Constitution
Constitution
Meher House Pty Ltd
A.C.N 608 788 772
A proprietary company limited by shares
Contents:
Schedule 1
1. Dictionary
1.1 Defined terms
1.2 Interpretation
2. Share Capital
2.1 Initial Shareholders
2.2 Certificates
2.3 Equitable interests in shares
2.4 Special Purpose Company
2.5 Shareholder's Directorships
3. Transfer and transmission of shares
3.1 No transfer or transmission of shares
3A . No Distributions by the Company to Members
4. General Meetings
4.1 Convening of general meeting
4.2 Notice of general meetings
4.3 Quorum at general meetings
4.4 Chair of general meetings
4.5 Conduct of general meetings
4.6 Decisions at general meetings
4.7 Voting rights
4.8 Representation at general meetings
4.9 Resolutions without meetings
5. Directors
5.1 Appointment and removal of directors
5.2 Vacation of office
5.3 Remuneration of directors
5.5 Interested directors
5.6 Powers and duties of directors
5.7 Proceedings of directors
5.8 Convening of meetings of directors
5.9 Notice of meetings of directors
5.10 Quorum at meetings of directors
5.11 Chair and deputy chair of directors
5.12 Decisions of directors
5.13 Written resolutions
5.14 Committees of directors
6. Indemnity and insurance
6.1 Persons to whom rules 6.2 and 6.4 apply
6.2 Indemnity
6.3 Extent of Indemnity
6.4 Insurance
6.5 Savings
7. Notices
7.1 Notices by the company to members
7.2 Notices by the company to directors
7.3 Notices by members or directors to the company
7.4 Notices to members outside Australia
7.5 Time of service
7.6 Other communications and documents
7.7 Notices in writing
8. General
8.1 Currency
8.2 Submission to jurisdiction
8.3 Prohibition and enforceability
Schedule 1
1. Dictionary
1.1 Defined terms
The Dictionary in Schedule 1:
(a) defines some of the terms used in this constitution;
(b) sets out the rules of interpretation which apply to this constitution: and
(c) clarifies the effect of the Corporations Act on this constitution.
1.2 Interpretation
The interpretation clause in Schedule 1 sets out rules of interpretation for this constitution.
2. Share Capital
2.1 Initial Shareholders
The company must have at least 4 shareholders. A shareholder must be a natural person.
The following persons shall be the initial shareholders of the company who shall each hold three (3) shares:
William Ian Le Page
John Phillip Borthwick
Wendy Margaret Borthwick
2.2 Certificates
Each member is entitled without payment to receive a certificate for shares issued as required under the Corporations Act.
2.3 Equitable interests in shares
The company may treat the registered holder of a share as the absolute owner of that share.
The company is not bound by or compelled in any way to recognize an equitable, contingent, future, partial or other right or interest in a share, even if the company has notice of that right or interest.
2.4 Special Purpose Company
The company is formed for the purposes of promoting religion and charity within the community namely to be the trustee of a non-sectarian and non-profit religious trust devoted and dedicated to the name and spiritual purposes of Avatar Meher Baba and the dissemination of his teachings, without supplanting professed religious convictions or beliefs but for the enhancement and strengthening of spiritual life and the company must apply its profits (if any) or other income in promoting such purpose and it is prohibited to distribute its income or property to its members.
2.5 Shareholder's Directorships
(a) Upon a person being appointed a director of the company, the company must issue three [3] shares to that person and enter that person’s name as a shareholder in the company’s share register.
(b) In the event that any member resigns his or her directorship or otherwise ceases to be a director of the company (including by reason of the death of the member), all shares held by that member are automatically cancelled.
3. Transfer and transmission of shares
3.1 No transfer or transmission of shares
(a) A member may not transfer any of his or her shares. The company must decline to register any purported transfer of any shares.
