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Constitution OF Cambia - A Not-for-profit Company Limited by Guarantee

Table of contents:

  1. Preliminary
  2. Objectives
  3. Income and Property of Company
  4. Payments to Directors
  5. Membership - Becoming a Member
  6. Membership -Ceasing to be a Member
  7. Single Member Resolutions
  8. Attorney
  9. Board of Directors - Composition of the Board
  10. Board of Directors - Appointment of Directors
  11. Powers of the Board
  12. Proceedings of the Board - Directors' Meetings
  13. Proceedings of Directors - Decision of Questions
  14. Proceedings of Directors - Directors' Committees
  15. Proceedings of Directors - Resolutions without Meeting
  16. Proceedings of Directors - Appointment of a Proxy
  17. Alternate Directors
  18. Proceedings of Directors - Validity of Acts of Directors
  19. Proceedings of Directors - Directors' interests
  20. Proceedings of Directors - Minutes and Registers
  21. Secretary
  22. Inspection of Records
  23. Audit and Accounts
  24. Winding up
  25. Indemnity and Insurance

1. PRELIMINARY

This page contains definitions etc.

2. OBJECTIVES

2.1 The objectives for which CAMBIA is established are:

(a) to conduct basic and applied research in any scientific, technical, legal, economic, policy, informatics or engineering discipline that relates to the application of innovation in the sciences, particularly in but not limited to the life sciences including any aspect of public health, environmental sciences, or agricultural research or practice;

(b) to develop, apply and make available tools, methodologies, policies and practices to enable users to better overcome biological, environmental, intellectual property, business and other constraints to their capability to innovate, and to use the results of innovation, to solve their own problems in areas such as food security, public health, and resource stewardship;

(c) to establish and maintain appropriate educational programs in life sciences, intellectual property, or other areas relevant to the objectives of CAMBIA, and to educate agricultural researchers, public health professionals, scientists, governing officials, policymakers, farmers and other local users of technologies in the use and application of such tools and methodologies created by ourselves and others;

(d) to provide biological materials related to such tools and methodologies, where feasible and appropriate;

(e) to evaluate, develop, distribute and support hardware, software, databases and related computer and information services to enhance access to information resources and collaborative use and improvement of results, including information and results pertaining to research, development and education, intellectual property resources, and communication infrastructures;

(f) to develop, evaluate, distribute, support and certify open source-based licenses and other legal instruments to provide and maintain open access to patented, patentable and related technologies, open access to materials, data, and improvements based on them, and open capabilities for sustainable use of these technologies , materials and improvements;

(g) to evaluate and participate in or advise on development of materials, software, information and equipment which may be used in the application of such techniques, tools and methodologies;

(h) to undertake any lawful activities that would contribute directly or indirectly towards achievement of the preceding objectives.

2.2 CAMBIA may only exercise the powers in section 124(1) of the Corporations Law to:

(a) carry out the objectives in clause 2.1; and

(b) do all things incidental or convenient in relation to the exercise of power under clause 2.2(a).

2.3 CAMBIA may not use its funds to support any activity or endeavor to impose on its Member, any regulations or restrictions that would make it a trade union within the meaning of the Trade Unions Act of the Commonwealth of Australia.

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3. INCOME AND PROPERTY OF COMPANY

3.1 The income and property of CAMBIA, however derived, will only be applied towards the promotion of the objectives of CAMBIA as set out in clause 2. 

3.2 No part of income or property may be directly or indirectly paid or transferred, such as by way of dividend, bonus, or otherwise, to any Member of CAMBIA, except:

(a) in return for services rendered or for goods supplied in the ordinary course of business;

(b) for interest at a rate not exceeding current bank overdraft rates of interest for moneys lent by a Member; or

(c) for reasonable or proper rent for premises leased by a Member to CAMBIA. 

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4. PAYMENTS TO DIRECTORS

4.1 No payment will be made to any Director of CAMBIA other than:

(a) payment for out-of-pocket expenses incurred by a Director in carrying out any duties of a Director up to an amount approved by the Board; 

(b) payment for any service rendered to CAMBIA by a Director in a professional or technical capacity, other than in the capacity as Director, where the provision for that service has the prior approval of the Board, the amount payable is approved by a resolution of the Board, and is on reasonable commercial terms; 

(c) payment for salary or wage due to a Director in capacity as an employee of CAMBIA;

(d) payment for an insurance premium in respect of a contract insuring a Director to which subsection 243K(7B) of the Corporations Law refers; or

(e) payment for a financial benefit to a Director to which subsection 243K(7A) of the Corporations law refers.

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5. MEMBERSHIP - Becoming a Member

5.1 The total number of Members of CAMBIA shall be a maximum of one (1) Member.

5.2 The Member will be a person who has subscribed to this Constitution and who has become a Member as provided for in this Constitution.  

5.3 An applicant for Member must submit in writing an application for membership, which is signed by the applicant and the Board  and be in such form as the Directors of CAMBIA from time to time prescribe.

5.4 At the next meeting of the Board after the receipt of any application for membership, the application will be considered by the Board who will determine whether to accept or reject the applicant. If the application for membership is rejected, the Board will not be required to give reasons for the rejection. 

5.5 As soon as practicable following acceptance of an application for membership, the Executive Director will send the applicant written notice of the acceptance. 

5.6 No entrance fee or annual subscription will be payable by any Member or prospective Member.

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6. MEMBERSHIP - Ceasing to be a Member

6.1 A Member ceases to be a member of CAMBIA:

(a) upon resigning in writing to the Secretary, from the date of receipt of notice by the Secretary;

(b) upon death;

(c) upon becoming of unsound mind or whose person or estate is subject to a law relating to mental health;  or

(d) upon being convicted of a criminal offense.

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7. Single Member Resolutions

7.1 Nothing in this Constitution limits the company’s power, while the Company has only one member, by recording the resolution and signing the record.

7.2 As the company has only one Member, a document signed by that Member which records a decision of the Member:

(a) constitutes a decision of the company and is valid and effective as it were a resolution duly passed at a meeting of members; and

(b) has effect as a minute of that decision.

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8. Attorney

8.1 The Member may appoint an attorney to act at a meeting of members on behalf of the Member. 

8.2  If the appointor is an individual, the power of attorney must be signed in the presence of at least one witness. 

8.3 An attorney has the same right as the Member to speak and vote at the meeting.

8.4 The appointing Member may instruct the attorney to vote for or against any proposed resolutions. Unless otherwise instructed, an attorney may vote as the attorney chooses.

8.5 A attorney 's appointment is valid at an adjourned or postponed meeting unless notice of revocation of power of attorney is received at least 24 hours before the time of the meeting.

8.6 To be effective, the power of attorney must be received by post, by fax, or by email with confirmation copy to follow, by the Secretary at least 48 hours before the time specified for the meeting or adjourned meeting at which the appointee proposes to vote; or, at least 48 hours before the time appointed for taking the poll, on which the proxy proposes to vote.

8.7 A vote cast by an attorney is valid notwithstanding:

(a) the appointer's death;

(b) the appointer became of unsound mind; or

(c) the appointer otherwise revoked the proxy, unless written notification was received by the Secretary before the vote is cast or before the relevant meeting.

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9. Board of Directors - Composition of the Board

9.1 There will be a Board of Directors of CAMBIA known as the Board, which will consist of the Executive Officer and the Directors.

9.2 The Executive Officer and the Directors may or may not be the Member.

9.3 The number of Directors will be limited to a minimum of three (3) and a maximum of ten (10) at any one (1) time.

9.4 From among their own number, the Board will elect and appoint a chairperson of the Board.

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10. Board of Directors - appointment of Directors

10.1 Subject to the relevant law, the Company may at any time by resolution passed in general meeting:

(a) appoint any person as a director; or

(b) remove any director from office.

10.2 Subject to the relevant law, the Directors may at any time appoint any person as a director.

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11. Powers of the Board

11.1 The business of CAMBIA is vested in the Board, who may exercise all powers of CAMBIA that this Constitution and the Corporations Law do not require to be exercised by the Member in general meeting.

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12. Proceedings of the Board - Directors' meetings

12.1 On the request of two (2) Directors, or the Executive Officer, or the chairperson of the Board, the Secretary must convene a meeting of the Board.

12.2 Written notice for a Directors’ meeting should be provided at least 48 hours prior to the meeting. A Director who is not in Australia is entitled to notice of a meeting of the Board.

12.3 The Board may meet for the dispatch of business, adjourn and otherwise regulate their meetings and proceedings as they think fit. 

12.4 The Directors need not all be physically present in the same place for a Directors' meeting to be held, provided that:

(a) all the Directors wanting to take part in the meeting are linked by telephone or other means of instantaneous communication for the purposes of the meeting; and

(b) at the commencement of the meeting each Director acknowledges the telephonic presence of a Director and the Director linked by telephone acknowledges that he or she is able to hear each of the other Directors taking part.

12.5 A Director is deemed to be present and form part of the quorum throughout the meeting unless the Director has obtained the consent of the chairperson of the meeting to leave the meeting.

12.6 At a meeting of Directors, the number of Directors whose presence is necessary to constitute a quorum is 3 Directors entitled to vote.

12.7 The Board must meet at least once annually, not less than twenty-one (21) days before the date of the annual general meeting, for the purposes of considering and approving the audited accounts, preparing the Directors’ report to the Member, and for nominating Directors in accordance with clause 10, including replacements for those who are due to retire at the next annual general meeting.

12.8 Directors may act notwithstanding a vacancy in their number but, if and so long as their number is reduced below the minimum, the Directors may act only for the purpose of filling vacancies to the extent necessary to bring their number up to that minimum.

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13. Proceedings of Directors - Decision of Questions

13.1 Questions arising at a meeting of the Board will be decided by a majority of votes of those present and eligible to vote on a matter.

13.2 In the event of an equality of votes, the chairperson has a casting vote in addition to any vote to which the chairperson is entitled to as Director or proxy of a Director.

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14. Proceedings of Directors - Directors' Committees

14.1 Subject to the Corporations Law, the Directors may delegate any of their powers to a committee or committees. The Directors may at any time revoke any delegation of power to a committee. 

14.2 At least one (1) member of each committee must be a Director. 

14.3 A committee must exercise its powers in accordance with any directions of the Directors and a power exercised in that way is taken to have been exercised by the Directors.

14.4 Meetings and proceedings of a committee are governed by the provisions of this Constitution as to the meetings and proceedings of the Board so far as they are applicable and are not inconsistent with any directions of the Directors

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15. Proceedings of Directors - Resolutions without meeting

15.1 A resolution in writing signed by all the Directors who are eligible to vote, is as valid and effectual as if it had been passed at a meeting of the Directors held on the day on which the resolution was last signed by a Director. 

15.2 The written resolution may consist of two (2) or more identical documents, each of which is signed by one or more of the Directors..

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16. Proceedings of Directors - Appointment of a Proxy

16.1 A Director is entitled to appoint another Director as proxy to attend in the Director’s place at a Director's meeting. The proxy has the same rights as the Director to speak and vote at the meeting. Such appointment must be in writing under the hand of the Director.

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17. Alternate Directors

17.1 A Director (the “Appointing Director”) (other than an Alternate) may appoint a person who is approved by the Board (without the vote of the Appointing Director) to act as an Alternate (“Alternate”) for a specified period or each time the Appointor appointing a Director is unable to attend a Board meeting or act as a Director. 

17.2 If the Appointing Director requests the Company to give the Alternate notice of the Board meetings, the Company must do so but only if it receives such a request.

17.3 An Alternate:-

(a) may attend and vote in place of the Appointing Director at a Board meeting at which the Appointing Director is not present;

(b) if also a Director, have a separate right to vote as Alternate;

(c) if the Alternate is the Alternate for more than one Appointing Director, the Alternate has a separate right to vote in place of each Appointing Director;

(d) when acting as Alternate, an officer of the Company is entitled to exercise all the powers and rights of the Appointing Director as a Director; and

(e) entitled to the payments as set out in Clause 4.

17.4 The Appointing Director may at any time revoke the appointment of a person as Alternate whether or not that appointment is for a specified period. Any appointment of an Alternate immediately ceases if:

(a) the Appointing Director ceases to be a Director; or

(b) an event occurs which would cause the Alternate to cease to be a
Director pursuant to Clause 19 if the Alternate were a Director.

17.5 The Appointing Director must appoint and revoke the appointment of any Alternate in writing. Any appointment or revocation is not effective until a copy of the relevant document is provided to the company. 

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18. Proceedings of Directors - Validity of Acts of Directors

18.1 All acts of the Board, a Board committee, a person acting as a Director, or a person acting as a member of a committee are valid notwithstanding that it is afterwards discovered that there was some defect in the appointment, election or qualification of them or any of them or that they or any of them were disqualified or had vacated office.

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19. Proceedings of Directors - Directors' Interests

19.1 Every Director who has a direct or indirect interest in a matter that is to be considered at a Directors' meeting:

(a) must not vote on the matter or be present while the matter is being considered at the Directors' meeting; and

(b) will not be counted in a quorum in relation to that matter, if to do so would be contrary to the corporations law.

19.2 Each Director must disclose to the company any direct or indirect interest in a matter before the Directors and, in the case of a contract, provide the Company with the names of the parties to the contract, particulars of the contract and the Director's interest in the contract. Failure by a Director to disclose under this clause will not render void or voidable a contract in which the Director has an interest. 

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20. Proceedings of Directors- Minutes and Registers

20.1 The Directors must cause minutes to be made of:

(a) the names of all present at all Directors' meetings and meetings of Directors' committees;

(b) all proceedings of Directors' and Directors' committees meetings;

(c) all nominations of Directors;

(d) all orders made by the Directors and Directors' committees; and

(e) all disclosures of interests made pursuant to clause 28.

20.2 Draft minutes are to be provided to all Directors present at the meeting within 7 (seven) days of the meeting, who then have 7 (seven) days to provide the Secretary with any corrections. The Secretary then presents the minutes to the chairperson for formal approval. 

20.3 Minutes must be signed by the chairperson of the meeting.

20.4 Approved minutes are then distributed to all Board members. The Director who is designated Liaison to the Member will make a report of the meeting to the Member, which may include a copy of the minutes if so approved by the Directors. 

20.5 The Company must keep all registers required by this Constitution and the Corporations Law. 

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21. Secretary

21.1 There must be at least one (1) secretary of the Company appointed by the Directors for a term with remuneration and conditions determined by the Directors.

21.2 The Directors may, subject to the terms of the Secretary's employment contract, suspend, remove or dismiss the Secretary.

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22. Inspection of Records

22.1 Subject to the Corporations Law, this Constitution, and any resolution of CAMBIA in general meeting, the Directors may determine whether and to what extent, at what times and places, and under what conditions the financial records and other documents of CAMBIA will be open to inspection by the Member other than Directors and other persons.

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23. Audit and Accounts

23.1 The Directors must cause the Company to keep written financial records in relation to the business of the company in accordance with the requirements of the Corporations Law.

23.2 The Directors must cause the financial records of the Company to be audited in accordance with the requirements of the Corporations law. 

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24. Winding up

24.1 If the Company is wound up, the  Member must undertake to contribute to CAMBIA’s property for an amount that need not exceed $10 (10 dollars). 

24.2 If any surplus remains following the winding up of CAMBIA, the surplus may not be paid to or distributed to the Member of CAMBIA, but must be given or transferred to some other institution or institutions, which by its constitution:

(a) has objects similar to the objects of CAMBIA;

(b) prohibits the distribution of its income and property among its members; the institution or institutions to be determined by the Member of CAMBIA at or before the time of dissolution or, failing such a determination, by a judge who has or acquires jurisdiction in the matter.

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25. Indemnity and Insurance

25.1 CAMBIA may indemnify every Director and Officer of CAMBIA to the extent permitted by law.

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