Companies Act, 1961
(Section 16 and Section 24)-
Company Limited by Guarantee
MEMORANDUM
and
ARTICLES OF ASSOCIATION
of
THE AUSTRALIAN SOCIETY FOR MEDICAL RESEARCH Registrar
New South
Wales
$3
Stamp Duty
Companies
NEW SOUTH WALES
No of Company 100326
Companies Act, 1961
(Section 16 (3))
CERTIFICATION OF INCORPORATION OF PUBLIC COMPANY
THIS IS TO CERTIFY that THE AUSTRALIAN SOCIETY FOR MEDICAL RESEARCH is, on and from the twentieth day of February, 1969, incorporated under the Companies Act, 1961, and that company is a company limited by Guarantee. GIVEN under my hand and seal, at Sydney, this twentieth day of February, 1969.
F.J.O. RYAN, (L.S.)
Registrar of Companies
Companies Act, 1961
(Section 16 and Section 24)
Company Limited by Guarantee
MEMORANDUM OF ASSOCIATION
of
THE AUSTRALIAN SOCIETY FOR MEDICAL
RESEARCH
NAME
1. The name of the Society is ” THE AUSTRALIAN SOCIETY MEDICAL RESEARCH “
(Hereinafter called the Society
REGISTERED OFFICE
2. The registered office of the Society will be situated at Sydney in the State of New South Wales.
3. The powers set forth in the Third Schedule to the Companies Act 1961 are expressly excluded and shall apply to the Society except in so far as the same repeated or contained in paragraph 4 of the Memorandum of Association of the Society
OBJECTS
4. The objects for which the Society is established are
(a) To arrange for promote foster develop and assist the study of and the acquisition dissemination application of knowledge and information concerning medical research in all its aspects
(b) In furtherance of the objects of the Society to encourage stimulate and foster interest in medical: and allied disciplines and amongst other interested persons by:(i) The provision of a forum in which research papers may be presented for comment, criticism and discussion.
(ii) The provision of opportunities for meeting others in related fields of interest and discussing matters of common interest.
(iii) The encouragement of younger scientists to undertake medical research and to join in activities of the Society.
(c) To stimulate public interest in medical research and related problems.
(d) To encourage and to assist and to arrange for scientists and others to visit Australia in or promote scientific communication in the field medicine and allied disciplines.
(e) To encourage and to assist and to arrange for scientists and others to travel abroad and to scientific communication in the field of medic allied disciplines.
(f) To establish, subsidise, promote, co operate with, receive into union or affiliation, subscribe a: to or become a member of, control, manage, superintend, lend or give monetary assistance to or otherwise associations, institutions and organisations incorporated or not incorporated and whether within the of New South Wales or elsewhere and with object substantially similar to these objects provided the Society will not amalgamate with, subscribe support with its funds any body which does not the distribution of its income or property to an extent at least as great as that imposed on the by Clause 5 of this Memorandum.
(g) For the purpose of furthering the objects of the Society to raise money by all lawful means and solicit, receive and enlist financial or other from individuals, trusts, companies, corporation associations, societies, institutions and other organisations or authorities and to conduct fund raising campaigns.
(h) To make known and further the objects and activities of the Society by the publication and distribution papers, journals and other publications and by making the same known by any means thought desirable
(i) To draw, make, accept, endorse, discount, execute issue promissory notes, bills of exchange, warrants and other negotiable instruments.
(j) To borrow and raise money for any of the purposes the Society and to secure the payment thereof in manner as may be lawful including (without prejudice to the generality) by any mortgage, charge or debenture upon or over all or any of the proper the Society.
(k) To invest and deal with the money of the Society immediately required in such manner as may be permitted by law for the investment of trust fund
(l) In furtherance of the objects of the Society:(i) To employ and engage clerks, servants and persons whose service may be deemed necessary or desirable for the purpose of the operations of the society
(ii) To purchase, take on lease or acquire by gift otherwise real and personal property of an, nature or description.
(iii) To sell such property or exchange it for other property.
(iv) To demise such property for such terms at c rent and upon such conditions as may be deemed desirable.
(v) To raise money on such property on such and conditions as may be deemed desirable
(m) To promote interest in medicine and allied disciplines
(n) Generally to do all such acts, matters and things to enter into and make such agreements as are Incidental or conducive to the attainment of any of the objects of the Society.
(o) To undertake and execute any trusts the undertaking whereof may be necessary or desirable for the carrying out of any of the objects of the Society, and to accept any gift, endowment or bequest made to the Society generally or for the purpose of any specific objects carry out any trusts attached to any gift, endowment or bequest providing that the Society shall only deal with any property which is subject to any trusts in such manner as is allowed by law having regard to trusts.