(b) In the case of a death of a member, all shares held by that member are automatically cancelled under rule 2.5(b). The company must not recognise the legal personal representative of the deceased member as having any title to or interest in shares previously held by the deceased member.
3A. No Distributions by the Company to Members
3A.1 No dividends
In accordance with rule 2.4, the company must not pay dividends to members.
3A.2 No other distributions to members
In accordance with rule 2.4, the company must not make distributions of capital or other distributions (whether of money or other property) to members.
3A.3 On winding up of company
(a) On a winding up of the company, the directors must determine an Eligible Charity to which to distribute the assets of the company to.
(b) If the directors of the company fail to make a determination under clause 3A.3(a) with 21 days of the winding up of the company, the liquidator must make an application to the Supreme Court in the jurisdiction of the company is taken to be registered to make that determination.
4. General Meetings
4.1 Convening of general meeting
(a) A general meeting may be convened by:
(i) the directors by resolution of the board; or
(ii) members or the court in accordance with sections 249E, 249F and 2496 of the Corporations Act.
(b) A general meeting must be convened by the directors in accordance with section 249D of the Corporations Act.
4.2 Notice of general meetings
(a) Notice of a general meeting must be given within the time limits prescribed by the Corporations Act to each member at the date of the notice.
(b) A notice of a general meeting must specify the date, time and place of the meeting (and if the meeting is to be held in 2 or more places, the technology that will be used to facilitate this) and state the general nature of the business to be transacted at the meeting and any other matters required under the Corporations Act. A person who is entitled to receive notice of a meeting is also entitled to attend and speak at that meeting.
(c) A person's attendance at a general meeting:
(i) waives any objection that person may have to a failure to give notice, or the giving of a defective notice, of the meeting unless the person at the beginning of the meeting objects to the holding of the meeting; and
(ii) waives any objection that person may have to the consideration of a particular matter at the meeting which is not within the business referred to in the notice of the meeting, unless the person objects to considering the matter when it is presented.
4.3 Quorum at general meetings
(a) No business may be transacted at any general meeting, except the election of a chair and the adjournment of the meeting, unless a quorum of members is present when the meeting proceeds to business and remains present throughout the meeting.
(b) A quorum consists of not less than four (4) members present at the meeting.
(c) If a quorum is not present within 30 minutes after the time appointed for a general meeting:
(i) where the meeting was convened by, or at the request of, a member or members, the meeting must be dissolved; or
(ii) in any other case:
(A) the meeting stands adjourned to the day, time and place, as the directors determine or, if no determination is made by the directors, to the same day in the next week at the same time and place; and
(B) if, at the adjourned meeting, a quorum is not present within 30 minutes after the time appointed for the meeting, the meeting must be dissolved.
4.4 Chair of general meetings
(a) The chair of directors must preside as chair at each general meeting if present within 15 minutes after the time appointed for the meeting and willing to act.
(b) The directors present at a general meeting may elect a person present to chair the meeting if:
(i) there is no chair of directors;
(ii) the chair of directors is not present within 15 minutes after the time appointed for the meeting; or
(iii) the chair of directors is present within that time but is not willing to act as chair o the meeting.
4.5 Conduct of general meetings
(a) Any question arising at a general meeting relating to the order of business, procedure or conduct of the meeting must be referred to the chair of the meeting, whose decision is final.
4.6 Decisions at general meetings
(a)
(i) Except in the case of any resolution which as a matter of law requires a special resolution and subject to paragraph (ii) of this rule 4.6(a), questions arising at a general meeting are to be decided by a majority of the votes cast by the members present at the meeting and that decision is for all purposes a decision of the members.
(ii) In the case of a resolution for the appointment of a director of the company, the resolution must be approved by at least two-thirds of the members of the company. In determining a resolution for the appointment of a director, a person present at the general meeting representing personally or by proxy or attorney more than one member is entitled to one vote for each such member the person represents, in addition to any vote to which the person may be personally entitled as a member.
(b) Subject to the Corporations Act, in the case of an equality of votes upon any proposed resolution at a meeting of members, unless the members present resolve that the chair ought to have a second or casting vote in addition to any vote the chair may have in his or her capacity as a member:
(i) the chair of the meeting does not have a second or casting vote; and
(ii) the proposed resolution is taken as having been lost.
This rule is subject to rule 4.6(a)(ii).
(c)
(i) Not used.
(d) A demand for a poll does ‘not prevent the continuance of a general meeting for the transaction of any business other than the question on which the poll has been demanded.
(e) Unless a poll is duly demanded, a declaration by the chair of a general meeting that a resolution has on a show of hands been carried or carried unanimously, or carried by a particular majority, or lost, and an entry to that effect in the book containing the minutes of the proceedings of the company, is conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.
(f) If a poll is duly demanded at a general meeting, it will be taken when and in the manner the chair of the meeting directs, and the result of the poll will be the resolution of the meeting at which the poll was demanded.
(g) A poll cannot be demanded at a general meeting on the election of a chair of the meeting.
(h) The demand for a poll may be withdrawn.
4.7 Voting rights
(a) Subject to this constitution and to any rights or restrictions attached to any shares, at a general meeting:
(i) On a show of hands, every member present has one vote; and
(ii) on a poll, every member present has one vote for each fully paid share held by the member and in respect of which the member is entitled to vote.
(b) Where a person present at a general meeting represents personally or by proxy or attorney more than one member the following rules apply to a vote taken on a show of hands:
(i) the person is entitled to one vote only despite the number of members the person represents; and
(ii) the person‘s vote will be taken as having been cast for all the members the person represents.
(c) Not used.
4.8 Representation at general meetings
(a) Subject to this constitution, each member entitled to vote at a meeting of members may vote:
(i) in person, or
(ii) by proxy or, if the member is entitled to cast two or more votes at the meeting, by not more than two proxies.
(b) A proxy or attorney may be appointed for all general meetings, or for any number of general meetings, or for a particular general meeting.
(c) Unless otherwise provided in the Corporations Act or in the appointment, an appointment of a proxy or attorney is taken to confer authority:
(i) to agree to a meeting being convened by shorter notice than is required by the Corporations Act or by this constitution:
(ii) to speak to any proposed resolution on which the proxy or attorney may vote;
(iii) to demand or join in demanding a poll on any resolution on which the proxy or attorney may vote;
(iv) even though the appointment may refer to specific resolutions and may direct the proxy, attorney how to vote on those resolutions:
(A) to vote on any amendment moved to the proposed resolutions and on any motion that the proposed resolutions not be put or any similar motion;
(B) to vote on any procedural motion, including any motion to elect the chair, to vacate the chair or to adjourn the meeting; and
(C) to act generally at the meeting; and
(v) even though the appointment may refer to a specific meeting to be held at a specified time or venue, where the meeting is rescheduled or adjourned to another time or changed to another venue. to attend and vote at the re-scheduled or adjourned meeting or at the new venue.
(d) The chair of a meeting may require any person purporting to act as a proxy or attorney to establish to the satisfaction of the chair that the person has been validly appointed as a proxy or attorney and is the person named in the relevant instrument of appointment, failing which the person may be excluded from attending or voting at the meeting.
(e) An instrument appointing an attorney must be in a form as the directors may prescribe or accept. An instrument appointing a proxy is valid if it is signed by the member making the appointment and contains the name and address of that member, the name of the company, the name of the proxy or the name of the office of the proxy, and the meetings of members at which the proxy may be used. The chair of a meeting of members may determine that an instrument appointing a proxy is valid even if it contains only some of this information.
(f) An instrument appointing a proxy or attorney may direct the manner in which the proxy or attorney is to vote in respect of a particular resolution and, where an instrument so provides, the proxy or attorney is not entitled to vote on the proposed resolution except as directed in the instrument.
(g) A proxy or attorney may not vote at a general meeting or adjourned meeting unless the instrument appointing the proxy or attorney, and the original or a certified copy of the power of attorney or other authority (if any) under which the instrument is signed, are received:
(i) at the registered office of the company, at the facsimile number at its registered office or at another place, facsimile number or electronic address specified for that purpose in the notice convening the meeting; and
(ii) at least 48 hours before the time scheduled for the commencement of the meeting, as specified in the notice of meeting.
4.9 Resolutions without meetings
(a) Subject to rule 4.9(b), the company may pass a resolution without a general meeting being held, if all of the members entitled to vote on the resolution sign a document containing a statement that they are in favour of the resolution set out in the document.
(b) For the purposes of rule 4.9(a):
(i) the resolution is passed when the last member signs;
(ii) separate copies of a document may be used for signing by members if the wording of the resolution and statement is identical in each copy.
(c) A signature of a member transmitted to the company by facsimile is sufficient evidence of signature so long as the original is produced within 30 days of signing. Where a document is signed in accordance with rule 4.9(a) the document is to be taken as a minute of the passing of the resolution.
5. Directors
5.1 Appointment and removal of directors
(a) There must be at least five (5) directors.
(b) All shareholders shall be directors.
(c) In the event that any director shall dispose of any of his or her share in the company then he or she shall be deemed to have resigned as a director.
(d) The company in general meeting may, in accordance with rule 4.6(a)(ii):
(i) Appoint new directors, either to fill a casual vacancy or as an additional director;
(ii) Alter the minimum number of directors provided that the minimum is not less than 5;
(iii) Fix the maximum number of directors;
(iv) Alter the maximum number of directors.
5.2 Vacation of office
(a) In addition to the circumstances prescribed by the Corporations Act, unless the directors otherwise resolve to confirm the director's appointment, the office of a director becomes vacant if the director:
(i) ceases to be a shareholder;
(ii) becomes of unsound mind;
(iii) becomes bankrupt;
(iv) is convicted of an indictable offence; or .
(v) fails to attend more than three consecutive meetings of the directors without leave of absence from the directors.
(b) Nothing in rule 5.2(a) prevents a director from vacating his or her office if the director resigns by notice in writing to the company or disposes of his or her shares in the company.
(c) Not used.
5.3 Remuneration of directors
(a) While the directors are entitled to be paid all travelling and other expenses properly incurred by them in connection with the affairs of the company, including attending and returning from general meetings of the company or meetings of the directors or of committees of the directors no distributions of profits or property of the company may be distributed to the directors.
(b) Nothing in rule 5.3(a) restricts the remuneration to which a director may be entitled as an officer of the company in a capacity other than director.
5.5 Interested directors
(a) A director may hold any other office for the provision of services to the company, other than auditor, in conjunction with his or her directorship. A director may be appointed to that office on the terms as to remuneration, tenure of office and otherwise as the directors think fit.
(b) The directors may exercise the voting rights conferred by shares in any body corporate held or owned by the company as the directors think fit. This includes voting in favour of any resolution appointing a director as a director or other officer of that body corporate, or voting for the payment of remuneration to the directors or other officers of that body corporate.
(c) No contract made by a director with the company and no contract or arrangement entered into by or on behalf of the company in which any director may be in any way interested is avoided or rendered voidable merely because the director holds office as a director or because of the fiduciary obligations arising out of that office.
(d) The directors may make regulations requiring the disclosure of interests that a director, and any person deemed by the directors to be related to or associated with the director, may have in any matter concerning the company. Any regulations made under this rule bind all directors and apply in addition to any obligations imposed on the directors by the Corporations Act to disclose interests to the company.
5.6 Powers and duties of directors
(a) The directors are responsible for managing the business of the company and may exercise to the exclusion of the company in general meeting all the powers of the company which are not required by the Corporations Act or this constitution, to be exercised by the company in general meeting.
(b) The directors may determine how cheques, promissory notes, bankers drafts, bills of exchange or other negotiable instruments or other documents must be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, by or on behalf of the company.
(c) The directors may:
(i) appoint or employ any person to be an officer, agent or attorney of the company for the purposes, for the period and on the conditions as they think fit;
(ii) resolve to delegate any of their powers to an officer, agent or attorney and the officer, agent or attorney must exercise the powers delegated in accordance with any directions of the directors; and
(iii) authorise an officer, agent or attorney to delegate all or any of the powers, discretions and duties vested in the officer, agent or attorney.
5.7 Proceedings of directors
(a) Subject to this constitution, the directors may hold meetings for the conduct of business and adjourn and otherwise regulate their meetings as they think fit.
(b) Subject to the Corporations Act, the contemporaneous linking together by a form of technology of a number of the directors sufficient to constitute a quorum, constitutes a meeting of the directors and all the provisions in this constitution relating to meetings of the directors apply, so far as they can and with such changes as are necessary, to meetings of the directors held using a form of technology.
5.8 Convening of meetings of directors
(a) A director may, whenever the director thinks fit, convene a meeting of the directors.
(b) A secretary must, on the requisition of a director, convene a meeting of the directors.
5.9 Notice of meetings of directors
(a) Notice of a meeting of directors must be given to each person who is at the time of giving the notice a director, other than a director on leave of absence approved by the directors.
(b) A notice of a meeting of directors:
(i) must specify the time and place of, or form of technology for, the meeting;
(ii) must state the nature of the business to be transacted at the meeting; and
(iii) may be given in person or by post, or, subject to the Corporations Act, by a form of technology.
(ba) If the nature of the business to be transacted at a meeting of directors is or relates to a Special Matter, notice of the meeting must be given at least [5] business days before the date of the meeting.
(c) A director may waive notice of a meeting of directors by notifying the company to that effect in person or by post, or by a form of technology.
(d) The non-receipt of notice of a meeting of directors by, or a failure to give notice of a meeting of directors to, a director does not invalidate any act, matter or thing done or resolution passed at the meeting if the non-receipt or failure occurred by accident or error.
5.10 Quorum at meetings of directors
(a) No business may be transacted at a meeting of directors unless there is a quorum of directors at the time the business is dealt with.
(b) A quorum consists of not less than four directors.
5.11 Chair and deputy chair of directors
(a) The directors may elect one of the directors to the office of chair of directors and may determine the period for which that director is to be chair of directors.
(b) If at a meeting of directors:
(i) there is no chair of directors;
(ii) the chair of directors is not present within 10 minutes after the time appointed for the holding of the meeting; or
(iii) the chair of directors is present within that time but is not willing to act as chair of the meeting or of part of the meeting, then may elect an alternate chair for that meeting.
5.12 Decisions of directors
(a) A meeting of directors at which a quorum is present is competent to exercise all or any of the authorities, powers and discretions vested in or exercisable by the directors under this constitution.
(b)
(i) Subject to paragraph (ii) of this rule 5.12(b), questions arising at a meeting of directors are to be decided by a majority of votes cast by the directors present and a decision of that kind is for all purposes a determination of the directors.
(ii) In the case of a question arising at a meeting of the directors which is or relates to a Special Matter, the resolution must be approved by at least two-thirds of all directors of the company.
(c) In case of an equality of votes upon any proposed resolution at a meeting of directors, unless the directors present resolve that the chair ought to have a second or casting vote in addition to any vote the chair may have in his or her capacity as a director:
(i) the chair of the meeting does not have a second or casting vote; and
(ii) the proposed resolution is to be taken as having been lost.
(d) In case a deadlock on a resolution in relation to a Special Matter cannot be resolved pursuant to 5.12(b)(ii), the Company may in that circumstance apply to the Supreme Court of New South Wales to resolve the deadlock.
