payment of his entrance fee and first annual subscription the applicant shall become a member of the company, provided nevertheless that if such payment be not made within two calendar months after the date of the notice, the Board may in its discretion cancel its acceptance of the applicant for membership of the company.

8. (a) The entrance fee and annual subscription by members of the company shall be such as the company in general meeting shall from time to time prescribe, provided that until the company shall otherwise resolve the entrance fee shall be $30.00 and the annual subscription shall be $30.00.
(b) The Board may by resolution grant Honorary membership to any person who in the opinion of the Board has given meritorious service to the Company or unincorporated Association.

9. All annual subscriptions shall become due and payable in advance on the first day of January in every year.

CESSATION OF MEMBERSHIP

10. If the subscription of a member shall remain unpaid for a period of two calendar months after it becomes due then the member may, after notice of the default shall have been sent to him by the secretary or Honorary Treasurer, be debarred by resolution of the Board from all privileges of membership provided that the Board may reinstate the member on payment of all arrears if the Board thinks fit to do so.

11. 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 any annual subscription and all arrears 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 one hundred dollars ($100) for which he is liable as a member of the company under Clause 6 of the Memorandum of Association of the company.

12. If any member shall wilfully refuse or neglect to comply with the provisions of the Memorandum or Articles of Association 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 interests of the company the Board shall have power by resolution to censure, fine, suspend or expel the member from the company.
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 of giving orally or in writing, any explanation or defence he may think fit, and provided 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. In that event a 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 a 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.

GENERAL MEETING

13. An Annual General Meeting of the company shall be held in accordance
14. Any director may, whenever he thinks fit, convene a general
15. Subject to the provisions of the Law relating to special
16. For the purposes of Article 15 all business shall be special
17. No business shall be transacted at any general meeting
18. If within half an hour from the time appointed for the
19. The President shall preside as chairman at every general
20. The chairman may, with the consent of any meeting at which
21. At any general meeting a resolution put to the vote of (a) by the chairman, or
(b) by at least three members present in person or Unless a poll is so demanded a declaration by the chairman
22. If a poll is duly demanded it shall be taken in such a
23. In the case of an equality of votes, whether on a show
24. A member may vote in person or by proxy or by attorney
25. A member who is of unsound mind or whose person or estate
26. No member shall be entitled to vote at any general meeting
27. The instrument appointing a proxy shall be in writing under
28. The instrument appointing a proxy may be in the following
_________________________________________________________

I_________________________, of______________________________________ with the provisions of the Law.
meeting. General meetings shall be convened on such requisition or in default may be convened by such requisitionist as provided by Sections 246 or 247 of the Law.
resolutions and agreements for shorter notice, fourteen days notice at the least (exclusive of the day on which the notice is served or deemed to be served, and exclusive of the day for which the notice is given) specifying the place, the day and the hour of meeting, and in the 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.
that is transacted at a general meeting and also all that is transacted at an Annual General Meeting, with the exception of the consideration of the accounts, balance sheets, and the report of the directors and Auditors, the election of office-bearers and other directors in the place of those retiring, and the appointment of the Auditors, if necessary.
unless a quorum of members is present at the time when the meeting proceeds to business. Save as herein otherwise provided and unless increased by the company in general meeting, five members present in person shall be a quorum. For the purposes of this Article "member" includes a person attending as a proxy of a member.
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 to such other day and at such other time and place as the Board may determine. If at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the members present (being not less than three) shall be a quorum.
meeting of the company, or if there is no President, or if he is not present within fifteen minutes after the time appointed for the holding of the meeting or is unwilling to act, the Vice-President shall be chairman or if the Vice-President is not present or is unwilling to act then the members present shall elect one of their number to be chairman of the meeting.
a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, 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 the business to be transacted at an adjourned meeting.
the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded-
by proxy.
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 numbers or proportion of the votes recorded in favour of or against the resolution. The demand for a poll may be withdrawn.
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 demanded but a poll shall be the resolution of the meeting at which the poll was demanded but a poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith.
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 demanded shall be entitled to a second or casting vote.
and on a 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.
is liable to be dealt with in any way under the law relating to mental health may vote, whether on a show of hands or on a poll, by his committee or by his trustee or by such other person as properly has the management of his estate, and any such committee, trustee or other person may vote by proxy or attorney.
if his annual subscription shall be more than one month in arrears at the date of the meeting.
the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised. The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll. A member shall be entitled to instruct his proxy in favour of or against any proposed resolutions. Unless otherwise instructed the proxy may vote as he thinks fit.
form or in a common or usual form.
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Being a member of the

______________________________________________________________
(company name)

hereby appoint_____________________________ of__________________

or failing him_______________________________ of__________________

as my proxy to vote for me on my behalf at the (Annual General Meeting or General Meeting as

the case may be) of the company to be held on the___________ day of__________ 19_____ .
and at any adjournment thereof.