(p) From time to time to make, rescind, add to or amen by laws or Regulations not inconsistent with any statute or with this Memorandum of the Society for the time being in force for the regulation or control of an the property or affairs of the Society as may be deemed necessary or desirable.
(q) To do all or any of the above things in any part or of the Commonwealth of Australia or in New Zealand elsewhere as principals, agents, contractors, trustees otherwise and by means of the agency of others and alone or in conjunction with another or others.
(r) To take over the funds and other assets and liabilities of the present unincorporated body known as “The Australian Society for Medical Research”.
5. The income and property of the Society wheresoever derived shall be applied solely towards the promotion the objects of the Society as set forth in this Memorandum and no portion thereof shall be paid or transferred or indirectly by way of dividend bonus or otherwise howsoever by way of profit to the members of the society PROVIDED that nothing herein shall prevent the payments good faith of remuneration to any officers or servant the Society or to any person other than a member of Board of Directors thereof in return for any service actually rendered to the Society nor prevent payment interest at a rate not exceeding the rate charged by in Sydney on overdraft accounts on any money lent or reasonable and proper rent for premises demised or let by any member of the Society but so that no Director of Society shall be appointed to any salaried office of Society or any office of the Society paid by fees and that no remuneration or other benefit in money or money’s shall be given by the Society to any Director except payment of out of pocket expenses and interest at the aforesaid on money lent or reasonable and proper rent for premises demised or let to the Society provided that provision last aforesaid shall not apply to any payment to any public utility company of which a Director of the may be a member or to any other company in which such member shall not hold more than a one hundredth part of the and such member shall not be bound to account for any share of profits they may receive in respect of such payment.6. Every member of the Society undertakes to contribute to the assets of the Society in the event of the same being wound up during the time that they are a member or within one afterwards for payment of the debts and liabilities of the Society contracted before the time at which he ceases to be a member and of the costs charges and expenses of winding up the same and for the adjustment of the rights of the contributories amongst themselves such amount as may be required not exceeding the sum of Twenty dollars ($20.00) PROVIDED always that Honorary Life Members shall not be liable for any costs charges or expenses consequent on the implementation of this clause.
7. If upon the winding up or dissolution of the Society there remains after the satisfaction of all its debts and liability ties any property whatsoever the same shall not be paid to or distributed among the members of the Society but shall be given or transferred to some other society, institution or body having objects similar to the objects of the Society and which shall prohibit the distribution of its income and property among its members to an extent at least as great as is imposed on the Society under or by virtue of Clause 5 hereof such society or institution to be determined by the members of the Society at or before the time of dissolution and if and so far as effect cannot be given to the aforesaid provision then to some charitable object.
8. True accounts shall be kept of the sums of money received and expended by the Society and the matter in respect of which such receipt and expenditure takes place and the property credits and liabilities of the Society 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 Society for the time being such accounts shall be open to the inspection of the members. Once at least in every year the accounts of the Society shall be examined and the correctness of the balance sheet ascertained by one or more properly qualified Auditor or Auditors.
9. The liability of the members is limited.
l0. No addition, alteration or amendment shall be made to or in the Memorandum or Articles of Association for the time being in force, unless the same shall have been previously submitted to and approved by the Minister of the Crown for the time being administering the Companies Act, 1961 (hereinafter called “the Minister”).
11. The fifth and tenth paragraphs of this Memorandum contain conditions on which the licence is granted by the Attorney General of the State of New South Wales in pursuance and under the provisions of Section 24 of the Companies Act, 1961 of the State of New South Wales or any law for the time being in force in the said State in substitution therefor
12. The full names addresses and occupations of the subscribers to the Memorandum of Association of the Society are as follows:
Marc Roger PLAYOUST, Department of Medicine, University of Sydney, Medical Practitioner
Peter Anthony CASTALDI, Department of Haematology, Royal Prince Alfred Hospital, Camperdown,Medical Practitioner
Paul John NESTEL, Department of Clinical Science, Australian National University,Canberra, A.C.T. Medical Practitioner
John Ross TURTLE, Department of Medicine, University of Sydney MedicalPractitioner
Richard Douglas GORDON Department of Medicine, The Queen Elizabeth Hospital, Woodville, S.A.
Medical Practitioner
Charles Baldwin KERR School of Public Health & Tropical Medicine, University of Sydney, Medical Practitioner
Peter SCHIFF Research Division, Commonwealth Serum Laboratories, Parkville, VIC, Medical Practitioner
Jack HIRSH Department of Medicine, St. Vincent’s Hospital Melbourne, VIC, Medical Practitioner
John Bruce BLACKWELL St. John of God Hospital, Subiaco, W.A., Medical Practitioner
13. The subscribers are desirous of being formed into a Company in pursuance of this Memorandum of Association.
DATED this 1st day of November, 1968.