5.13 Written resolutions
(a) The directors may pass a resolution without a director’s meeting being held if all the directors entitled to vote on the resolution assent to a document containing a statement that they are in favour of the resolution set out in the document.
(b) The resolution is passed when the last director assents.
(c) A director may signify assent to a document by signing the document or by notifying the company of the director's assent in person or by post. facsimile, electronic. telephone or other method of written, audio or audio visual communication.
5.14 Committees of directors
(a) The directors may resolve to delegate any of their powers to a committee or committees consisting of such number of directors as they think fit.
(b) A committee to which any powers have been so delegated must exercise the powers delegated strictly in accordance with any directions of the directors.
(c) The provisions of this constitution applying to meetings and resolutions of directors apply, so far as they can and with any necessary changes, to meetings and resolutions of a committee of directors.
(d) The directors must not delegate their powers of decision and management in relation to a matter which is or relates to a Special Matter.
6. Indemnity and insurance
6.1 Persons to whom rules 6.2 and 6.4 apply
Rules 6.2 and 6.4 apply:
(a) to each person who is or has been a director or executive officer of the company;
(b) to such other officers or former officers of the company as the directors in each case determine; and
(c) if the directors so determine, to any auditor or former auditor of the company.
6.2 Indemnity
The company may indemnify to the extent permitted by law, each person to whom this rule 6.2 applies for all losses or liabilities incurred by the person as an officer and, if the directors so determine. an auditor of the company or of a related body corporate including, but not limited to, a liability for negligence or for legal costs on a full indemnity basis.
6.3 Extent of Indemnity
The indemnity in rule 6.2:
(a) is a continuing obligation and is enforceable by a person to whom rule 6.2 applies even though that person may have ceased to be an officer or auditor of the company or of a related body corporate;
(b) applies to losses and liabilities incurred both before and after the date of adoption of that rule; and
(c) operates only to the extent that the loss or liability is not paid by insurance.
6.4 Insurance
The company may, to the extent permitted by law:
(a) purchase and maintain insurance; or
(b) pay or agree to pay a premium for insurance, _ for any person to whom this rule 6.4 applies against any liability incurred by the person as an officer or auditor of the company or of a related body corporate including, but not limited to, a liability for negligence or for legal costs.
6.5 Savings
Nothing in rule 6.2 or 6.4:
(a) affects any other right or remedy that a person to whom those rules apply may have in respect of any loss or liability referred to in those rules; or
(b) limits the capacity of the company to indemnify or provide insurance for any person to whom those rules do not apply.
7. Notices
7.1 Notices by the company to members
(a) A notice must be given by the company to a member by email and in addition may also be given:
(i) by serving it personally at, or by sending it by post in a prepaid envelope to, the members address as shown in the register of members or any other address, or by facsimile or electronic mail to such facsimile number or electronic address, as the member has supplied to the company for the giving of notices; or
(ii) if the member does not have a registered address and has not supplied another address to the company for the giving of notices, by exhibiting it at the registered office of the company.
(b) Not used.
(c) Not used.
(d) The fact that a person has supplied a facsimile number or electronic address for the giving of notices does not require the company to give any notice to that person by facsimile or electronic mail.
(e) Not used.
(f) Not used.
(g) Not used.
(h) A certificate signed by a director or secretary of the company to the effect that a notice.
7.2 Notices by the company to directors
A notice may be given by the company to any auditor, director or alternate director either by serving it personally at, or by sending it by post in a prepaid envelope to, the auditors, director's or alternate director's usual residential or business address, or such other address, or by facsimile or electronic mail to such facsimile number or electronic address, as the auditor, director or alternate director has supplied to the company for the giving of notices.
7.3 Notices by members or directors to the company
(a) Subject to this constitution, a notice may be given by a member, director or alternate director to the company by serving it on the company at, or by sending it by post in a prepaid envelope to, the registered office of the company or by facsimile or electronic mail to the principal facsimile number or electronic address at the registered office of the company.
(b) The directors may resolve generally, or on a case by case basis, that a notice that is to be received by the company is not to be accepted if given by electronic means (excluding by facsimile),
(c) If a resolution of directors is passed under paragraph (b), the company must give sufficient notice of that resolution to those required to give the particular notice to allow for the giving of notice by other means.
7.4 Notices to members outside Australia
A notice to be sent to a member outside Australia and its external territories must be sent by airmail, by facsimile or by electronic mail, or in another way that ensures it will be received quickly.
7.5 Time of service
(a) Where a notice is sent by post, service of the notice is to be taken to be effected if a prepaid envelope containing the notice is properly addressed and placed in the post and to have been effected:
(i) in the case of a notice of a general meeting, on the day after the date of its posting; or
(ii) in any other case, at the time at which the letter would be delivered in the ordinary course of post.
(b) Where a notice is sent by facsimile, the notice is to be taken to be given on the Business Day after it is sent.
(c) Where a notice is sent by electronic mail, service of the notice is taken to be effected if the sender receives a confirmation of delivery and is to have been effected on the Business Day after it is sent. Where the company gives a notice under rule 7.1(a)(ii) by exhibiting it at the registered office of the company, service of the notice is to be taken to be effected when the notice was first so exhibited.
7.6 Other communications and documents
Rules 7,1 to 7.5 (inclusive) apply, so far as they can and with necessary changes, to the service of any communication or document.
7.7 Notices in writing
A reference in this constitution to a notice in writing includes a notice given by facsimile, electronic mail or another form of written communication.
8. General
8.1 Currency
An amount payable to the holder of a share, whether by way of or on account of dividend, return of capital, participation in the property of the company on a winding up or otherwise, may be paid, with the agreement of the holder or pursuant to the terms of issue of the share, in the currency of a country other than Australia and the directors may fix a date up to 30days before the payment date as the date on which any applicable exchange rate will be determined for that purpose.
8.2 Submission to jurisdiction
Each member submits to the non-exclusive jurisdiction of the Supreme Court of the State or Territory in which the registered office of the company is located, the Federal Court of Australia and the Courts which may hear appeals from those Courts.
8.3 Prohibition and enforceability
Any provision of, or the application of any provision of, this constitution which is void, illegal, prohibited or unenforceable in any place:
(a) is, in that place, ineffective only to the extent to which it is void, illegal, prohibited or unenforceable; and
(b) does not affect the validity, legality or enforceability of that provision in any other place or of the remaining provisions in that or any other place.
Schedule 1
1. Dictionary
In this constitution:
Business Day means a day on which banks are open for business excluding Saturdays, Sundays and public holidays in the place where the company's registered office is located.
Corporations Act means Corporations Act 2001 (Cth).
Eligible Charity means a fund, authority or institution:
(a) which is charitable at law; and
(b) gifts to which are deductible under item 1 of the table in section 30-15 of the Income Tax Assessment Act 1997 or under any other provision of the Income Tax Assessment Act 1997 as amended, supplemented or replaced from time to time.
and which:
(c) requires it to pursue only objects similar to those in 2.4 and to apply its income in promoting those objects;
(d) prohibits it from making distributions to its members to at least the same extent as in clause 3A; and
(e) if a company, prohibits it from paying fees to its directors and requires its directors to approve all other payments the company makes to its directors, to whom the liquidator must give or transfer any surplus on winding up.
Meher House means the Sydney property located at 12 Kalianna Crescent, Beach Hill New South Wales 2100 being the property contained in identifier 3/526750.
Seal means any common seal, duplicate seal. share seal or certificate seal of the company.
Special Matter means:
(i) Repairs, renovations or improvements to Meher House or any other real property held under the Trust, and the application of funds to meet such repairs, renovations or improvements, where the relevant expenditure is expected to be $25,000 or more.
(ii) The grant of a right to occupy Meher House, or any part of Meher House.
(iii) The grant of a lease or licence to occupy any other real property held under the Trust, other than a lease or licence on arm’s length commercial terms.
(iv) The making of an investment, or a change in investments, as trustee of the Trust where the value of the investment is $25,000 or more.
(v) The acquisition of any property as trustee of the Trust where the value of the property is $25,000 or more.
(vi) The sale or other dealing in any property held as trustee of the Trust where the value of the property is $25,000 or more. Noting that Meher House is not be sold.
(vii) The commencement of any business activity to be carried on as trustee of the Trust other than the holding of Meher House, the maintenance of a reserve fund and/or emergency fund to support the maintenance of Meher House, and the holding of investments for the purpose of supporting the maintenance of Meher House and the other activities set out in clause 4.3 of the Trust Deed.
(viii) Any variation, alteration, revocation or addition to the Trust Deed or any provision in the Trust Deed.
(ix) Any proposal to merge the Trust with the Avatar’s Abode Trust or any other trust.
(x) Any proposal to terminate the Trust. Note this requires unanimous resolution of directors under clause 4.5 of the Trust Deed.
(xi) The resignation of the company as trustee of the Trust.
Trust means the trust known as the Avatar Meher Baba Trust Australia established under the Trust Deed.
Trust Deed means the deed entitled “Trust Deed Avatar Meher Baba Trust Australia” made on 16 October 2015 between William Ian Le Page and the company.
2. Interpretation
2.1. General
(a) A member is to be taken to be present at a general meeting if the member is present in person or by proxy, attorney or Representative.
(b) A director is to be taken to be present at a meeting of directors if the director is present in person or by alternate director if permitted.
(c) Where a provision of this constitution establishes an office of chair, the chair may be referred to as a chairman or chairwoman, as the case requires.
(d) A reference in a rule in general terms to a person holding or occupying a particular office or position includes a reference to any person who occupies or performs the duties of that office or position for the time being.
(e) In this constitution, headings and underlinings are for convenience only and do not affect the interpretation of this constitution and, unless the contrary intention appears:
(i) words importing the singular include the plural and vice versa;
(ii) words importing a gender include every other gender;
(iii) words used to denote persons generally or importing a natural person include any company, corporation. body corporate, body politic, partnership, joint venture, association, board, group or other body (whether or not the body is incorporated); and
(iv) a reference to a person includes that person's successors and legal personal representatives.
2.2. Application of the Corporations Act
(a) This constitution is to be interpreted subject to the Corporations Act.
(b) Unless the contrary intention appears, an expression in a rule that deals with a matter dealt with by a provision of the Corporations Act, has the same meaning as in that provision.
(c) Subject to rule 2.2(b), unless the contrary intention appears, an expression in a rule that is defined in section 9 of the Corporations Act has the same meaning as in that section.
2.3. Exercise of powers
(a) The company may exercise in any manner permitted by the Corporations Act any power which under the Corporations Act a company limited by shares may exercise if authorised by its constitution.
(b) Where this constitution provides that a person or body may do a particular act or thing and the word "may" is used, the act or thing may be done at the discretion of the person or body.
(c) Where this constitution confers a power to make appointments to any office or position, the power is, unless the contrary intention appears, to be taken to include a power:
(i) to appoint a person to act in the office or position until a person is appointed to the office or position;
(ii) subject to any contract between the company and the relevant person, to remove or suspend any person appointed, with or without cause; and
(iii) to appoint another person temporarily in the place of any person so removed or suspended or in place of any sick or absent holder of such office or position.
(d) Where this constitution confers a power or imposes a duty then, unless the contrary intention appears, the power may be exercised and the duty must be performed from time to time as the occasion requires.
2.4. Replaceable rules not to apply
The replaceable rules applicable to a proprietary company contained in the Corporations Act from time to time do not apply to the company.