Articles of Association

COMPANIES ACT 1961 COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL

ARTICLES OF ASSOCIATION OF THE BUDDHIST DISCUSSION CENTRE (UPWEY) LTD

Interpretation

  1. In these regulations:-“The Act” means the Companies Act 1961;
    “The Centre” means the Buddhist Discussion Centre (Upwey) Limited;
    “The said” means the common seal of the Centre;
    “Secretary” means any person appointed to perform the duties of a secretary of the Centre and includes an honorary Secretary;
    “State” means the State of Victoria; expressions referring to writing shall, unless the contrary intention appears, be construed as including references to printing, lithography, photography and other modes of representing or reproducing in a visible form; words or expressions contained in these regulations shall be interpreted in accordance with the provisions of the Acts Interpretation Act 1958 and of the Act as in force at the date at which these regulations become binding on the Company.
  2. The Centre is established for the purpose set out in the Memorandum of Association.

MEMBERSHIP

  1. The number of members with which the Centre proposes to be registered is 4 but the Committee may from time to time register an increase of members.
  2. The subscribers to the Memorandum of Association and such other persons as the Committee shall admit to membership in accordance with these regulations shall be members of the Centre.
  3. Every applicant for membership of the Centre (other than the subscribers to the Memorandum of Association) shall be proposed be one and seconded by another member of the Centre to both of whom the applicant shall be personally known. The application for membership shall be made in writing signed by the applicant and his proposer and seconder and shall be in such form as the Committee from time to time prescribes.
  4. At the next meeting of the Committee after the receipt of any application for membership, such application shall be considered by the Committee, who shall thereupon determine upon the admission or rejection of the applicant. In no case shall the Committee be required to give any reason for the rejection of an applicant.
  5. When an applicant has been accepted for membership the Secretary shall forthwith send to the applicant written notice of his acceptance and the request for payment of his entrance fee and first annual subscription. Upon payment of his entrance fee and first annual subscription the applicant shall become a member of the Centre, provided nevertheless that if such payment be not made within two (2) calendar months after the date of the notice, the Committee may in its discretion cancel the acceptance of the applicant for membership of the Centre.
  6. The entrance fee and annual subscription payable by members of the Centre shall be such as the Centre in General Meeting shall from time to time prescribe, provided that until the Centre shall otherwise resolve the entrance fee shall be ten dollars ($10.00) and provided further that the Centre shall not at any time prescribe an entrance fee which exceeds ten dollars ($10.00).
  7. All annual subscriptions shall become due and payable in advance on the 1st day of July, in every year.

CESSATION OF MEMBERSHIP

  1. If the subscription of a member shall remain unpaid for a period of two (2) calendar months after it becomes due then the member may after notice of the default shall have been sent to him by the Secretary or Honorary Treasurer be debarred by resolution of the Committee from all privileges of membership and the register of members shall be noted accordingly provided that the Committee may reinstate the member and restore his/her name to the Register on payment of all arrears if the Committee thinks fit to do so.
  2. A member may at any time by giving notice in writing to the Secretary resign his membership of the Centre but shall continue to be liable for any annual subscriptions and all arrears due and unpaid at the date of his/her resignation and for all other monies due by him to the Centre and in addition for any sum not exceeding twenty dollars ($20.00) for which he is liable as a member of the Centre under Clause 7 of the Memorandum of Association of the Centre.
  3. If any member shall wilfully refuse or neglect to comply with the provisions of the Memorandum or Articles of Association of the Centre or shall be guilty of any conduct which in the opinion of the Committee shall have power to expel the member from the Centre and the Register of members shall be noted accordingly provided that at least one (1) week before the meeting of the Committee at which a resolution for his/her expulsion is passed the member shall have had written notice of such meeting and of what is alleged against him/her and of the intended resolution for his expulsion and that he shall at such meeting and before the passing of such resolution have had an opportunity of giving orally or in writing any explanation or defence he may think fit and provided further that any such member may be notice in writing lodged with the Secretary at least twenty-four (24) hours before the time before holding the meeting at which the resolution for his expulsion is to be considered by the Committee elect to have the question of his expulsion dealt with by the Centre in general meeting and in that event an extraordinary general meeting of the Centre shall be called for the purpose and be held within sixty (60) days and if at the meeting a resolution for the expulsion of the member be passed by a majority of two-thirds of those present and voting (such vote to be taken by ballot) the member shall be expelled and the register of members shall be noted accordingly.
  4. 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 Centre and at such place as the Committee may determine.
  5. An annual general meeting of the Centre 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.
  6. Any member of the Committee may whenever he thinks fit convene an extraordinary general meeting, and extraordinary general meetings shall be convened on such requisition or in default may be convened by such requisitions as provided by the Act.
  7. Subject to the provisions of the Act relating to special resolutions and agreements for shorter notice, fourteen (14) days notice at least (exclusive of the day on which the notice is to e served or deemed to be served, and exclusive of the day for which notice is given) specifying the place and the day and the hour of meeting and in case of special business the general nature of that business shall be given to such persons as are entitled to receive such notices from the Centre.
  8. 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 all accounts, balance sheets, and the report of the Committee and Auditors the election of officers and other members of the Committee in the place of those retiring, and the appointment and fixing of the remuneration of the Auditors.

