Corporations Law
Memorandum of Association
of the
Lincoln Red Cattle Society (Aust) Limited
A.C.N. 058 104 091
A Company Limited by Guarantee
1. The name of the company is "The Lincoln Red Cattle Society (Aust) Limited"(hereinafter called "the company").
2. (a) The objects for which the company is established are:
(i) To promote and regulate the breeding and marketing of Lincoln Red Cattle.
(ii) To take over the funds and other assets and liabilities of the present unincorporated Association known as the "Lincoln Red Society of Australia".
(b) Solely for the purpose of carrying out the aforesaid objects and not otherwise the company shall have the following powers:
(i) To hold or arrange competitions and provide or contribute towards the provision of prizes, awards and distinctions in connection therewith.
Provided that no member of the company shall receive any prize, award or distinction of monetary value except as a successful competitor at any competition held or promoted by the company.
(ii) 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 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 Clause 3 of this Memorandum.
(iii) To buy, sell and deal in all kinds of apparatus and all kinds of provisions, liquid and solid, required by the members of the company or persons frequenting the company's premises.
(iv) To purchase, take on lease or in exchange, hire and otherwise acquire any lands, buildings, easement 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.
(v) To enter into any arrangement with any Government or authority, supreme, municipal, local or otherwise, that may seem conducive to the company's objects or any of them and to obtain from any such Government or authority any rights, privileges and concessions which the company may think it desirable to obtain; and to carry out, exercise and comply with any such arrangement, rights, privileges and concessions.
(vi) To appoint, employ, remove or suspend such managers, clerks, secretaries, servants, workmen and other persons as may be necessary or convenient for the purposes of the company.
(vii) To establish and support or aid in the establishment and support of associations, institutions, funds, trusts and conveniences calculated to benefit employees or past employees of the company or the dependants or connections of any such persons; and to grant pensions and allowances; and to make payments towards insurance; and to subscribe or guarantee money for charitable or benevolent objects, or for any public, general or useful object.
(viii) To construct, improve, maintain, develop, work, manage, carry out, alter or control any houses, buildings, grounds, work or conveniences which may seem 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 or control thereof.
(ix) To invest and deal with the money of the company not immediately required in such manner as the Board thinks fit.
(x) 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 such securities.
(xi) To make, draw, accept, endorse, discount, execute and issue promissory notes, bills of exchange, bills of lading and other negotiable or transferable instruments.
(xii) 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.
(xiii) To take or hold mortgages, liens and charges to secure payment of the purchase price of any unpaid balance of the purchase price, of any part of the company's property or whatsoever kind sold by the company or any money due to the company from purchasers and others.
(xvi) To take any gift of property, whether subject to any special trust or not, for any one or more of the objects of the company but subject always to the proviso in paragraph (iv) of this Clause 2.
(xv) To take such steps by personal 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 donations, annual subscriptions or otherwise.
(xvi) To produce print or publish any material, including that of an electronic nature, that the company considers desirable for the promotion or achievement of its objects.
(xvii) To purchase or otherwise acquire and undertake all or any part of the property, assets, liabilities and engagement of any one or more of the companies, institutions, societies or associations with which the company is authorised to amalgamate.
(xviii) To transfer all or any part of the property, assets, liabilities and engagements of the company to any one or more of the companies, institutions, societies or associations with which the company is authorised to amalgamate.
(xIx) To make donations for patriotic or charitable purposes.
(xx) To transact any lawful business in aid of the Commonwealth of Australia is engaged.
Provided that the company shall not support with its funds any activity or endeavour to impose on or procure to be observed by its members or others any regulations or restrictions which if an object of the company would make it a trade union within the meaning of the Trade Union Act, 1881 (New South Wales) as amended.
The powers set forth in Section 161(1) of the Corporations Law shall not apply to the company except insofar as they are included in this Clause 2.3. The income and property of the company whencesoever derived, shall be applied solely towards the promotion of the objects of the company as set forth in this Memorandum, 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.
Provided that nothing herein contained shall prevent the payment in good faith of remuneration to any officers or servants of the company or to any member of the company in return for any services actually rendered to the company or for goods supplied in the ordinary and usual way of business, nor prevent the payment of interest at a rate not exceeding the rate for the time being fixed for the purpose of this paragraph by the Articles of Association on money borrowed from any member of the company or reasonable and proper rent for premises demised or let by any member of the company, but so that no director shall be appointed to any salaried office of the company of any office of the company paid by fees and that no remuneration or other benefit in money or money's worth shall be paid or given by the company to any director except repayment of out-of-pocket expenses and interest at the rate aforesaid on money lent or reasonable and proper rent for premises demised or let to the company. A Director shall not be precluded from selling Semen or being reimbursed for Semen provided, to the Society at a reasonable and proper rate.
4. [Deleted at Annual General Meeting held on 6 April 1998]
5. The liability of the members if limited.
6. Every member of the company undertakes to contribute to the property of the company in the event of the same being wound up while he is a member, or within one year after he ceases to be a member, for payment of the debts and liabilities of the company (contracted before he ceased to be a member) and of the costs, charges and expenses of winding up and for the adjustment of the rights of the contributories among themselves, such amount as may be required, not exceeding one hundred dollars ($100.00).
7. If upon 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 company having objects similar to the objects of the company and whose Memorandum of Association or constitution 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 Clause 3 hereof. Such institution or institutions to be determined by the members of the company at or before the time of the dissolution and in default thereof by application to the Supreme Court of New South Wales for determination.
8. 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 Articles of Association 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 by one or more properly qualified Auditor or Auditors who shall report to the members in accordance with the provisions of the Corporations Law.
9. The names, addresses and occupations of the subscribers are as follows:
David Elliot Grant |
John Dixon Hughes 77 Bulkara Road Bellevue Hill N.S.W. 2023 Surgeon |
| Max Dyer Conrau 'Four Winds' Busselton W.A. 6280 Farmer & Grazier |
Colin Clement Sanders 70 Macquarie Drive Cherrybrook N.S.W. 2126 Chief Executive Officer |
Richard Weir Killen 'Papanui' Merriwa N.S.W. 2329 Farmer & Grazier |