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

Signed this ____________ day of _____________19 _______

_________________________

NOTE: In the event of the member desiring to vote for or against any resolution he shall instruct his proxy accordingly. Unless otherwise instructed, the proxy may vote as he thinks fit.

+ Delete whichever is not desired.

29. 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. In default the instrument of proxy shall not be treated as valid.

30. A vote given in accordance with the terms of an instrument of proxy or attorney shall be valid notwithstanding 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.

THE BOARD OF DIRECTORS

31. the office-bearers of the company shall consist of a President, a Vice-President, Honorary Treasurer and an Honorary Secretary all of whom shall be members of the company.

32. The following named persons who have subscribed to the Memorandum of Association shall constitute the first Board of Directors:
President - David Elliott Grant
Vice-President - John Dixon Hughes
Honorary Treasurer - Max Dyer Conrau
Honorary Secretary - Colin Clement Sanders
Director - Richard Weir Killen
They shall all retire at the first Annual General Meeting but shall be eligible for re-election.

33. Thereafter the Board shall consist of the office-bearers and the other directors of the company all of whom shall be elected as herein provided.

34. At the first Annual General Meeting of the company and at the Annual General Meeting of the company in each year thereafter the office-bearers and other directors shall be elected from among the members of the company and such office-bearers and other directors shall hold office for two years except that at the end of the first year when half of the number of directors or, if there is an uneven number of, half the number of directors less one, shall retire. Those to retire after one year to be chosen by agreement or by the drawing of lots.
Directors and office-bearers shall be eligible for re-election.
The office-bearers for the following year [shall] be elected by the directors at a meeting of the Board to be held after the Annual General Meeting.

35. The election of office-bearers and other directors shall take place in the following manner:

(a) Any two members of the company shall be at liberty to nominate any other member to serve as an office-bearer or other director.

(b) The nomination, which shall be in writing and signed by the member and his proposer and seconder, shall be lodged with the secretary at least fourteen days before the Annual General Meeting at which the election is to take place.

(c) A list of the candidates' names, in alphabetical order, with the proposers' and seconders' names shall be posted in a conspicuous place in the registered office of the company for at least seven days immediately preceding the Annual General Meeting.

(d) Balloting lists shall be prepared (if necessary) containing the names of the candidates only, in alphabetical order. Each member present at the Annual General Meeting shall be entitled to vote for any number of such candidates not exceeding the number of vacancies.

(e) In case there shall not be sufficient number of candidates nominated, the Board may fill up the remaining vacancy or vacancies.

(f) If there be only one nomination for any position on the Board of Directors the Chairman of the annual general meeting at which the election is to take place shall declare such candidate duly elected.

(g) Wherever there is more than one nomination for any position on the Board of Directors the election shall be by ballot of the members, conducted in the following manner:-

(i)a Prior to the conduct of the ballot the Secretary shall check the qualification of each member to vote and shall each member qualified to vote or their nominee with a ballot list. The Secretary shall initial each ballot list as it is issued.

(i)b Each person voting shall mark the ballot list by marking a cross opposite the name of each candidate for whom a vote is cast and shall deliver the completed ballot list to the Secretary. A person shall not vote for more candidates than the number required to be elected.

(ii) The result of the ballot shall be determined by the Secretary assisted by two scrutineers appointed by the existing Board of Directors.

(iii) After the closing of the ballot the Secretary and scrutineers shall check the voting papers, count the votes and report in writing the result of the ballot to the Chairman of the general meeting. The candidate for each position to be filled receiving the greatest number of votes shall be elected and a declaration as to such election shall be made at the general meeting.

(iv) In any case of doubt as to the formality of any voting paper the matter shall be referred to the Chairman of the meeting whose decision shall be final.

(v) In the event of an equality of votes in favour of two or more candidates, the Chairman of the meeting at which the election takes place shall have a casting vote or votes so as to decide the election.

(vi) The members comprising the Board of Directors may direct the Secretary to destroy the ballot papers at any time after the expiration of one month after the date of the declaration of the election.

36. The company may from time to time by resolution passed at a general meeting, increase the number of Directors to a maximum of seven or decrease the number to a minimum of four.

37. The Board shall have power at any time, and from time to time, to appoint any member of the company as a director, either to fill a casual vacancy or as an addition to the existing office-bearers or other directors but so that the total number of office-bearers or other directors shall not at any time exceed the number fixed in accordance with Articles 31, 32 and 33. Any office-bearer or other director so appointed shall hold office only until the next following Annual General Meeting.

38. The company may, by ordinary resolution of which special notice pursuant to Section 227 of the Law has been given, remove any office-bearers or other director 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 Annual General Meeting.

39. The office of a director shall become vacant if the director -
(a) becomes insolvent under administration or makes any arrangement or composition with his creditors generally;

(b) becomes prohibited from being a director of a company by reason of any order made under the Law;

(c) ceases to be a director by operation of Section 228 of the Law;

(d) becomes of unsound mind or a person whose person or estate is liable to be dealt with in any way under the law relating to mental health;

(e) resigns his office by notice in writing to the company;

(f) for more than six months is absent without permission of the Board from meetings of the Board held during that period;

(g) holds any office of profit under the company;

(h) ceases to be a member of the company; or

(i) is directly or indirectly interested, within the meaning of Section 231 of the Law in any contract or proposed contract with the company,
Provided always that nothing in this paragraph shall affect the operation of Clause 3 of the Memorandum of Association of the company.

POWERS AND DUTIES OF THE BOARD

40. The business of the company shall be managed by the Board 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 Law or by these Articles, required to be exercised by the company in general meeting, subject nevertheless, to any of these Articles, the provisions of the Law, and to such directions, not being inconsistent with the aforesaid Articles or provisions, as may be prescribed by the company in general meeting; provided that any rule, regulation or by-law of the company issued or made by the Board may be disallowed by the company in general meeting and provided further that no resolution passed by the company in general meeting shall invalidate any prior act of the Board which would have been valid if that resolution had not been passed or made.

41. The Board may exercise all the powers of the company to borrow money and to mortgage or charge its property, or any part thereof, and to issue debentures and other securities whether outright or as security for any debt, liability, or obligation of the company.

42. For the purpose of Clause 3 of the Memorandum of Association the rate of interest payable in respect of money lent by members to the company shall not exceed the lowest rate paid for the time being by the Commonwealth Bank in respect of term deposits.

43. All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments, shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, by any two directors. All receipts for money paid to the company shall be signed by one director.

44. The Board shall cause minutes to be made –
(a) of all appointments of officers and servants;

(b) of the names of the directors present at all meetings of the company and of the Board; and

(c) of all proceedings at all meetings of the company and of the Board.
Such minutes shall be signed by the chairman of the meeting at which the proceedings were held or by the chairman of the next succeeding meeting.

PROCEEDINGS OF THE BOARD OF DIRECTORS

45. (1) The Board may meet together for the despatch of business, adjourn and otherwise regulate its meetings as it thinks fit. A member of the Board may at any time, and the secretary shall, on the requisition of a member of the Board, convene a meeting of the Board.

(2) Without limited the discretion of the directors to regulate their meetings under clause (1) above the directors may, if they think fit, confer by radio, telephone, closed circuit television or other electronic means of audio or audio-visual communication and a resolution passed by such a conference shall, notwithstanding the directors are not present together in the one place at the time of the conference, be deemed to have been passed at a meeting of the directors held on the day on which and at the time at which the conference was held. The provisions of these Articles relating to proceedings of directors apply so far as they are capable of application and mutatis mutandis to such conferences.

(3) For the purpose of clause (1) above a meeting shall be deemed to have been held and a resolution shall be deemed to have been passed at such meetings if one or more of the directors or the secretary has communicated with all of the directors who would have had a right to attend and vote on such resolution if it had been put to a meeting at which all of those directors attended in person and the resolution was agreed to by the required number of such directors.

46. Subject to these Articles questions arising at any meeting of the Board shall be decided by a majority of votes and a determination by such a majority shall for all purposes be deemed a determination of the Board. In case of an equality of votes the chairman of the meeting shall have a second or casting vote.

47. The quorum necessary for the transaction of the business of the Board shall be a majority of the total number of members of the Board as provided in the Articles 31, 32 and 33 or such greater number as may be fixed by the Board.

48. The continuing members of the Board may act notwithstanding any vacancy in the Board, but if and so long as their number is reduced below the number fixed by Article 47 as the necessary quorum of the Board, the continuing member or members of the Board may act for the purpose of increasing the number of members of the Board to that number or of convening a general meeting of the company, but for no other purpose.

49. The President shall preside as chairman at every meeting of the Board, or if there is no President, or if at any meeting he is not present within ten minutes after the time appointed for holding the meeting, or if being present, he is unwilling to preside, the Vice-President shall be chairman or if the Vice-President is not present at the meeting then the members of the Board may choose one of their number to be chairman of the meeting.

50. The Board may delegate any of its powers and or functions (not being duties imposed on the Board as the directors of the company by the Law or the general law) to one or more committees consisting of one Board member and such member or members of the company as the Board thinks fit. Any committee so formed shall conform to any regulation that may be imposed by the Board and subject thereto, shall have the power to co-opt any member or members of the company and all members of such committees shall have one vote. Any resolution of the committee must before it becomes effective be ratified by a resolution of the Board.

51. The Board may appoint one or more advisory committees consisting of such member or members of the Board and such other member or members of the company as the Board thinks fit. Such advisory committees shall act in an advisory capacity only. They shall conform to any regulations that may be given by the Board and subject thereto, shall have power to co-opt any members or members of the company and all members of such advisory committees shall have one vote.

52. A committee or advisory committee may meet and adjourn as it thinks proper. Questions arising at any meeting shall be determined by a majority of votes or the members present, and in the case of an equality of votes the chairman shall have a second or casting vote.

53. All acts by any meeting of the Board, of a committee or by any director shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any such Board, committee or director or that the directors or any of them were disqualified, be as valid as if every person had been duly appointed and was qualified to be a Board member or committee member.

54. A resolution in writing signed by all members of the Board in Australia 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 in like form, each signed by one or more members of the Board.

SECRETARY

55. The secretary shall in accordance with the Section 240 of the Law be appointed by the Board for such term, 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, ex officio a member of the Board and any member so appointed shall be subject to the provisions of Clause 3 of the Memorandum of Association.

SEAL

56. The Board shall provide for the safe custody of the seal which shall only be used by the authority of the Board or of a committee of the Board authorised by the members of the Board in that behalf. Every instrument to which the seal is affixed shall be signed by a member of the Board and shall be countersigned by the secretary or by a second member of the Board or by some other person appointed by the Board for that purpose.

ACCOUNTS

57. The Board 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 Auditors report thereon as required by the Law 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 five months before the date of the meeting.

58. The Board shall from time to time determine in accordance with Clause 8 of the Memorandum of Association at what times and places under what conditions or regulations the accounting and other records of the company shall be open to the inspection of the members.

AUDIT

59. A properly qualified Auditor or Auditors shall be appointed and his or their duties regulated in accordance with Section 327 of the Law.

NOTICE

60. Any notice required by law or by or under these Articles to be given to any member shall be given by sending it by post to him at his registered address, or to the address, if any, supplied by him for the giving of notices. Where a notice is send 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 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.

61. (1) Notice of every general meeting shall be given in any manner hereinbefore authorised to -
(a) every member except those members for whom the company has no registered address or other address or an address for the giving of notices to them;
and

(b) the auditor or auditors for the time being of the company.

(2) No other person shall be entitled to receive notices of general meetings.

WINDING UP

62. The provisions of Clause 7 of the Memorandum of Association relating to the winding up or dissolution of the company shall have the effect and be observed as if the same were repeated in these Articles.

INDEMNITY

63. Every member of the Board, auditor, secretary and other officer for the time being of the company shall be indemnified out of the assets of the company 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 Law in which relief is granted to him by the Court pursuant with any application under the Law in which relief is granted to him by the Court pursuant to Section 241(2) of the Law in respect of any negligence, default, breach of duty or breach of trust.