The name of the Company is "THE AUSTRALIAN LEBANESE HISTORICAL SOCIETY"

2. INTERPRETATION

In this constitution the following words have these meanings:

• (a) "The Society" means The Australian Lebanese Historical Society.
• (b) The clauses of this Constitution shall be called Articles.
• (c) "The Corporations Law" or the Law means the act in force concerning the incorporation of companies.
• (d) "The Officers" of the Society are those persons listed as holding those offices, or who may be elected from time to time to hold such offices.
• (e) The Patron shall mean and include, the Patrons for the time being of the Society.
• (f) "The Seal" means the Common Seal for the time being adopted by the Society.
• (g) "The Secretary" means any persons appointed to perform the duties of Secretary.

3. OBJECTS

The objects for which the Society is established are:

• (a) To encourage and assist in the development of repositories of archives on the history of Lebanese migration to and settlement in Australia,
• (b) To encourage and assist in the maintenance of the records and other documentary evidence of this history,
• (c) To promote the study of,and scholarship in,the history of Lebanese migration to Australia,
• (d) To promote the study of and publicise the contributions of the Lebanese community to Australian society,
• (e) To subscribe or guarantee money for charitable or benevolent objects, or for any public, general or useful object as from time to time determined by the Board and approved by an Annual General Meeting,
• (f) To take any gift or property whether subject to any special trust or not, for any one or more objects of the Society,
• (g) To do all such other things as are incidental or conducive to the attainment of the objects and the exercise of the powers of the Society.

4. NON PROFIT MAKING OBJECT

• (a) The income and property of the Society, from where derived, shall be applied solely towards the promotion of the objects of the Society as set forth in this Constitution and no portion shall be paid or transferred, directly or indirectly, by way of a dividend, bonus or otherwise howsoever by way of profit, to the members of the Society.
• (b)Provided that nothing herein shall prevent the payment in good faith, of reasonable and proper remuneration to any officer or servant of the Society, or to any member of the Society, in return for any services actually rendered to the Society, nor prevent the payment of interest at a rate not exceeding interest at the rate for the time being charged by Bankers in Australia for overdrawn accounts on money lent, or reasonable and proper rent for premises demised or let by any member of the Society; but so that no member of the Board of Management or governing body of the Society shall be appointed to any salaried office of the Society, or any office of the Society paid By fees, and that no remuneration or other benefit in money or money's worth shall be given by the Society to any member of such Board or governing body 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 Society.
• (c) Provided that the provision last aforesaid shall not apply to any payment to any company of which a member of the Board of Management or governing body may be a member and in which such member shall not hold more than one-hundredth part of the capital, and such member shall not be bound to account for any share of profits he may received in respect of such payment.

5. EXEMPTION FROM USE OF LIMITED.

If the user word "Limited" is dispensed with the Society:

• (a) must pursue its charitable purpose and apply its income in promoting those services, and
• (b) must not make a distribution to members, and must not pay fees to its Directors; and
• (c) must ensure that its Directors approve all other payments the Society makes to its Directors, and
• (d) must ensure that should the Society breach Clause(a)to(c), the Society shall notify the corporate regulatory body as soon as practicable of such breaches or if its Constitution is modified to remove any of those requirements(a)to(c)inclusive.

6. GUARANTEE

Every member of the Society undertakes to contribute to the assets of the Society, in the event of the same being wound up while being a member, or within one year after he ceases to be a member, for payment of the debts and liabilities of the Society 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 contributors among themselves, the sum of one hundred dollars ($100).

7. DISSOLUTION.

• (a) If upon the winding up or dissolution of the Society 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 Society, but shall be given or transferred to some other institution or institutions having objects similar to the objects of the Society and which shall prohibit the distribution of its or their income and property among its or their members to the same extent at least as great as is imposed on the Society under or by virtue of Cause 4 hereof, such institution or institutions to be determined by the members of the Society at or before the time of dissolution and in default thereof, payment to the Lebanese Archives section of the State Library of New South Wales, and in so far as effect cannot be given to the aforesaid provision, then to some charitable object.
• (b) Where it furthers the objects of the Society to amalgamate with one or more other ogranisations having similar objects, the other organisation/s must have rules which prohibit the distribution of its or their income and property among its or their members to the same extent at least as great as is imposed on the Society under or by virtue of Cause 4 hereof.