Signatures of Subscribers Witnesses to Signatures and
Address of Witnesses
Marc Playoust David Price 10 Martin Place, Sydney, Solicitor
P.A. Castaldi David Price
Paul J. Nestel David Price
John R. Turtle David Price
Richard D. Gordon David Price
Charles B. Kerr David Price
Peter Schiff David Price
J. Hirsh David Price
J.B. Blackwell David Price
Companies Act, 1961
(Section 16 and Section 24)
Company Limited by GuaranteeARTICLES OF ASSOCIATION
of
THE AUSTRALIAN SOCIETY FOR MEDICAL RESEARCH
PRELIMINARY
1. In these Regulations:
“The Companies Act” and “the Act” each mean the Companies Act, 1961 or any Act or Acts of Parliament extending, amending or re enacting
the same or substituted therefor.
“The Society” means the Company registered as ” THE AUSTRALIAN SOCIETY FOR MEDICAL RESEARCH ” of which these are the Articles of Association.
“Articles” and “these presents” mean the Articles of Association for the time being of the Society.
“Special resolution” has the meaning assigned thereto by the Act.
“The Register” means the register of members to be kept pursuant to the Act.
“Month” means calendar month.
“Year” means calendar year.
“The General Committee” and “the Directors” mean the whole or any number (not being less than a quorum) of the Directors of the Society for the time being assembled at a meeting of Directors in accordance with the Articles.
“Secretary” includes any person appointed to perform the duties of Secretary for the time being and includes an Honorary Secretary.
“Honorary Treasurer” includes any person for the time being with the approval of the General Committee acting as Honorary Treasurer or performing the duties of that office.
“In writing” and “written” includes printing litho graphy and other modes of reproducing or representing words in a visible form.
“The Seal” means the Common Seal from time to time of the Society.
When any provision of the Act is referred to, the reference is to such provision as modified by any law for the time being in force in the State of New South Wales.
Expressions defined in the Act shall have the meanings so defined.
Words importing the singular number include the plural number and vice versa.
Words importing the masculine gender include the feminine gender and vice versa.
Words importing persons include companies corporations and public bodies.
If but only as between members any doubt shall arise as to the proper meaning of any of these Articles, or by laws made hereunder, the interpretation of the General Committee shall be final and conclusive provided that such interpretation is reduced to writing and recorded in the minute book for meetings of the General Committee.
MEMBERS
2(a) For the purposes of registering the Society it is declared that its membership is five hundred (500) but the General Committee may from time to time register an increase of members. Members of the Society shall be Ordinary Members or Senior Members or Honorary Life Members.
(b) Subject as herein provided members of the known as “THE AUSTRALIAN SOCIETY FOR MEDICAL SOCIETY FOR MEDICAL RESEARCH” unincorporated body shall be entitled to become members of the Society.
If the whole of the funds and other assets of the unincorporated body become the absolute property of the Society then every person who at forthwith after its incorporation the date of incorporation of the Society is a member of the unincorporated body and within twelve months from the date of such incorporation agrees in writing to become a member of the Society shall be admitted by the General Committee to membership of the Society. Every member of the Society who previously to their agreeing to become a member of the Society has paid their subscription due on the 1st day of January 1968 as a member of the unincorporated body shall not be liable to pay any further sum by way of annual subscription to the Society for the period prior to the 1st day of January 1969.
(i) Ordinary Members:
(a) Ordinary Members shall, at the time of election, be less than forty five (45) years of age and shall have demonstrated a genuine interest in medical research; they shall cease to be Ordinary Members at the end of the calendar year which first occurs after they have reached the age of forty five years.
(b) Ordinary Members shall be elected by the General Committee. Applications for Ordinary Membership shall be made in such form and in such manner as may be determined from time to time by the General Committee. A decision of the General Committee in respect of any application for membership shall be made by ballot and shall be final.
(ii) Senior Members:(a) Persons who cease to be Ordinary Members because of the provisions of the previous Article shall automatically be elected Senior Members within twelve months and in writing they notify their intention to the Honorary Secretary PROVIDED always that the General Committee may in its absolute discretion dispense with the aforesaid requirement, for such written notification.
(b) The General Committee may elect as Senior Members any other persons who are actively directing or encouraging younger people to undertake medical research.
(c) All senior members of the society eligible to hold ordinary membership pursuant to Article 2 (I) (a) above shall be ordinary members.
(iii) Honorary Life Members: (a) Persons are eligible to be elected Honorary Life Members if they have rendered exceptionally distinguished services to medical science or to the promotion of medical research.