PROCEEDINGS AT GENERAL MEETINGS

  1. No business shall be transacted at any general meeting unless a quorum of members if present at the time when the meeting proceeds to business. Save as herein otherwise provided, seven (7) members present in person shall be a quorum. For the purpose of this article “member” includes a person attending as a proxy or as representing a corporation which is a member.
  2. 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 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 (2) shall be a quorum.
  3. The President shall preside as chairman at every general meeting of the Centre, or if there is no President, or if he is not present within fifteen (15) minutes after the time appointed for the holding of the meting or is unwilling to act, the Vice-President shall be chairman or if the Vice-President is not present or is unwilling to act then the members present shall elect one of their number to be chairman of the meeting.
  4. 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 (30) days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.
  5. 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:
    (a) By the Chairman; or
    (b) By at least three (3) 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 Centre shall be conclusive evidence of the fact without proof of the number proportion of the votes recovered in favour of or against the resolution. The demand for a poll may be withdrawn.
  6. 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 selection of a chairman or on a question of adjournment shall be forthwith.
  7. 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.
  8. 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 on a poll every member present in person or by proxy or by attorney or other duly aauthorisedrepresentative shall have one vote.
  9. A member who is of unsound mind or whose person or state is liable to be dealt with in any way under the law relating to mental health may vote, whether on a show of hands or on a poll, by his Committee or by his Trustee or by such other person as properly has the management of his estate, and any such committee, trustee or other person may vote by proxy or attorney.
  10. No member shall be entitled to vote at any general meeting if his annual subscription shall be more than one month in arrear at the date of the meeting.
  11. The instrument appointing a proxy shall be in writing (in the common or usual form) under the hand of the appointer of his attorney duly authorised in writing or, if the appointer 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 Centre. The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.
  12. Where it is required 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:This form to be used in favour of/against the resolution.Unless otherwise instructed, the proxy may vote as he thinks fit.
  13. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at the registered office of the Centre, or at such other place within the State as if specified for that purpose in the notice convening the meeting, not less than forth-eight (48) hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument pproposesto vote, or in the case of a poll, not less than twenty-four (24) hours before the time appointed for the taking of the poll, and in default the instrument of proxy shall not be treated as valid.
  14. 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 imitation in writing of such death, unsoundness of mind or revocation as aforesaid has bbeenreceived by the Centre at the registered office before the commencement of the meetings or adjourned meeting at which the instrument is used.