8. ACCOUNTS

True accounts shall be kept of the sum of money received and expended by the Society and the matter in respect of which such receipt and expenditure takes place and of 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 in force, 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.

The number of members with which the Society proposes to be registered is five (5) but the Board may from time to time register an increase of members.

10. The qualification of all members shall be that:

• (a) That they are supporters of the objects of the Society, and
• (b)They are aged eighteen years (18) or over or such other age as is determined by law and approved by the Board from time to time, and
• (c) Members shall be of Lebanese ancestry or are other persons related by marriage or otherwise to those of Lebanese ancestry, or are supporters of the objects of the Society.

11. The Society shall consist of Members of the following classes:

• (a) Life Members.
• (b) Ordinary Members
• (c) Honorary Life Members,
• (d) Such other classes or classes as the Board shall from time to time determine.

12. LIFE MEMBERS.

Life Members shall be persons who:

(i) are approved by the Board.
(ii)have already or shall after the date of Incorporation of the Society have paid the sum of One Thousand dollars ($1,000).

13. ORDINARY MEMBERS

Ordinary Members shall be persons who:

• (i) Have paid their entrance fee and Annual Subscription at least twenty eight days (28) prior to the Annual Meeting of the Society, and
• (ii) Are approved by the Board.

14. HONORARY LIFE MEMBERS

Life Members shall be persons who:

• (i) Have rendered exceptional or distinguished service to the Society or the Lebanese community in Australia.
• (ii) Have been recommended by the Board for Honorary Life Membership, and
• (iii) Have been elected by a majority of the Members present and voting at a General Meeting.
• (iv) Shall have the like privileges in all respects of an Ordinary Member, but shall not be liable for the payment of any annual subscription to the Society.

15. APPLICATION FOR MEMBERSHIP

• (a) Any member may nominate an eligible person for membership of the Society.
• (b) An application shall be in such form as the Society may from time to time require and be signed by the nominator and candidate,
• (c) Such application shall contain an obligation that the person if elected shall be bound by the provisions of this Constitution and By laws.

16. No person shall become a Member unless they have been elected by the Board to membership.

17.(a) The Board may in its absolute discretion and without assigning a reason therefor reject any applicant as a member.

(b) The Board as soon as possible, and not later than six (6) weeks after receiving an application for membership, shall inform the applicant of the Board's decision.

18. As soon as possible after receiving the application for membership, the Secretary shall refer such application to the Board, which shall accept or reject the application.

19. Where the Board determines to approve an application for membership, the Secretary shall as soon as possible after that determination, notify the applicant to pay within the period of 14 days after receipt of their notification, the entrance fee and annual membership fee from the time prescribed.

20.(a) The Secretary shall on payment by the applicant referred to in the preceding Article within 14 days, enter the applicant's name in the Register of Members and, upon the name being so entered, the applicant shall become a Member of the Society.

(b)if an applicant fails to pay the membership fee within the prescribed time, their application shall be invalid.

21. REGISTER OF MEMBERS

The Society shall maintain a Register of Members of the Society specifying the name and address of each person who is a Member of the Society, together with the date on which the person became a Member, or ceased to be a Member.

22. CESSATION OF MEMBERSHIP

A person ceases to be a member of the Society if the person:

• (a) resigns that membership in writing;
• (b)is expelled from the Society;
• (c)does not pay their annual subscription within 60 days of the end of the financial year of the Society;
• (d) violates an Object, or Article of the Society;
• (e) becomes an employee with the Society, unless the service contracts of that employee have been the subject of disclosure;
• (f) dies.

23. If a member revokes his resignation within 14 days of giving the same, and before acceptance by the Board, such resignation shall be deemed to be not effective.

24. ENTRANCE FEES, ANNUAL FEES AND SUBSCRIPTIONS

• (a) An ordinary member of the Society shall pay an entrance fee of Twentyfive dollars ($25)
• (b) An ordinary member shall pay on annual fee Twentyfive dollars ($25) per year.
• (c) All entrance and annual fees shall be subject to variation by the Board annually and be ratified at the Annual General Meeting of the Society.

25. FINANCIAL YEAR

The financial year of this Society shall be deemed to end on the 30th JUNE each calendar year, and financial statements should be submitted for approval by the Board of Directors at least 28 days prior to the Annual General Meeting of the Society.

26. DISCIPLINING OF MEMBERS

Where the Board of Directors is of the opinion that a member of the Society:

• (a) has persistently refused or neglected to comply with a provision of the Constitution. or;
• (b) has persistently and wilfully acted in a manner prejudicial to the interests of the Society, the Board may by resolution, expel the member from the Society.
• 27. The Secretary shall within 7 days of such Director's meeting, notify the member effected by such expulsion by registered mail.

This notice shall:

• (a) set out the resolution of the Board and the grounds on which it is based;
• (b) state that the Member may address the Board at a meeting to be held not earlier than 14 days and not later than 28 days after service of the notice;
• (c) state the date, place and time of that meeting, and
• (d) inform the member affected that the member may do either or both of the following:
  • (i) attend and speak at that meeting;
  • (ii) submit to the Board at or before the date of that meeting, any written representations relating to the resolution effecting them.

28. At any meeting of the Board held as provided by the preceding Article, the Board shall:

• (a) give to the member an opportunity to make oral representations;
• (b) give due consideration to any written representations submitted to the Board by the member at, or before the meeting,and
• (c) by another resolution determine whether to confirm, or to revoke its original resolution.

29. Where the Board confirms a resolution provided by the preceding Article the Secretary shall, within 7 days, by notice in writing, inform the member of the fact, and of the member's right of appeal and the rules thereof.

30. A resolution confirming expulsion by the Board, does not take effect:

• (a) until the expiration of the period within which the member is entitled to appeal against the resolution where the member does not exercise the right of appeal within that period; or
• (b) where within that period the member exercises the right of appeal, unless and until the Society in an Extraordinary General Meeting confirms the resolution.

31. APPEAL BY DISCIPLINED MEMBER

A member who is the subject of an expulsion resolution, may appeal to the Society in a General Meeting against the resolution of the Board which confirmed it, within 7 days after notice of the resolution is served on the member, by lodging with the Secretary, a letter to that effect.

32. At an Extraordinary General Meeting of the Society to be convened for this purpose:

• (a) no business other than the question of the appeal shall be transacted;
• (b) the Board and the member concerned shall be given the opportunity to state their respective cases orally, or in writing, or both, and
• (c) the members present shall vote by secret ballot on the question of whether the original resolution of the Board should be confirmed, or revoked.
• (d) Upon confirmation of the decision of the Board, the result for expulsion shall stand confirmed, and the member shall be deemed expelled at the declaration of that decision.

33. ACCOUNTS AND FINANCIAL RECORDS.

• (a) The banking account shall be kept in the name of the Society at such bank as the Board shall from time to time appoint. Every sum to be paid by the Society exceeding $500 shall be paid by cheque on the bankers.
• (b) Cheques shall be drawn by the Treasurer and counter-signed by the Secretary or President and may be endorsed either by the Secretary, Treasurer or President.
• (c) No payment shall be made and in particular to any Director, without the order of the Board except payments on a petty cash account for which the Board may place at the disposal of the Secretary such sum as they think fit not exceeding at any one time fifty dollars ($50) shall be paid by cheque and the Secretary shall make at such times as the Board directs a return of all receipts payments and liabilities on petty cash accounts.
• (d) All subscriptions and other monies payable to the Society shall be received by the Treasurer or such other officer of the Society as the Board shall appoint to receive the same who shall forthwith pay them into the banking account. The receipt of the Treasurer or such other officer shall be a sufficient discharge.
• (e) The Board shall cause true accounts to be kept in such manner as they think fit of all the receipts, credits, payments and liabilities of the Society and of each object or purpose in the management or administration whereof the Society shall for the time being act and of all other matters necessary for showing the true state and condition of the Society. Such books and all vouchers relating thereto and all the documents belonging to the Society shall be kept at such place or places and under the control of such officer as the Board shall from time to time appoint and (subject to any reasonable restrictions as to time and manner of inspecting the same that may be imposed by the Board) shall be open to the inspection of members.
• (f) At least fourteen days prior to the Annual General Meeting the Board shall distribute copies of every statement of income and expenditure and balance-sheet (including every document required by law to be adopted hereto) accompanied by a copy of the auditors report thereon as required by the Law provided however, that the Board shall cause to be made and laid before each annual general meeting a balance-sheet and statement of income and expenditure made up to the preceding 30th June.
• (g) Every balance sheet and statement when audited and approved by a general meeting shall be conclusive except as regards any error discovered therein within two (2) months after such approval which shall forthwith be corrected and except as to matters which are alleged to be in contravention of the Constitution.

34. Subject to any reasonable restrictions as to time and manner of inspecting the same that may be imposed by the Board, and the necessity of preserving the Privacy of Members, the records shall be open to the inspection of Members.

35. AUDITORS

A properly qualified Auditor, or Auditors shall be appointed and their remuneration fixed by the Annual General Meeting, and their duties regulated in accordance with the Corporation Law.

36. PATRON

The Patron or Patrons of the Society shall be such persons as the Board from time to time determines.

37. BOARD OF DIRECTORS

The business of the Society shall be managed by the Board of Directors.

38. The Board may exercise all such Functions as may be exercised by the Society other than those functions that are required by this Constitution to be exercised by a General Meeting of the members of the Society.

39. The Board may make such By-Laws and regulations and it think fit from time to time and any new By-Law or regulations or change of By-Laws or regulations shall be communicated to members. 40. The members of the Board of Directors shall receive no remuneration for their services as Directors except reimbursements of expenses incurred, and authorised by the Board.

41. The Board shall cause Minutes to be made of:

• (a) all appointments of Officers made by the Board;
• (b) the names of the Directors present at each meeting of the Board and/or any sub-committee of the Board.
• (c) all the resolutions and proceedings at all meetings of the Society, and of the Board, and of sub-committees of the Board.

42.(a) A member of the Board shall not vote at any meeting in respect of any contract in which they are interested, or any matter arising therefrom, and if they do, declare their vote shall not be counted.

(b) Any member of the Board may require a person who is interested, or concerned in a contract to have the contract referred to a general meeting.

(c) Any declaration of interests shall be recorded fully in the minutes.

43. The Board of Directors shall consist of a maximum of eight (8) members, unless the number is changed by a General Meeting of the Society.

44. The first Honorary Officers of the Society Shall be:

• (a) President, Vice-President, Secretary, Treasurer and four other members of the Board of Directors.
• (b) They shall retire at the first general meeting of the Society which shall be held not less than three nor more than six months after the date of incorporation of the Society.
• (c) These members shall be eligible for re-election.

45. The Board shall consist of the President, Vice President, Honorary Secretary and Treasurer and four (4) other members or the Society (who may also act as representatives of Board on any subcommittees as determined from time to time by the Board). If however, the Board shall at any time appoint a salaried Secretary as Secretary of the Society, then the Honorary Secretary shall become an ordinary member of the Board, and so long as there is not an Honorary Secretary, the Board shall consist of a President, Vice-President, Treasurer and five (5) other members of the Society.

46. The Board shall have power at any time, and from time to time, to appoint any member to the Board, either to fill a casual vacancy or as an addition to the existing office-bearers or other members of the Board, but so that the total number of office-bearers or other members of the Board shall not at any time exceed the number fixed in accordance with these articles. An office-bearer or other member of the Board so appointed shall hold office only until the next following annual general meeting.

47. The Board may continue to act although its number is reduced by death, retirement or otherwise, provided that if at any time its number is reduced below seven (7), the continuing members of the Board shall act only for the purpose of filling up vacancies until there are eight (8) members of the Board. A member of the Board appointed under this Article shall hold office until the next following annual general meeting at which an election of members of the Board shall take place and shall then be eligible for re-election.

48. ELECTION OF THE BOARD

The members of the Society shall at each Annual General Meeting elect members to fill the positions vacant on the Board, and the members of the Board elected at such meeting shall hold office until the next Annual General Meeting of the Society. The Board so elected shall each year elect the President, Vice-President, Treasurer and Secretary for the year and in the event of any vacancy in such offices occurring through the year, may fill such offices for the remaining period of that year.

49. At every Annual General Meeting held in the year 2000 and after, all Board members shall retire from office. The Members retiring and the Members being elected shall take office on the declaration of the poll.

50. A retiring member of the Board shall be eligible for re-election and shall act as a member of the Board throughout the meeting at which he retires until the declaration of the poll.

51. If at any general meeting at which an election of members of the Board ought to take place if any member of the Board retiring is not filled up, he shall if willing continue in office until the Annual General Meeting in the next year at which time his office would fall vacant.

52. No person shall be eligible for election to the Board at any Annual General Meeting unless he has at least thirty (30) days before the annual general meeting left at the registered office of the Society a notice of nomination of his candidature duly signed by him and two (2) other members of the Society who shall respectively propose and second the nomination.

53. (a) Fifteen days before the date of the annual general meeting at which an election of the members of the Board shall take place the enrolment of new members or renewal of membership of old members shall cease and shall not be recommenced until after such election is held. All financial members of the Society at the date when such enrolment and renewals cease shall be deemed to be entitled to vote at such election.

(b) The Board shall not less than fifteen (15) days before the date of the Annual General Meeting at which an election of members of the Board shall take place forward to each financial member of the Society a ballot paper which shall contain a list of the candidates nominated for election to office and the number of vacancies to be filled. With such ballot paper the Board may send to each member such directions as it thinks fit to assist the members to accurate complete the ballot papers in accordance with the provisions of these Articles.

54.

• (a) A Returning Officer shall conduct the elections at each Meeting at which an election takes place for an office member.
• (b) The Returning Officer may appoint any other member to assist him in the oversight and conduct of any election provided that those so appointed are not candidates for election to any office of the Society.
• (c) The Returning Officer shall be a member of the Society who is not a candidate for election.
• (d) The Returning Officer for the subsequent year shall be elected by members of the Society present at the Annual General Meeting at the conclusion of the election for members of the Board.
• (e) The election of the Returning Officer shall be conducted by the President of the Society in a manner determined by Annual General Meeting.
• (f) Where no member is willing to stand for election as Returning Officer, a subsequent meeting of the Board prior to the next Annual General Meeting may elect a member of the Society.

55. Members may attend and vote in person at the place and time of election or may deposit at the registered office of the Society their ballot paper duly completed. If a member does not attend and vote personally his ballot paper shall be enclosed within a signed envelope provided which shall bear his signature and shall be deposited at the registered office of the Society not less than twenty-four (24) hours before the time for holding the meeting at which the election is to take place. Any such ballot paper which is not enclosed in a signed envelope or deposited at the registered office of the Society as herein required shall not be treated as valid.

56. The Returning Officer shall examine the identity of each person claiming the right to vote and if such person is entitled to vote shall give to him a ballot paper and such person shall signify with a cross opposite the names of the candidates those for whom he desires to vote.

57. A ballot paper which contains a number of crosses more or less than the number of candidates to be elected shall be rejected as informal.

58. The candidates to the number of the vacancies to be filled who have a majority of votes shall be elected as the members of the Board. In any case where there is an equality of votes to fill a position on the Board the member or members who have an equality of votes shall be determined by lot which of those members shall be elected to the Board.

59. (a) Within ten days of the making known of the result of the ballot the Board shall meet together under the Presidency of the Returning Officer and elect the President, Vice-President. Treasurer and Secretary for the year.

(b) The Returning Officer is not eligible for election to any office position and may only take part in any business of the board related to the election of office positions.

60. The office of a member of the Board shall be vacated if a member of the Board:

• (a) accepts an office of profit under the Society; or
• (b) becomes bankrupt or makes any arrangement or composition with his creditors generally;
• (c) becomes prohibited from being a director of a Company by virtue of the Law;
• (d) becomes a mentally ill patient, protected person or otherwise incapable of managing his own affairs;
• (e) resigns his office by notice in writing to the President of the Board;
• (f) ceases to be a member of the Society.
• (g) without leave of the Board shall absent himself from three (3) consecutive meetings of the Board;
• (h) is directly or indirectly interested in any contract or proposed contract with the Society provided, however, that a member shall not vacate his office by reason of his 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 non profit making object of this Constitution of the Society and if he shall have declared the nature of his interest in a manner required by the Law;

Provided always that nothing in this article shall affect the operation of Clause 4 of this Constitution.

61. No person who is not an member of the Society shall be elected as a member of the Board or of a sub-committee.

62. No person receiving any salary from the Society shall be eligible to become a member of the Board until six (6) months after such salary shall have wholly ceased.

63. Meetings of the Board shall be held every two months at such times and places they may determine, and also at such other times as they may deem fit. Five members of the Board shall form a quorum.

64. All acts done by the Board or by any sub-committee shall notwithstanding the existence of some disqualification or some defect in the appointment of any member of the Board or sub-committee or the existence of any vacancy in any sub-committee, be as valid as if such vacancy disqualification or defect had not existed.

65. BOARD SUB-COMMITTEES

The Board may constitute such sub-committees consisting of such Board Members and ordinary Members of the Society as the Board thinks fit provided that a member of the Board who is the nominee of the Board acts a the Chairperson of a sub-committee.

66. The Board shall from time to time make By-Laws for the proper conduct of subcommittees all of which subcommittees shall be chaired by a Board Member.

67. Such sub-committees shall be under the control of the Board, and shall at all times comply with all directions of the Board.

68. DUTIES OF THE BOARD AS TO ACCEPTANCE OF PROPERTY.

Where property is accepted by the Board for the general objects of the Society they may apply both capital and income in or towards any of the objects mentioned in the Constitution except insofar as they may be restricted by any resolution of a general meeting in that behalf or they may accumulate such income until the same can in their opinion be usefully applied for all or any of such objects.

69. GENERAL POWERS OF THE BOARD.

Provided nevertheless that the Board shall be subject to any directions which may be given by any resolution passed by three-fourths of the members of the Society present at a general meeting duly called for the purpose but no such resolution shall invalidate any prior act otherwise valid.

70. The Board shall engage all such officers and servants as they may consider necessary and shall regulate their duties and fix their salaries.

71. An Annual General Meeting shall be held once in every year during the month of November at such places and times as the Board may from time to time determine.

72. All general meetings, other than the Annual General Meeting shall be called extraordinary general meetings.

73. The Board may, whenever it may think fit, convene extraordinary general meetings and such general meetings shall also be convened on such requisition or in default may be convened by such requisitions as provided by the Law.

Twenty members of the Society shall form a quorum at an extraordinary general meeting or Annual General Meeting.

75. 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 the 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 and if at such adjourned meeting a quorum is not present the members present and entitled to vote whatever their number shall be deemed to be a quorum and shall have power to decide upon all matters and do all business which could properly have been disposed if at a meeting with a full quorum present.

76. Fourteen days notice at least specifying the place and time of meeting and (in case of special business) the general nature thereof shall be sent to each member of the Society but non-receipt of such notice by any member shall not invalidate the proceedings at any general meeting. All business shall be deemed special except the consideration at the annual meeting of:

• (a) the accounts;
• (b) the annual report of the Board;
• (c) the holding of the elections to the Board of the Society and the election of the Returning Officer; and
• (d) the appointment and remuneration of auditors.

78. Any five members may on giving to the Secretary not less than 20 days notice in that behalf submit any resolution to a general meeting and notice thereof shall be given to the members by the Secretary.

79. No person shall be entitled to vote at any meeting of the Society who is not an member of the Society.

80. At any meeting of the Society only members having the right to vote shall be allowed to be present unless the meeting allows the admission of one or more persons who if allowed to be present shall follow the discussions in any orderly and becoming manner.

81. At any general meeting of the Society:

• (a) Except as herein otherwise provided every member present in person shall on a show of hands be entitled to one vote, and on a poll every member whether present in person or by proxy shall have one vote. Every question shall be decided by a majority of the members voting.
• (b) On a poll votes may be given either personally or by proxy. At any meeting a resolution put to the vote of the meeting shall in the first instance be decided on a show of hands.
• (c) The instrument creating a proxy shall be in writing and in such form as the Board shall from time to time approve.
• (d) The instrument appointing a proxy shall be deposited at the registered of the Society not less than forty-eight (48) hours before the time the holding the meeting or adjourned meeting as the case may be at which the person named in the instrument proposes to vote and in default the instrument shall not be treated as valid.
• (e) At any meeting a resolution put to the vote of the meeting shall in the first instance be decided on a show of hands.
• (f) A poll may at any general meeting or special meeting be demanded before or on the declaration of the result of the show of hands by the Chairman or by at least five (5) members present in person and unless a poll is so demanded a declaration by the Chairman that a question 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 of proceedings of the Society shall be conclusive evidence of the fact without further proof.
• (g) If a poll is duly demanded it shall be taken in such manner and at such time and place as the Chairman directs and the result of the poll shall be deemed to be the resolution of the meeting at which the poll was demanded. The demand of a poll may be withdrawn.
• (h) 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 a poll is demanded shall be entitled to a second or casting vote.
• (i) The President of the Board and in his absence the Vice-President may act as Chairman of the general meeting, If at any meeting the President or Vice-President is not present within fifteen (15) minutes after the time appointed for holding the meeting or if those present are unwilling to act as Chairman, the members present shall choose some one of their number to be Chairman.

At any meeting of the Board:

• (a) The President of the Board and in his absence the Vice-President shall act as Chairman. If at any meeting the President or Vice-President is not present within then (10) minutes of the time appointed for holding the same the members of the Board present shall choose some one of their number to be Chairman of such meeting.
• (b) Every member of the Board shall have one vote only and in the case of equal voting the Chairman shall have a second or casting vote.

83. MINUTES

Minutes of the proceedings of all general meetings shall be signed by the Chairman of the meeting or of the meeting at which the minutes are read and confirmed and every such minute purporting to be so signed shall be prima facie evidence of the facts therein stated.

84. Minutes of the proceedings of all meetings of the Board or any sub-committee shall be signed by the President or Chairman of the Board or sub-committee at which the minutes are read and confirmed.

85. The Society shall have a seal in such form and of such a diagram as shall be decided upon by the Board.

86. SEAL

(a) The seal of the Society shall always be deposited at the office of the Society and shall never be used except by the authority of the Board previously given and then only in the presence of and accompanied by the signatures of the President, Secretary,. Treasurer, or any two of such officers.

(b) The Board may decide whether to affix a Seal to a document or to sign it without a Seal

(c) No person dealing with the Society shall be bound or concerned to see or enquire as to the authority under which any instrument is either not of if sealed in whose presence.

87. NOTICES

A notice may be given by the Society to any member either personally or by sending it by post to him at his registered address, or (if he has no registered address within Australia) to the address, if any, within supplied by him to the Society for the giving of notices to him. Where a notice is sent by post, service of the notice shall be deemed to be effected by properly addressing, prepaying, and posting a letter containing the notice, and to have been effected in the case of a notice of a meeting on the day after the date of its posting, and in any other case at the time at which the letter would be delivered in the ordinary course of post.

88. (a) Notice of every general meeting shall be given in any manner hereinbefore authorised to:

• (i) Every member except those members who have not supplied to the Society an address for the giving of notices to them; and
• (ii) No person other than members and the Patrons of the Society shall be entitled to receive notices of general meetings.

(b) attend the meetings of the Board of the Society, and

• (i) to be heard at such meetings, but
• (ii) not to vote at such meetings.

89. RESOLUTION OF INTERNAL DISPUTES

(a) Disputes between members (in their capacity as members) of the Society and disputes between members and the Society are to be referred to a meeting of the Board in the first instance.

(b) If the Board is not able to settle a dispute between members (in their capacity as members) of the Society and disputes between members and the Society, it is to be referred to a community justice centre for mediation in accordance with the Community Justice Centres Act 1983.

(c) At least seven (7) days before a mediation session is to commence, the parties are to exchange statements of the issues that are in dispute between them and supply copies to the mediator.