(b) Honorary Life Members shall be elected only on the recommendation of the General Committee and at an Annual General Meeting by the affirmative vote of three quarters of the Members present and voting thereat.
ANNUAL SUBSCRIPTION 3. The General Committee shall determine the annual subscription provided that the amount of such subscription may be altered by special resolution passed at a General Meeting of members. Unless otherwise determined by the directors the annual subscription shall be payable in advance on the first of July for each year by all members other than Honorary Life Members.
TERMINATION OF MEMBERSHIP
4. Membership of the Society shall be terminated in the following circumstances:
(a) When the Honorary Secretary receives written notice of resignation from a member.
(b) By resolution of the General Committee:(i) When a member has failed to pay their annual subscription on within six (6) months from the date on which the subscription was due to the Society.
(ii) When a member has failed duly to pay any levy pursuant to Article 8.
(c) If the Society in General Meeting being of the opinion that the objects or activities of a member are no longer consistent with those of the Society or that the member’s continued membership would be an embarrassment to the Society (subject to the provisions of paragraph (d) of this clause) so resolves.
(d) Notwithstanding anything to the contrary herein contained whether express or implied no resolution pursuant to paragraph (c) shall be passed unless at least one week before the General Meeting of the Society at which such resolution is passed the member shall have had notice of such meeting and of what is alleged against them and of the intended resolution and that they 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 they may think fit.
MEMBERSHIP LISTS5. Members and patrons of the Society will be listed in the annual publication of the Society.
RIGHTS OF MEMBERS
6.
(a) Every member shall have the following rights:(i) To submit abstracts of papers to the Directors for consideration of their presentation at Society Meetings. All abstracts considered suitable by the Directors will be published in the Society’s Journal together with a programme indicating those papers selected for presentation.
(ii) To receive a copy of the Society’s Journal.
(iii) To attend and vote at General and Extraordinary Meetings of the Society.
(iv) To introduce guests who may submit papers for the Society’s Meetings.
(b) Ordinary members only may be elected as Directors of the Society.
PATRONS7. Any person persons corporation or corporations interested in the purpose and welfare of the Society may be invited by the General Committee to become a patron of the Society.
LEVY
8. The General Committee may in their absolute discretion make an emergency levy on the members from time to time provided that the total of any such levies shall not exceed the sum of $10.00 for each person in any one year.
GENERAL MEETINGS
9.
(a) The first General Meeting shall be held at such time, not being less than one month nor more than three months after the incorporation of the Society and at such place as the General Committee may determine.
(b) An Annual General Meeting of the Society 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.
(c) Any member of the General Committee may whenever they think fit convene an Extraordinary General Meeting, and Extraordinary General Meetings shall be convened on such requisition or in default may be convened by such requisition as provided by the Act.
10. All business shall be special that is transacted at an Extraordinary 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 General Committee and Auditors, the election of officers and other members of the General Committee in the place of those retiring, and the appointment and fixing of the remuneration of the Auditors.11. The Directors may whenever they think fit convene an Extraordinary General Meeting. The Directors shall on the requisition of members representing not less than one tenth of the total voting rights of all members having on that date the right to vote at General Meetings forthwith proceed duly to convene an Extraordinary General Meeting of the Society as provided by Section 137 of the Act.
NOTICE OF GENERAL MEETINGS
12.
(a) Subject to the provisions of the Act relating to special resolutions, fourteen (14) days notice at the 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, the day and the hour of meeting and, in case of special business, the general nature of that business shall be given in manner hereinafter mentioned, or in such other manner, if any, as may be prescribed by the Society in General Meeting to all members of the Society but with the consent of all members a meeting may be convened by such shorter notice and in such manner as the members may think fit.
(b) The accidental omission to give notice of a meeting to or the non receipt of notice of a meeting by any member shall not invalidate the proceedings a meetings.
13. (a) 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. Save as herein otherwise provided, fifty (50) members present in person 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.
(b) If within half an hour 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 to such other day and at such other time and place as the General Committee may determine, and 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 two) shall be a quorum.
(c) The President shall preside as Chairman at every General Meeting of the Society, or if there is no President, or if they are 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 the 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.
(d) 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, 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 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.
(e) At any General Meeting a resolution put to the vote of 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(i) by the Chairman; or
(ii) by at least three members present in person or by proxy.
Unless a poll is so demanded 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 Society 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 demand for a poll may be withdrawn.
(f) If a poll is duly demanded 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 demanded but a poll demanded on the election of a Chairman or on a question of adjournment shall be taken forthwith.
(g) 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 demanded shall be entitled to a second or casting vote.
(h) A member may vote in person or by proxy or by attorney 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.
(i) A member who is of unsound mind or whose person or 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 their Committee or by their trustee or by such other person as properly has the management of their estate, and any such Committee, trustee or other person may vote by proxy or attorney.
(j) No member shall be entitled to vote at any General Meeting if their annual subscription shall be more than one month in arrears at the date of the meeting.
(k) The instrument appointing a proxy shall be in writing (in the common or usual form) under the hand of the appointor or of their 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. A proxy may but need not be a member of the Society. The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.
(1) Where it is desired to afford members an opportunity of voting for or against a resolution the instrument appointing a proxy shall be in the following form or a form as near thereto as circumstances admit:
THE AUSTRALIAN SOCIETY FOR MEDICAL RESEARCHI, of being a member of the above named Society hereby appoint , Of or failing them , of as my proxy to vote for me on my behalf at the (Annual or Extraordinary, as the case may be) General Meeting of the Society, to be held on the day of 19 and at any adjournment thereof.
Signed this day of 19
This form is to be used *in favour of the resolution.
against
*Strike out whichever is not desired. (Unless otherwise instructed the proxy may vote as he thinks fit).
(m) 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 of attorney shall be deposited at the registered office of the Society, or at such other place within the State 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, or, 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.
(n) 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 Society at the registered office before the commencement of the meeting or adjourned meeting at which the instrument is used.
DIRECTORS AND MANAGEMENT OF THE SOCIETY14. The Society and the business affairs and property thereof shall be managed by the General Committee, comprised of eleven Directors as follows:
(a) President.
(b) President elect who shall be Vice President.
(c) Nine other Directors.
15.(a) President:The President shall preside at all meetings of the Society and shall be Chairman of all meetings of the General Committee. The President shall hold office until the next Annual General Meeting when they shall retire from such office.
(b) President elect and Vice President:
The President elect and Vice President shall assist the President in the performance of their duties and shall preside at any meeting at which the President is not present. In the event of the death or disability of the President, the President elect shall assume the duties of Acting President. The President elect shall hold office until the next Annual General Meeting when they shall be automatically elected to the office of President.
(c) Directors:
The first Directors of the Society, who shall hold office until the Annual General Meeting of the Society in December, 1968 shall be:
(i) Marc Roger Playoust, who shall be President.
(ii) Paul John Nestel, who shall be President elect and Vice President.
(iii) Peter Anthony Castaldi.
(iv) John Ross Turtle, who shall be Honorary Treasurer.
(v) Richard Douglas Gordon
(vi) Charles Baldwin Kerr.
(vii) Peter Schiff.
(viii) Jack Hirsh.
(ix) John Bruce Blackwell.
16. Any member shall be eligible to be a Director of the Society provided that on each occasion they are elected or appointed they are an Ordinary Member of the Society.17. Any member shall be eligible to be elected President elect and Vice President provided that at the time of their election they are an Ordinary Member.
18. Notwithstanding anything to the contrary herein contained, the President of the Society may be an Ordinary or a Senior Member.
19. Commencing from the Annual General Meeting in 1968 the President elect shall become the President.
20. The members of the incoming General Committee shall meet prior to each Annual General Meeting for the purpose of electing:
(a) President Elect and Vice President
(b) Honorary Secretary
(c) Honorary Treasurer
who shall take office at the conclusion of such Annual General Meeting PROVIDED always that no officer may take office or continue in office unless they are a Director of the Society.21. The Honorary Secretary and the Honorary Treasurer shall retire at the succeeding Annual General Meeting but shall be eligible for re appointment.
22. A “casual vacancy” amongst the officers specified in Article 20 shall mean any vacancy caused otherwise than by the retirement of the office on the expiration of their term of appointment. The General Committee shall have the power to fill such casual vacancies but any person thus appointed must be a Director and shall hold office only until the next ensuing Annual General Meeting.
ELECTION OF DIRECTORS
23. Subject to the provisions of Article 15:
(a) The Directors shall be elected by ballot held before the Annual General Meeting. Directors shall be elected for a term of two years and shall hold office (subject to Article 28) until the conclusion of the Annual General Meeting in the second year following their election.
(b) Every candidate for Director shall be nominated in writing by two Ordinary Members and each nomination paper, together with the candidate’s written acceptance of nomination shall be delivered to the Honorary Secretary at least sixty five (65) days prior to the Annual General Meeting.
(c) Should there be more candidates than vacancies to be filled the Honorary Secretary shall not less than sixty (60) days before the Annual General Meeting forward to members ballot papers listing the name of candidates for Directors in alphabetical order. Such ballot papers shall contain a direction to vote for a fixed number of candidates which number shall be the number of vacancies to be filled. A member shall record their vote by placing a cross on the ballot paper against the names of the persons for whom they desire to vote and by returning the ballot paper to the Honorary Secretary. Only ballot papers received by the Honorary Secretary not less than forty five (45) days before the Annual General Meeting shall be deemed to be valid.
(d) The President (or in their absence the President elect) and the Honorary Secretary (or in their absence a Director specifically appointed by the General Committee) shall act as scrutineers and any paper adjudged by them in consultation to be improperly or incorrectly filled in shall be invalid. The scrutineers shall deliver to the Chairman of the Annual General Meeting a list of candidates (up to the number of vacancies to be filled) who received the largest number of votes and the Chairman of the Annual General Meeting shall declare these candidates elected as Directors. Whenever two or more candidates for the last position to be filled on the Committee receive an equal number of votes the candidate to be elected shall be chosen by lot.
(e) The Chairman of the Annual General Meeting shall in the case of there being less candidates nominated than there are vacancies to be filled, declare such candidates and in the case of there being more candidates nominated than there are vacancies to be filled, declare the candidates (to the extent of the vacancies to be filled) receiving the largest number of votes duly elected as Directors.
(f) If an insufficient number of nominations be received or if there are less nominations than there are vacancies to fill then the General Committee may at its first meeting after the Annual General Meeting fill the vacancy or vacancies notwithstanding that their number may be less than three. Directors so appointd shall hold office only until the conclusion of the next Annual General Meeting, but shall be eligible for re-election.
(g) If there shall be no nominations received the retiring General Committee shall continue to act but shall have power at any time during the following year to appoint other qualified persons in their place or in the place of any of them. Any directors so appointed shall hold office only until the conclusion of the next Annual General Meeting, but shall be eligible for re-election.
24. A Director may retire from office upon giving seven (7) days notice in writing to the Honorary Secretary of their intention so to do and such resignation shall take effect upon the expiration of such notice or its earlier acceptance by the Directors.25. In the event of a vacancy or vacancies occurring amongst the Directors, the continuing Directors may act notwithstanding such vacancy or vacancies, but so that if their number falls below three the Directors shall not, except for the purpose of filling the vacancies, act so long as the number is below that minimum.
POWERS AND DUTIES OF THE GENERAL COMMITTEE
26. The business of the Society shall be managed by the General Committee who may pay all expenses incurred in promoting and registering the Society, and may exercise all such powers of the Society as are not, by the Act or by these regulations, required to be exercised by the Society in General Meeting, subject, nevertheless, to any of these regulations, to the provisions of the Act, and to such regulations, being not inconsistent with the aforesaid regulations or provisions, as may be prescribed by the Society in General Meeting; but no regulation made by the Society in General Meeting shall invalidate any prior act of the General Committee which would have been valid if that regulation had not been made.
27. The General Committee may appoint such sub Committees as they deem fit with such powers and for such purposes as they may prescribe.
28. Any casual vacancy occurring amongst the General Committee may be filled by the General Committee but any person so chosen shall retain their office until the conclusion of the next Annual General Meeting, but shall be eligible for re-election.
29. The General Committee shall define the powers, authorities, discretions and duties of the Secretary, the Honorary Treasurer and of any other officer of the Society and from time to time may alter or limit any such powers, discretions, authorities, and duties in any manner as they may deem desirable.
30. The Directors shall cause minutes to be kept in books provided for the purpose:
(a) Of all appointments of officers made by the General Committee.
(b) Of the names of the Directors present at each meeting of the General Committee and of any sub Committee.
(c) Of all resolutions and proceedings at all meetings of the Society and of the General Committee and sub Committees.
THE SEAL31. The Directors shall provide for the safe custody of the Seal and the Seal shall not be affixed except by the authority of a resolution of the Directors and in the presence of two Directors and of the Secretary or such other person as the Directors may appoint for the purpose; and the two Directors and the Secretary or other person as aforesaid shall sign every instrument to which the Seal of the Society is affixed in their presence.
DISQUALIFICATION OF DIRECTORS
32. The office of Director shall become vacant if the Director:
(a) ceases to be a Director by virtue of the Act;
(b) become bankrupt or makes any arrangement or composition with their creditors generally;
(c) becomes prohibited from being a Director of a company by reason of any order made under the Act;
(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 their office by notice in writing to the Society;
(f) for more than six months is absent without permission of the General Committee from meetings of the General Committee held during that period;
(g) holds any office of profit under the Society;
(h) ceases to be a member of the Society; or
(i) is directly or indirectly interested in any contract or proposed contract with the Society provided, however, that a Director shall not vacate their office by reason of their being a member of any corporation society or association which has entered or proposes to enter into a contract with the Society if such corporation society or association is among the class of companies referred to in the proviso to Clause 5 of the Memorandum of Association of the Society and if he shall have declared the nature of their interest in manner required by the Act.
Provided always that nothing in this Article shall affect the operation of Clause 5 of the Memorandum of Association of the Society.
PROCEEDINGS OF DIRECTORS33. The Directors may meet together for the transaction of business, adjourn and otherwise regulate their meetings as they think fit.
Questions arising at any meetings shall be decided by a majority of votes.
In case of an equality of votes the Chairman shall have a second or casting vote.
The President may at any time and the Secretary shall upon receipt of a request in writing by two Directors convene a meeting of the Directors.
34. The quorum for a meeting of the Directors shall be at least half of the total number of Directors.
35. The Directors may delegate any of their powers to sub Committees consisting of such member or members as they think fit. Any sub Committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on them by the Directors.
36.
(a) A sub Committee may elect a Chairman of its meeting; if no such Chairman is elected or if at any meeting the Chairman is not present within five (5) minutes after the time appointed for holding the same, the members present may choose one of their number to be Chairman of the meeting.
(b) A sub Committee may meet and adjourn as it thinks proper; questions arising at any meeting shall be determined by a majority of votes of the members present, and in case of an equality of votes the Chairman shall have a second or casting vote.
(c) Each sub Committee shall furnish to each regular meeting of Directors a report of its activities and shall tender to the Directors such advice concerning the subject matter of its activities as it shall deem desirable.
37. A Director shall not vote in respect of any contract or proposed contract with the Society in which they are interested, or any matter arising thereout, and if they do so vote their vote shall not be counted.38. The continuing members of the General Committee may act notwithstanding any vacancy in the General Committee, but if and so long as their number is reduced below the number fixed by or pursuant to these regulations as the necessary quorum of the General Committee, the continuing member or members may act for the purpose of increasing the number of Directors of the General Committee to that number or of summoning a General Meeting of the Society, but for no other purpose.
39. All acts done by any meeting of the General Committee or of a sub Committee or by any person acting as a Director shall notwithstanding that it be afterwards discovered that there was some defect in the appointment of any such Director or person acting as aforesaid, or that they were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a Director.
40. Each Director shall have the power from time to time to nominate in writing or by telegram, cablegram or wireless message any other Director to act in their place at meetings of Directors and to sign resolutions under Article 41. Any such nomination may at any time be revoked by the appointor and may be for such purpose and with such powers authorities and discretions as are vested in or exercisable by any such Director under these Articles and may be general or for a specified period or for specified meetings or for specified resolutions and notice of every such nomination or revocation must be given to the Honorary Secretary and shall take effect when notice thereof is so given.
41. A resolution in writing signed by the whole of the Directors for the time being within the Commonwealth of Australia or their proxies shall be as valid and effectual as if it had been passed at a meeting of the Directors duly called and constituted. A telegram, cablegram or wireless message addressed to and received by the Honorary Secretary of the Society and purporting to be signed by a Director shall for the purpose of this Article be deemed to be a writing signed by such Director.
ACCOUNTS
42. The Directors shall cause proper accounts to be kept with respect to:
(a) All sums of money received and expended by the Society and the matter in respect of which the receipt and expenditure takes place.
(b) All sales and purchases of real and personal property by the Society.
(c) The assets and liabilities of the Society.
43. The accounts shall be kept at the registered office of the Society or at such other place or places as the Directors think fit, and shall always be open to the inspection of Directors.44. The Directors shall from time to time determine subject to Clause 8 of the Memorandum of Association at what times and places and under what conditions or regulations the accounts and books of the Society or any of them shall be open to the inspection of members not being Directors.
45.
(a) The General Committee 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 Act provided, however, that the General Committee 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.
(b) The General Committee shall from time to time determine in accordance with Clause 8 of the Memorandum of Association at what times and places and under what conditions or regulations the accounting and other records of the Society shall be open to the inspection of members not being Directors and no member (not being a Director) shall have any right of inspecting any account or book or paper of the Society except as conferred by statute or by Clause 8 of the Memorandum of Association or authorised by the General Committee or by the Society in General Meeting.
AUDIT46. A properly qualified Auditor or Auditors shall be appointed and their remuneration fixed and duties regulated in accordance with Sections 9, 165, 166 and 167 of the Act and Clause 8 of the Memorandum of Association.
INDEMNITY
47. Every member of the General Committee, Auditor, Secretary and other officer for the time being of the Society shall be indemnified out of the assets of the Society against any liability incurred by them in defending any proceedings, whether civil or criminal, in which judgement is given in their favour or in which they are acquitted or in connection with any application under the Act in which relief is granted to them by the Court in respect of any negligence default breach of duty or breach of trust.
BY LAWS, RULES AND REGULATIONS
48. The Directors shall have power from time to time to make such by laws, rules and regulations not inconsistent with the Memorandum and Articles of Association of the Society as in the opinion of the Directors are necessary and desirable for the proper control, administration and management of the Society’s operations, finances, affairs, interests, effects and property and to amend or rescind from time to time any such by laws, rules and regulations PROVIDED ALWAYS that nothing in this clause contained shall be deemed to empower the Directors to make any bylaws, rules and regulations relating to the contributions, duties, obligations and responsibilities of the members which such power is specifically excluded herefrom.
NOTICES
49. A notice may be given by the Society to any member either personally or by sending it by post to them to their registered address or (if they have no registered address within the Commonwealth) to the address, if any, within the Commonwealth supplied by them to the Society for the giving of notices to them .
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 meeting when the letter containing the same is posted and in any other case at the time when the letter would be delivered in the ordinary course of post.
A certificate in writing signed by any Director that the letter or wrapper containing the notice was so addressed, prepaid and posted shall be prima facie evidence thereof.
50. If a member has no registered address within the Commonwealth and has not supplied to the Society an address within the Commonwealth for the giving of notices to them , a notice addressed to them and advertised in a newspaper circulating in the neighbourhood of the registered office of the Society shall be deemed to be duly given to them at noon on the day on which the advertisement appears.
51. Notice of every General Meeting shall be given in some manner herein before authorised to:
(a) every member except those members who (having no registered address within the Commonwealth), have not supplied to the Society an address within the Commonwealth for the giving of notices to them; and
(b) the Auditor or Auditors for the time being of the Society.
WE, the several persons whose names and addresses are subscribed being the subscribers to the Memorandum of Association of THE AUSTRALIAN SOCIETY FOR MEDICAL RESEARCH hereby agree to the foregoing Articles of Association.
Signatures of Subscribers Witness to Signatures and Address of Witness
Marc Playoust David Price, 10 Martin Place Sydney Solicitor
P.A. Castaldi David Price
Paul J. Nestel David Price
John R. Turtle David Price
Richard D. Gordon David Price
Charles B. Kerr David Price
Peter Schiff David Price
J. Hirsh David Price
J.B. Blackwell David Price
Dated this 1st day of November, 1968.
This is the Annexure of two pages marked as “A” to in the Companies Form 24 signed by me and dated 10th December 1990John Finlay-Jones
IT WAS RESOLVED that Clause (A) be inserted into the Memorandum of Association as follows:
(i) To establish a separate Approved Research Institute Account to be used exclusively for scientific research purposes into which shall be paid all gifts and bequests received by the fund in respect of which qualify as an allowable income tax deduction under sub paragraph 78(1)(a)(x) of the Income Tax Assessment Act. Payments from this account will be for the purposes of medical research.
The research fund account will be audited in accordance with Clause 46 of the Articles of Association of the Society. The audited statements of income and expenditure’ and balance sheet, will be presented in the Annual Report of the Society which is published each year and distributed to all members of the Society.
(ii) The Fund will be administered by a Research and Executive Committee at least comprising of five members who shall be suitably qualified for assessing medical Research and who shall be approved by the Secretary to the Department of Community Services and Health.
(iii) Each member of the Research and Executive Committee shall agree to serve on the Committee.
(iv) No changes to the Membership of the Research and Executive Committee will be made without the approval of the Secretary to the Department of Community Services and Health.
(v) In the event of the A.S.M.R. being wound up or upon it ceasing to carry out research activities through the A.S.M.R. Research Fund, any surplus remaining in the research fund will be transferred to another research fund or organisation which has been approved by the Commissioner of Taxation for the purpose of any of the sub paragraphs of Section 78(1) (a) of the Income Tax Assessment Act.
Although the details of that research fund or organisation would most properly be determined at the time of termination of the A.S.M.R or the Research Fund, it is agreed that, unless otherwise determined at a later date, the surplus would be transferred to the relevant research account of the Royal Australasian College of Physicians, an institution specified in Section 78(1) (a) (xxi) of the Act.
(vi) The results of research financed from the Research Fund shall be freely available and wherever possible published in the scientific press. In the instance where the Fund is used to support, by way of Scholarships or Fellowships, individuals undertaking original research, it will be a requirement that, wherever appropriate, due acknowledgment of the financial support received is made in published scientific articles describing research undertaken with the support of the Research Fund.
(In accordance with Article 1, words implying the masculine gender include the feminine gender and vice versa).