COMMITTEE AND OFFICERS

  1. The Officers of the Centre shall consist of a President a Vice-President, a Treasurer and a Secretary all of whom shall be members of the Centre.
  2. The following subscribers to the Memorandum of Association shall constitute the First Committee and the first officers shall be as set out below:
    President
    John David Hughes
    School Teacher
    33 Brooking Street,
    Upwey
    Vice-President
    Rita Jeffrey
    Artist
    1 The Highway,
    Upwey
    Treasurer
    Anil Somaia
    Accountant
    25 Kallay Street,
    Croydon
    Committee Members
    June Whittaker
    Married Woman
    Simmons Lane,
    Belgrave South
    Norma Joan Beattie
    Married Woman
    Cnr Banoon
    Haldane Road,
    Eltham
    Anthony Moulday
    Student
    c/- 33 Brooking Street,
    Upwey
    Colin Wray
    Municipal Planning Officer
    4 Balir Road,
    Belgrave
    Colin Wray
    Municipal Planning Officer
    4 Balir Road,
    Belgrave
    Leonard Miles Armitage
    Toy Shop Proprietor
    37 Monbulk Road,
    Belgrave
    Arthur John Mahoney
    Importer
    Lot 5 Mocksonass Road,
    Monbulk
    Directors
    John David Hughes
    School Teacher
    33 Brooking Street,
    Upwey
    Graham Ross Jeffrey
    Manager
    1 The Highway,
    Upwey
    Zarna Somaia
    Computer Programmer
    25 Kallay Street,
    Croydon
    Patricia Sjordin
    Married Woman
    Sandells Road,
    Upwey
    They shall retire at the first annual general meeting, but shall be eligible for re-election.
  3. Thereafter the Committee shall consist of the Officers and three (3) other members of the Centre elected as herein provided.
  4. At the first general meeting of the Centre and at the annual general meeting of the Centre in each year thereafter the Officers and other members of the Committee shall be elected from among the members and such officers and other members as the Committee shall hold office until the next annual general meeting when they shall retire but they shall be eligible for re-election.
  5. The election of officers and other members of the Committee shall take place in the following manner:(a) Any two members of the Centre shall be at liberty to nominate any other member to serve as an officer or other member of the Committee.(b) The nomination, which shall be in writing and signed by the member and his proposer and seconder shall be lodged with the Secretary at least fourteen (14) days before the annual general meeting at which the election is to take place.(c) A list of the Candidates’ names in alphabetical order, with the proposers’ and seconders’ names, shall be posted in a cconspicuousplace in the registered office of the Centre for at least seven (7) days immediately preceding the annual general meeting.(d) Balloting lists shall be prepared (if necessary) containing the names of the candidates only in alphabetical order, and each member present at the annual general meeting shall be entitled to vote for any member of such candidates not exceeding the number of vacancies.(e) In case there shall not be a ssufficientnumber of candidates nominated the Committee shall fill up the remaining vacancy or vacancies.
  6. The Centre may from time to time by ordinary resolution passed at a general meeting increase or reduce the number of officers or other members of the Committee.
  7. The Committee shall have power at any time, and from time to time, to appoint any person to the Committee, either to fill a casual vacancy or as an addition to the existing officers or other members of the Committee but so that the total number of officers or other members of the Committee shall not any time exceed the number fixed in accordance with these regulations. Any officer or other member of the Committee so appointed shall hold office only until the next following annual general meeting.
  8. The Centre may by ordinary resolution remove any officer or other member of the Committee before the expiration of his period of office, and may be an ordinary resolution appoint another period in his stead; the person so appointed shall hold office only until the next following annual general meeting.
  9. The office of a member of the Committee shall become vacant if the member :(a) ceases to be a member of the Committee by virtue of the Act;(b) becomes bankrupt or makes any arrangement or composition with his creditors generally;(c) 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;(d) resigns his office by notice in writing to the Association;(e) for more than six (6) months is absent without permission of the Committee from meetings of the Committee held during that period;(f) holds any office of profit under the Association;

    (g) ceases to be a member of the Centre; or

    (h) is directly or indirectly interested in any contract or proposed contract with the Centre. Provided always that nothing in this article shall affect the operation of Clause 3 of the Memorandum of Association of the Centre.

POWERS AND DUTIES OF THE CENTRE

  1. The business of the Centre shall be managed by the Committee who may pay all expenses incurred in promoting and registering the Centre and may exercise all such powers of Association as are not, by the Act or by these regulations, required to be exercised by the Association 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 Association in general meeting but no regulation made by the Centre in general meeting shall invalidate any prior act of the Committee which would have been valid if that regulation had not been made.
  2. The Committee may exercise all the powers of the Centre to borrow money and to mortgage or charge its property, or any part thereof, and to issue debentures and other securities whether outright or as security for any debt, liability, or obligation of the Centre.
  3. All cheques promissory notes, drafts, bills of exchange and other negotiable instruments and all receipts for money paid to the Centre shall be signed, drawn accepted endorsed or otherwise executed as the case may be, by any two (2) members of the Committee or in such other manner as the Committee may from time to time determine.
  4. The Committee shall cause minutes to be made:(a) of all appointments of officers and servants;(b) of names and members of the Committee present at all meetings of the Association and of the Committee; and(c) of all proceedings at all meetings of the Centre of the Committee.Such minutes shall be signed by the Chairman of the meeting at which the proceedings were held or by the Chairman of the next succeeding meeting.

PROCEEDINGS OF THE COMMITTEE

  1. The Committee may meet together for a despatch of Business, adjourn and otherwise regulate its meetings as it thinks fit. A member of the Committee may at any time and the Secretary shall on the requisition of a member of the Committee summon a meeting of the Committee.
  2. Subject to these regulations questions arising at any meeting of the Committee shall be decided by a majority of votes and a determination of the Committee. In case of an equality of votes the Chairman of the meeting shall have a second or casting vote.
  3. A member of the Committee shall not vote in respect of any Contract or proposed Contract with the Centre in which he is instructed, or any matter arising tthere-out and if does so vote shall not be counted.
  4. The quorum necessary for the transaction of the business of the Committee shall be three (3) or such greater number as may be fixed by the Committee.
  5. The continuing members of the Committee may act notwithstanding any vacancy in the 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 Committee, the continuing member or members of the Committee to that number or of summoning a general meeting of the Centre but for no other purposes.
  6. The President shall preside as Chairman at every meeting of the Committee, or if there is no President, or if at any meeting he is not present within ten (10) minutes after the appointed for holding the meeting, the Vice-President shall be Chairman or if the Vice-President is not present at the meeting then the members may choose one of their number to be Chairman of the meeting.
  7. The Committee may delegate any of its powers to sub-committee consisting of such member or members of the Committee as they think fit; any sub-committee so formed so formed shall in the exercise of the powers so delegated conform to any regulations that may be imposed on it by the Committee.
  8. 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 the case of an equality of votes the Chairman shall have a second or casting vote.
  9. A sub-committee may elect a Chairman of its meetings; if no such Chairman is elected, or if at any meetings the Chairman is not present within ten (10) minutes after the time appointed for holding the meeting, the members present may choose one of their number to be Chairman of the meeting.
  10. All acts done by any meeting of the Committee or of a sub-committee or by any person acting as a member of the committee shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any such member of the Committee or person acting as aforesaid, or that the members of the Committee or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a member of the Committee.
  11. A resolution in writing signed by all members of the Committee present in Australia for the time being shall be as valid and effectual as if it had been passed at a meeting of the Committee duly convened and held. Any such resolution may consist of several documents in like form, each signed by one or more members of the Committee.

SECRETARY

  1. The Secretary shall in accordance with the Act be appointed by the Committee for such term, and upon such conditions as it thinks fit; and any secretary so appointed may be removed by it. Nothing herein shall prevent the Committee from appointing a member of the Centre as Honorary Secretary and any member so appointed shall forthwith became an officer of the Centre and, if not already a member of the Committee, ex-officio a member of the Committee and he shall be subject to the provisions of Clause 3 of the Memorandum of Association.

SEAL

  1. The Committee shall provide for the safe custody of the seal, which shall only be used by the authority of the Committee or of a sub-committee of members of the Committee authorised by the Committee in that behalf, and every instrument to which the seal is affixed shall be signed by a member of the Committee and shall be ccounter-signedby the Secretary or by a second member of the Committee or by some other person appointed by the Committee for the purpose.

ACCOUNTS

  1. The 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 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 two (2) months before the date of the meeting.
  2. The Committee shall from time to time determine in accordance with Clause 9 of the Memorandum of Association at what times and places and under what conditions or regulations the accounting and other records of the Centre shall be open to the inspection of members not being members of the Committee.

AUDIT

  1. A properly qualified Auditor or Auditors shall be appointed and duties regulated in accordance with the Act.

NOTICES

  1. A notice may be given by the Centre 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 the State) to the address, if any, within the State supplied by him to the Centre 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, ppre-payingand posting a letter containing the notice, and to have been affected 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.
  2. (a) Notice of every general meeting shall be given in any manner hereinbefore authorised to:(i) every member except those members who (having no registered address within the State) have not supplied to the Association an address within the State for the giving of notices to them; and(ii) the Auditor or Auditors for the time being of the Association.(b) No other person shall be entitled to receive notices of general meetings.

WINDING UP

  1. The provisions of Clause 8 of the Memorandum of Association relating to the winding-up or dissolution of the Centre shall have effect and be observed as if the same were repeated in these regulations.

INDEMNITY

  1. Every member of the Committee, Auditor, Secretary and other Officer for the time being of the Centre shall be iindemnifiedout of the assets of the Centre against any liability arising out of the execution of his duties which is incurred by him in defending any proceedings whether civil or criminal, in which jjudgmentis given in his favour or in which he is acquitted or in connection with any application under the Act in which relief is granted to him by the Court in respect of any negligence default breach of duty of trust.
  2. For the purpose of Clause 3 of the Memorandum of Association the rate of interest shall not exceed the lowest rate for the time being payable by the State Savings Bank of Victoria in respect of term deposits.

We, the several persons whose names and addresses are subscribed and being the subscribers to the Memorandum of Association
hereby agree to the foregoing Articles of Association.

DATED this     day of        , 1979

JOHN DAVID HUGHES
33 Brooking Street,
Upwey
School Teacher
Signature
RITA JEFFREY
1 The Highway,
Upwey
Artist
Signature
ANIL SOMAIA
25 Kallay Street,
Croydon
Accountant
Signature
ZARNA SOMAIA
25 Kallay Street,
Croydon
Computer Programmer
Signature
JUNE WHITTAKER
Simmons Lane,
Belgrave South
Married Woman
Signature
NORMA JEAN BEATTIE
Cnr. Banoon & HaldeneRoad,
Eltham
Married Woman
Signature
ANTHONY MOULDAY
c/- 33 Brooking Street,
Upwey
Student
Signature
COLIN WRAY
Municipal Planning Officer
4 Balir Road,
Belgrave
Signature
LEONARD MILES ARMITAGE
37 MonbulkRoad,
Belgrave
Toy Shop Proprietor
Signature
ARTHUR JOHN MAHONEY
Lot 5 MocksonassRoad,
Monbulk
Importer
Signature
GRAHAM ROSS JEFFREY
1 The Highway,
Upwey
Manager
Signature
PATRICIA SJORDIN
Sandella Road,
Upwey
Married Woman
Signature

Witness to the above signatures: