Internet Society of Australia
A Chapter of the Internet Society
ACN 076 406 801 Corporations Law
Company Limited by Guarantee
and Not Having a Share Capital

ARTICLES OF ASSOCIATION
OF
INTERNET SOCIETY OF AUSTRALIA,
A CHAPTER OF THE INTERNET SOCIETY

Introduction (cls. 1-2) Membership (4-10) App Fee, Ann Sub (11-13) Membership Cessation (14-18)
General Meetings (19-23) GM Proceedings (24-29) GM Voting (30-36) GM Proxies (37-42)
Board (43-52) Board Membership (53-58) Alternate Directors (59-64) Executive Director (65-69)
Director Powers, Duties (70-73) Board Processes (74-84) Directors' Interests (85-87) Inadvertent Omissions (88)
Secretary (89) Minutes (90) Seal (91-92) Accounts, Audit, Records (93-95)
Notices (96-98) Indemnity, Insurance (99-102) Winding Up (103) Signing (104)

A Table of Contents is at the end of this document, showing the title of each Clause.
Each Clause has a numbered anchor, e.g. #25 for cl. 25. Quorum.
For reference, Articles here is the original, unformatted-text version of the Articles.

INTRODUCTION

1. Definitions and Interpretation

1.1 In these articles unless the context otherwise requires:
(1) "directors" means the directors for the time being of the Society or the directors assembled as a board;
(2) "Law" means the Corporations Law;
(3) "Register" means the register of members kept in accordance with article 10;
(4) "seal" means the common seal of the Society and includes any official seal of the Society;
(5) "Secretary" means any person appointed to perform the duties of a secretary of the Society and includes an Honorary
Secretary; and
(6) "Society" means the Internet Society of Australia, a Chapter of the Internet Society;

1.2 Except so far as the contrary intention appears in these articles:
(1) an expression has in these articles the same meaning as in the Law; and
(2) if an expression is given different meanings for the purposes of different provisions of the Law, the expression has, in a provision of these articles that deals with a matter dealt with by a particular provision of the Law, the same meaning as in that provision of the Law.

1.3 Headings are for convenience only and do not affect the interpretation of these articles.

1.4 Reference to:
(1) one gender includes each other gender;
(2) the singular includes the plural and the plural includes the singular; and
(3) a person includes a body corporate.

2. Purposes

2.1 The Society is established for the purposes set out in the memorandum of association.

MEMBERSHIP

4. Membership

4.1 The members of the Society are:
(1) the subscribers to the memorandum of association; and
(2) Such other persons who have applied for membership in accordance with these articles and whose names are recorded in the Register.

5. Categories of Membership

5.1 The categories of membership are:
(1) ordinary members;
(2) associate members; and
(3) organisational members.

5.2 Additional categories of members may be created from time to time by the members in general meeting.

5.2A The directors may from time to time establish, vary and disestablish classes of membership within any category of membership and allocate or reallocate members into or between such classes.

5.2B Other than as provided for in these articles, a class of membership has the same rights and obligations as for the category of membership of which it is a part.

5.3 Despite anything in these articles to the contrary, an associate member:
(1) has no right to receive notices of or to attend and be heard at any general meeting; and
(2) has no right to vote at any general meeting.

6. Application for Ordinary Membership

6.1 Any individual who is not less than 18 years of age at the date of application may apply for ordinary membership or associate membership of the Society.

6.2 Any organisation being an incorporated body which uses the Internet in the course of its activities may apply for organisational membership of the Society.

6.3 An application by any person or organisation who or which has previously been expelled from membership of the Society may be allowed by the directors on and subject to any terms and conditions they see fit.

7. Form of Application

7.1 An application for membership must be:
(1) in writing in a form approved by the directors;
(2) signed by the applicant; and
(3) accompanied by such documents or evidence as to qualification for the type of membership applied for as the directors determine.

7.2 An application form must be accompanied by:
(1) an application fee, if any, determined in accordance with article 11.1; and
(2) the annual subscription, determined in accordance with article 12.

8. Admission to Membership

8.1 As soon as practicable after the Society receives an application for membership which satisfies the requirements of article 7:
(1) the Society must notify the applicant of admission in writing and provide a receipt for the application fee, if any, and annual subscription; and
(2) the name and details of the applicant must be entered in the Register.

9. Notification by Members

9.1 Each member must promptly notify the Secretary in writing of any change in the qualification of the member to be a member of the Society.

10. Register of Memberss

10.1 A register of members of the Society must be kept in accordance with the Law.

10.2 The following must be entered in the Register in respect of each member:
(1) the full name of the member;
(2) the address, telephone number and facsimile number, if any, of the member;
(3) the category and class of membership;
(4) the date of admission to and cessation of membership;
(5) the date of last payment of the member's annual subscription; and
(6) such other information as the directors require.

10.3 Each member and nominated representative must notify the Secretary in writing of any change in that person's name, address or facsimile number within 1 month after the change.

10.4 All notices given in accordance with articles 96 and 97 to the address last notified shall be considered fully received.

APPLICATION FEE AND ANNUAL SUBSCRIPTION

11. Application Fee

11.1 The application fee payable by each applicant for membership is such sum as the directors prescribe from time to time in respect of each category and class of membership.

12. Annual Subscription

12.1 Subject to 12.2, the annual subscription payable by each category of members is such sum as is set by the directors.

12.1A Subject to 12.2, the annual subscription payable by each class of members is such sum as is set by the directors, not exceeding the annual subscription set under 12.1 for the category of members of which the class is a part.

12.2 The members may in general meeting resolve to cap the amount of the annual subscription for any category of member.

12.3 The directors may waive all or part of the annual subscription for a member in their discretion.

12.4 All annual subscriptions are due and payable in advance on 1 July in each year.

12.5 If a person or organisation applies for membership of the Society during the month of January to June inclusive, the directors may reduce the annual subscription payable by the applicant in such manner as they think fit.

13. Unpaid Annual Subscriptions

13.1 If:
(1) the annual subscription of a member remains unpaid for 2 months after it becomes payable; and
(2) a notice of default is given to the member pursuant to a resolution of the directors;
the member ceases to be entitled to any of the rights or privileges of membership but these may be reinstated on payment of all arrears if the directors think fit to do so.

CESSATION OF MEMBERSHIP

14. Resignation

14.1 A member may resign from membership of the Society by giving written notice to the Secretary.

14.2 The resignation of a member is deemed to take effect from the date of receipt of the notice of resignation or such later date as is provided in the notice.

15. Failure to Pay

15.1 If a member has not paid all arrears of annual subscriptions in accordance with article 13 or, if paid, the member's rights and privileges are not reinstated:
(1) the member remains liable for all the obligations and liabilities of membership; and
(2) the member ceases to be a member and member's name shall be removed from the Register at the expiration of a 3 year period.

16. Cessation of Membership

16.1 A member ceases to be a member:
(1) for a member who is a person, on the death of the member;
(2) if the member resigns in accordance with article 14; or
(3) if the member is expelled in accordance with article

17. Disciplining Members

17.1 If any member:
(1) wilfully refuses or neglects to comply with the provisions of the memorandum of association or these articles; or
(2) engages in conduct that, in the opinion of the directors, is unbecoming of a member or is prejudicial to the interest of the Society;
the directors may resolve to censure, suspend or expel the member from the Society and, in the case of a resolution for expulsion, the member is expelled and the member's name must be removed from the register of members.

17.2 At least 14 days before the meeting of the directors at which a resolution of the nature referred to in article 17.1 is to be decided the Secretary must give to the member notice:
(1) of the meeting;
(2) of what is alleged against the member;
(3) of the intended resolution; and
(4) that the directors may deal with the matter if the member does not appear.

17.3 At the meeting referred to in 17.2 and before the matter is decided the member may:
(1) give orally or in writing any explanation the member thinks fit; and
(2) call a maximum of three witnesses in the member's defence.

17.4 At the meeting referred to in 17.2, a member is not entitled to be represented unless the directors decide otherwise, except for an organisational member, which may be represented by its nominated representative.

17.5 If at the meeting referred to in 17.2 the directors find against the member, prior to any penalty being imposed, the member may address the directors on the matter of a penalty.

17.6 The decision reached at the meeting referred to in 17.2, and the reasons for the decision, will be incorporated in the minutes of the meeting.

17.7 Except as required by rule 17.6, all communications and representations at the meeting are confidential and no legal action may be brought in respect of those communications or representations.

17.8 A member may, by notice in writing lodged with the Secretary at least 24 hours before the time for holding the meeting referred to in 17.2, elect to have the issue dealt with by the Society in general meeting and in that event, a general meeting of the Society must be called for that purpose.

17.9 If at the general meeting referred to in clause 17.8, a resolution to censure, suspend or expel a member is passed by a majority of 2/3 of those present and voting (and the vote must be taken by secret ballot), the member concerned must be punished in the manner resolved and in the case of a resolution for expulsion the member's name must be removed from the register of members.

18. Effect of Cessation of Membership

18.1 If any member ceases to be a member within the provisions of these articles the member remains liable to the Society for any moneys whatso- ever which, at the time of the member ceasing to be a member, the member owes to the Society on any account whatsoever and for any sum not exceeding $1.00 for which the member is liable under clause 6.2 of the memorandum of association.

18.2 No member who resigns or has been expelled shall have any claim for a refund of subscriptions paid.

GENERAL MEETINGS

19. Convening of General Meetings

19.1 Except as permitted by law a general meeting, to be called the "annual general meeting", must be held at least once in every calendar year.

19.2 Any director may whenever he or she thinks fit convene a general meeting.

19.3 Except as provided in section 246 of the Law, no member is and no members together are entitled to convene a general meeting.

20. Notice of General Meetings

20.1 Subject to the provisions of the Law as to short notice, at least 21 days' notice of a general meeting must be given in writing to those persons who are entitled to receive notices from the Society.

20.2 A notice of a general meeting must specify the place, the day and the hour of meeting and, in the case of special business, the general nature of the special business.

21. Accidental Omission to Give Notice

21.1 The accidental omission to give notice of any general meeting to or the non-receipt of the notice by any person entitled to receive notice of a general meeting under these articles or the accidental omission to advertise (if necessary) the meeting does not invalidate the proceedings at or any resolution passed at the meeting.

22. Postponement of General Meetings

22.1 The directors may postpone the holding of any general meeting whenever they think fit (other than a meeting requisitioned by members pursuant to the Law) for not more than 21 days after the date for which it was originally called.

22.2 Whenever any meeting is postponed (as distinct from being adjourned under article 26 or article 29) the same period of notice of the meeting must be given to persons entitled to receive notice of a meeting as if a new meeting were being called for the date to which the original meeting is postponed.

23. Representation of Member

23.1 An ordinary member who is entitled to attend and cast a vote at the meeting of the Society's members may appoint a person as the member's proxy to attend and vote for the member at the meeting. The proxy need not be a member.

23.2 An organisational member may appoint an individual as a representative to exercise all or any of the powers the organisational member may exercise:
(1) at meetings of the Society's members;
(2) at meetings of creditors or debenture holders; or
(3) relating to resolutions to be passed without meetings.
The appointment may be a standing one.

23.3 The appointment of a representative of an organisational member may set out restrictions on the representative's powers. If the appointment is to be by reference to a position held, the appointment must identify the position.

23.4 An organisational member may appoint more than 1 representative but only 1 representative may exercise the organisation's powers at any one time.

23.5 Unless otherwise specified in the appointment, the representative may exercise, on the organisational member's behalf, all of the powers that the member could exercise at a meeting or in voting on a resolution.

PROCEEDINGS AT GENERAL MEETINGS

24. Meaning of "Member"

24.1 For the purpose of ascertaining:
(1) any quorum at a general meeting required by these articles; and
(2) the person entitled to vote at a general meeting or join in demanding a poll;
"member" means:
(a) any ordinary member, being an individual, who is present in person or by proxy or attorney and who is entitled to vote; or
(b) the nominated representative, proxy or attorney of an organisational member.

25. Quorum

25.1 No business may be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business.

25.2 A quorum is constituted by 15 members or one-third of the total number of members, whichever is the lesser, being present at the meeting.

26. Absence of Quorum

26.1 If a quorum is not present within 30 minutes after the time appointed for the meeting:
(1) where the meeting was convened upon the requisition of members the meeting is dissolved; or
(2) in any other case:
(a) the meeting stands adjourned to the day, and at the time and place, which 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 is dissolved.

27. Ordinary and Special Business

27.1 The business of an annual general meeting is:
(1) to receive and consider the profit and loss account the balance sheet the reports of the directors and of the auditors and the directors' statement required by the Law to be attached to the accounts of the Society;
(2) to elect directors in place of those retiring or otherwise;
(3) when necessary, to appoint auditors; and
(4) to transact any other business which under these articles or the Law ought to be transacted at an annual general meeting.

27.2 All other business transacted at an annual general meeting and all business transacted at any other general meeting is special.

28. Chairperson

28.1 The President of the Society, if present, presides as chairperson at every general meeting.

28.2 Where a general meeting is held and:
(1) there is no President of the Society; or
(2) the President is not present within 30 minutes after the time appointed for the holding of the meeting or is unwilling to act; the Vice-President of the Society if present presides as chairperson of the meeting or, if the Vice-President is not present or is unwilling to act, the members present must elect any one of their number to be chairperson of the meeting.

29. Adjournment of Meetings

29.1 The chairperson may with the consent of any meeting at which a quorum is present, and must if so directed by the meeting, adjourn the meeting from time to time and from place to place, but no business may be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

29.2 When a meeting is adjourned for 30 days or more, notice of the adjourned meeting must be given as in the case of an original meeting.

29.3 Except as provided by article 29.2, it is not necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.

VOTING AT GENERAL MEETINGS

30. Voting Rights

30.1 Subject to articles 24 and 31, at any general meeting of members each member present on a show of hands has 1 vote and on a poll each member present has 1 vote.

31. Voting Disqualification

31.1 A member is not entitled to vote at a general meeting if the annual subscription of the member is more than 1 month in arrears at the date of the meeting or the postponed or adjourned meeting.

32. Power to Demand a Poll

32.1 At any general meeting a resolution put to the vote of the meeting is decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded:
(1) by the chairperson; or
(2) by at least 3 members.

33. Evidence of Resolutions

33.1 Unless a poll is so demanded, a declaration by the chairperson that a resolution has on a show of hands been carried or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book containing the minutes of the proceedings of the Society, signed by the chairperson of that or the next succeeding meeting, is conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.

34. Conduct of Poll

34.1 If a poll is duly demanded, it must be taken in such manner and subject to article 34.2 either at once or after an interval or adjournment or otherwise as the chairperson directs, and the result of the poll is the resolution of the meeting at which the poll was demanded.

34.2 A poll demanded on the election of a chairperson or on a question of adjournment must be taken forthwith without adjournment.

34.3 The demand for a poll does not prevent the continuance of a meeting for the transaction of any business other than the question on which a poll has been demanded.

34.4 The demand for a poll may be withdrawn.

35. Casting Vote

35.1 In the case of an equality of votes, whether on a show of hands or on a poll, the chairperson of the meeting at which the show of hands takes place or at which the poll is demanded, in addition to his or her deliberative vote (if any), has a casting vote. The chairperson has a discretion both as to use of the casting vote and as to the way in which it is used.

36. Objections to Exercise of Voting Rights

36.1 An objection may be raised to the qualification of a voter only at the meeting or adjourned meeting at which the vote objected to is given or tendered.

36.2 The objection must be referred to the chairperson of the meeting, whose decision is final.

36.3 A vote not disallowed following the objection is valid for all purposes.

PROXIES

37. Appointment of Proxy

37.1 A member entitled to attend and vote at a general meeting of the Society may appoint 1 proxy. A proxy need not be a member.

38. Deposit of Proxy and Attorney Instrument

38.1 An instrument appointing a proxy may not be treated as valid unless the instrument, and the power of attorney or other authority (if any) under which the instrument is signed or proof of the power or authority to the satisfaction of the directors is or are deposited at the registered office of the Society or at any other place specified for that purpose in the notice convening the meeting not less than 24 hours before the time for the holding of the meeting or adjourned meeting as the case may be at which the person named in the instrument proposes to vote;

38.2 For the purpose of article 38.1 it is sufficient if the proxy is received at the registered office of the Society by facsimile transmission or by similar means of communication in a reasonably legible form. If the proxy is required to be accompanied by other documents then these documents may also be received at the registered office by facsimile transmission, or by similar means of communication in a reasonably legible form.

39. Proxy Instrument to be in Writing

39.1 An instrument appointing a proxy must be in writing under the hand of the appointor or of the appointor's attorney duly authorised in writing.

40. Form of Proxy

40.1 The instrument of proxy must be in the form determined by the directors but the form must:
(1) enable the member to specify the manner in which the proxy must vote in respect of a particular transaction; and
(2) leave a blank for the member to fill in the name of the person primarily appointed as proxy.

40.2 The form may provide that if the member leaves it blank as to the person primarily appointed as proxy or if the person or persons named as proxy fails or fail to attend, the chairperson of the meeting is appointed proxy.

40.3 Despite article 40.1 an instrument appointing a proxy may be in the following form or in a form that is as similar to the following form as the circumstances allow:
I, of , appoint of
or, in his or her absence, of as my
proxy to vote for me on my behalf at the *annual general / *general
meeting of the Society to be held on 19 and at any
adjournment of that meeting.
This form is to be used *in favour of / *against the resolution.
Signed on 19 .
* Strike out whichever is not desired.
To be inserted if desired.

41. Effect of Proxy Instrument

41.1 An instrument appointing a proxy is deemed to confer authority to demand or join in demanding a poll.

41.2 If a proxy is only for a single meeting it may be used at any postponement or adjournment of that meeting, unless the proxy states otherwise.

41.3 A proxy may be revoked at any time by notice in writing to the Society.

42. Voting Rights of Proxies and Attorneys

42.1 An instrument appointing a proxy may specify the manner in which the proxy is to vote in respect of a particular resolution and, where an instrument of proxy so provides, the proxy is not entitled to vote on the resolution except as specified in the instrument.

42.2 A vote given in accordance with the terms of an instrument of proxy or of a power of attorney is valid despite:
(1) the previous death or unsoundness of mind of the principal; or
(2) the revocation of the instrument (or of the authority under which the instrument was executed) or of the power;
if the Society has not received written notification of the death, unsoundness of mind or revocation at the registered office of the Society before the commencement of the meeting or adjourned meeting at which the instrument is used or the power is exercised.

BOARD AND EXECUTIVE COMMITTEE

43. Number of Directors

43.1 The number of the directors must be not less than 3 nor more than 12.

43.2 The Society in general meeting may by resolution increase or reduce the number of directors but the number may not be reduced below 3.

44. Directors' Qualifications

44.1 No person may be a director unless that person is an ordinary member or nominated representative of an organisational member of the Society.

45. Constitution of the Board

45.1 The first directors are appointed in writing by the subscribers to the memorandum and articles of association of the Society.

45.2 The first directors hold office until the termination of the first annual general meeting of the Society but, subject to these articles, are eligible for election at that meeting.

46. Election of Directors

46.1 The directors are elected at the annual general meeting.

46.2 At the first annual general meeting of the Society, all of the directors shall retire from office, and at the annual general meeting in every subsequent year one-third of the directors for the time being, or if their number is not 3 or a multiple of 3, then the number nearest one-third, shall retire from office.

46.3 The directors to retire at an annual general meeting, other than the first annual general meeting, are those who have been longest in office since their last election, but as between persons who became directors on the same day, those to retire shall be determined by lot, unless they otherwise agree amongst themselves.

46.4 At each general meeting other than the first annual general meeting, directors are to be elected to fill the vacancies created at the annual general meeting;

46.5 Except for the directors referred to in article 45.1, an elected director holds office until the termination of the annual general meeting held 3 years after his or her election;

46.6 Subject to article 44, a retiring director is eligible for re-election;

47. Nomination for Election

47.1 Each candidate for election as a director must:
(1) be proposed by an ordinary member or an organisational member; and (2) be seconded by another member, being an ordinary member or organisational member, both of which members must be current financial members of the Society at the time of nomination.

47.2 An ordinary member or an organisational member may not propose more than one person as a candidate but may second more than one nomination.

47.3 A nomination of a candidate for election must:
(1) be in writing;
(2) be signed by the candidate; and
(3) be signed by the proposer and seconder.

47.4 A nomination of a candidate for election must be received at the registered office of the Society no later than 5 p.m. on the day which is 30 days prior to the annual general meeting at which the candidate seeks election.

47.5 A list of the candidates' names in alphabetical order together with the proposers' and seconders' names must be sent to members with the notice of the annual general meeting.

48. Election Procedure - Directors

48.1 If the number of candidates for election as directors is equal to or less than the number of vacancies on the board, the chairperson of the annual general meeting must declare those candidates to be duly elected as directors.

48.2 If the number of candidates for election as directors is greater than the number of vacancies on the board, a ballot must be held for the election of the candidates.

48.3 If a ballot is required balloting lists must be prepared listing the names of the candidates only in alphabetical order.

48.4 At the annual general meeting each person entitled to vote and voting on the ballot must cast the number of votes equal to the number of vacancies, but no person so voting may cast more than 1 vote in favour of each candidate.

48.5 The candidates receiving the greatest number of votes cast in their favour must be declared by the chairperson of the meeting to be elected as directors.

48.6 In the case of an equality of votes the chairperson, prior to the declaration of the result of the ballot, in addition to his or her deliberative vote (if any) is entitled to a casting vote provided however that if the chairperson:
(1) does not exercise a casting vote; or
(2) is one of the persons in respect of whom there is an equality of votes;

then a further ballot must be held forthwith among those persons in respect of whom there is an equality of votes.

49. Executive Committee

49.1 The office bearers of the Society are:
(1) the President;
(2) the Vice-President;
(3) the Honorary Treasurer; and
(4) the Honorary Secretary.

49.2 The persons holding office from time to time under article 50.1 and the executive director, if any, appointed under article 65 constitute the executive committee of the board.

50. Election at Board Meeting

50.1 The office bearers are elected at the first meeting of the directors held after the annual general meeting at which they were elected.

50.2 The directors present must appoint one of their number to act as chairperson of the meeting for the purpose of the election.

51. Eligibility and Nomination

51.1 Any director is eligible for election to a position as an office bearer.

51.2 Each director standing for election as an office bearer must be proposed by another director.

51.3 If a director stands for election for more than 1 of the officer bearer positions, separate nominations must be received in respect of each position.

51.4 A nomination may be:
(1) in writing, received by the Secretary not less than 24 hours prior to the board meeting at which the election is to take place and signed by the candidate and the proposer; or
(2) made orally at the meeting, provided that the candidate is present and consents to the nomination.

52. Election Procedure - Office Bearers

52.1 The election of the office bearers is held in the order in which the positions are listed in article 49.1.

52.2 If there is only 1 candidate for election to a particular position as office bearer, that person is deemed elected to that position.

52.3 If there is more than 1 candidate for election to any position of office bearer a ballot must be held among the candidates. The candidate receiving the greatest number of votes cast in his or her favour is declared elected to that position.

52.4 In the case of an equality of votes in respect of any position a further ballot must be held forthwith, but if there is still an equality of votes the successful candidate must be determined by lot.

52.5 If a director is elected to a position as office bearer then his or her nomination, if any, for any other position is deemed to have been withdrawn upon such election and prior to the election held in respect of such other position or positions.

52.6 Subject to this article 52, a ballot is to be conducted in such manner as the directors determine.

GENERAL PROVISIONS AS TO BOARD MEMBERSHIP

53. Casual Vacancies and Additional Directors

53.1 The Society in general meeting may by resolution, and the directors may at any time appoint any person qualified to be a director under article 44.1, either to fill a casual vacancy or as an addition to the existing directors, but so that the total number of directors does not at any time exceed the number fixed in accordance with these articles.

53.2 A person who is so appointed holds office until the termination of the annual general meeting next held after his or her appointment, but is eligible for election at that meeting.

54. Insufficient Directors

54.1 In the event of a vacancy or vacancies in the office of a director or offices of directors, the remaining directors may act, but if the number of remaining directors is not sufficient to constitute a quorum at a meeting of directors, they may act only for the purpose of increasing the number of directors to a number sufficient to constitute such a quorum or convening a general meeting of the Society.

55. Resignation of Director

55.1 Any director may retire from office upon giving notice in writing to the Society of his or her intention to do so.

56. Removal of Directors

56.1 Subject to the provisions of these articles and the Law, the Society may by resolution passed at any general meeting remove any director and may appoint another person in his or her stead.

57. Vacation of Office of Director

57.1 In addition to the circumstances in which the office of a director becomes vacant by virtue of the Law the office of a director becomes vacant if the director:
(1) 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; (2) is absent from 3 consecutive meetings of directors without the prior leave of the directors or, where no leave is granted, the directors are not satisfied that such absence was justified in all the circumstances;
(3) ceases to be qualified as a director in accordance with article 44.1; or
(4) holds any office of profit under the Society.

58. Remuneration and Expenses of Directors

58.1 No director may receive any remuneration for his or her services in his or her capacity as a director of the Society.

58.2 Despite article 58.1 directors may be paid all travelling and other out of pocket expenses properly incurred by them in attending and returning from meetings of the directors or any committee of the Society or general meetings of the Society or otherwise in connection with the business of the Society.

ALTERNATE DIRECTORS

59. Power to Appoint

59.1 A director may appoint any person approved for that purpose by a majority of the other directors to act as an alternate director in place of the appointor whenever the appointor is unable to act personally by reason of illness, absence or any other cause and may do so generally or for a meeting or for any other purpose or for a specified period.

60. Rights and Powers of Alternate Director

60.1 An alternate director is entitled to notice of meetings of the directors and, if the appointor is not present at such a meeting, is entitled to attend and vote in his or her stead.

60.2 An alternate director may exercise any powers that the appointor may exercise and the exercise of any power by the alternate director is deemed to be the exercise of the power by the appointor.

60.3 An alternate director is not taken into account for the purpose of article 43.1.

61. Suspension or Revocation of Appointment

61.1 A director may revoke or suspend the appointment of an alternate director appointed by him or her.

61.2 The directors may suspend or remove an alternate director by resolution after giving the appointor reasonable notice of their intention to do so.

62. Form of Appointment, Suspension or Revocation

62.1 Every appointment, revocation or suspension under articles 59 or 61.1 must be made by notice in writing signed by the director making it.

62.2 The notice may be given by facsimile or by similar means of communication in a reasonably legible form.

63. Termination of Appointment

63.1 The appointment of an alternate director automatically ceases:
(1) if the director for whom the alternate director acts as alternate ceases to hold office as director;
(2) on the happening in respect of the alternate director of any event which causes a director to vacate the office of director; or
(3) if the alternate director resigns from the appointment by way of written notice left at the registered office of the Society.

64. Power to Act as Alternate for More than 1 Director

64.1 A director or any other person may act as alternate director to represent more than 1 director but no more than 3 directors.

EXECUTIVE DIRECTOR

65. Power to Appoint

65.1 The directors may appoint any person, not being a director, to the position of executive director for such period and on such terms as they think fit and, subject to the terms of any agreement entered into in a particular case, may revoke the appointment.

66. Not a Member of the Board

66.1 The executive director is not a member of the board of the Society but may attend meetings of the directors except where the directors otherwise request.

66.2 The executive director is a member of the executive committee and may vote at any meeting of that committee.

67. Temporary Appointments

67.1 If an executive director becomes incapable of acting in that capacity the directors may appoint any other person, not being a director, to act temporarily as executive director.

68. Powers of Executive Director

68.1 The directors may, upon such terms and conditions and with such restrictions as they think fit, confer upon an executive director any of the powers exercisable by them.

68.2 Any powers so conferred may be concurrent with, or to the exclusion of, the powers of the directors.

68.3 The directors may at any time withdraw or vary any of the powers so conferred on an executive director.

69. Remuneration of Executive Director

69.1 Subject to the Law and to the provisions of any contract between the Society and an executive director the remuneration of the executive director is fixed by the directors.

POWERS AND DUTIES OF DIRECTORS

70. General Business Management

70.1 Subject to the Law and to any other provision of these articles, the business of the Society is managed by the directors, who may exercise all powers of the Society which are not, by the Law or by these articles, required to be exercised by the Society in general meeting.

70.2 No article made or resolution passed by the Society in general meeting can invalidate any prior act of the directors which would have been valid if that article or resolution had not been made or passed.

71. Borrowing Powers

71.1 Without limiting the generality of article 70.1, the directors may exercise all the powers of the Society to borrow money, to charge any property or business of the Society and to issue debentures or give any other security for a debt, liability or obligation of the Society or of any other person.

71.2 If the Society borrows money from any member, the maximum rate of interest payable by the Society is 2% per annum higher than the corporate base lending rate (or nearest equivalent) quoted by the Society's bank at the date of the loan.

72. Negotiable Instruments

72.1 All cheques, promissory notes, banker's drafts, bills of exchange and other negotiable instruments, and all receipts for money paid to the Society may be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, by any 2 directors or in such other manner as the directors determine from time to time.

73. Appointment of Attorney

73.1 The directors may appoint any person or persons to be the attorney or attorneys of the Society for the purposes, with the powers, authorities and discretions (being powers, authorities and discretions vested in or exercisable by the directors), for the period and subject to the conditions they think fit.

73.2 Any power of attorney may contain those provisions for the protection and convenience of persons dealing with the attorney that the directors think fit and may also authorise the attorney to delegate all or any of the powers, authorities and discretions vested in the attorney.

PROCEEDINGS OF DIRECTORS

74. Meetings of Directors

74.1 The directors may meet together for the despatch of business and adjourn and otherwise regulate their meetings as they think fit.

74.2 The minutes of any meeting of the directors must state the method of meeting and the persons present.

75. Convening of Meeting

75.1 A director may at any time, and a Secretary must on the requisition of a director, convene a meeting of the directors.

76. Notice of Meeting

76.1 Notice of every directors' meeting must be given to each director and alternate director except that it is not necessary to give notice of a meeting of directors to any director who:
(1) has been given special leave of absence; or
(2) is absent from Australia and has not left a facsimile number at which he or she may be given notice.

76.2 Any notice of a meeting of directors may be given in writing or orally, and whether by facsimile, telex, telegram, cable, telephone or any other means of communication.

77. Quorum

77.1 At a meeting of directors, the number of directors whose presence is necessary to constitute a quorum is 3 directors entitled to vote or such greater number as is determined by the directors.

77.2 An alternate director is counted in a quorum at a meeting at which the director who appointed the alternate is not present, so long as the alternate is entitled to vote and provided that an alternate director who represents more than one director is counted only once in a quorum.

78. Chairperson at Directors' Meetings

78.1 The President is the chairperson of all meetings of the directors.

78.2 At a meeting of directors if:
(1) no President has been elected as provided by article 50; or
(2) the President is not present within 10 minutes after the time appointed for the holding of the meeting or is unwilling to act; the Vice-President shall be the chairperson of the meeting, but if:
(3) no Vice-President has been elected as provided by article 50; or (4) the Vice-President is not present within 10 minutes after the time appointed for the holding of the meeting or is unwilling to act;
the directors present may elect one of their number to be chairperson of the meeting.

79. Voting

79.1 Subject to these articles, questions arising at a meeting of directors are decided by a majority of votes of directors present and voting and any such decision is for all purposes deemed a decision of the directors.

79.2 In case of an equality of votes, the chairperson of the meeting, in addition to his or her deliberative vote (if any), has a casting vote. The chairperson has a discretion both as to whether or not to use the casting vote and as to the way in which it is used.

79.3 A person who is an alternate director is entitled (in addition to his or her own vote if he or she is a director) to 1 vote on behalf of each director whom he or she represents as an alternate director at the meeting and who is not present at the meeting.

80. Teleconference Meeting of Directors

80.1 For the purpose of these articles the contemporaneous linking together in oral communication by telephone, real time audio conferencing, audio- visual or other instantaneous means ("telecommunication meeting") of a number of the directors not less than a quorum is deemed to constitute a meeting of the directors. All the provisions of these articles relating to a meeting of the directors apply to a telecommunication meeting in so far as they are not inconsistent with the provisions of this article 80.1. The following provisions apply to a telecommunication meeting:
(1) all the directors for the time being entitled to receive notice of a meeting of the directors (including any alternate director) are entitled to notice of a telecommunication meeting;
(2) all the directors participating in the meeting must be linked by telephone, real time audio conferencing, audio-visual or other instantaneous means for the purpose of the meeting;
(3) notice of the meeting may be given on the telephone or other electronic means;
(4) each of the directors taking part in the meeting must be able to hear and be heard by each of the other directors taking part at the commencement of the meeting and each director so taking part is deemed for the purposes of these articles to be present at the meeting; and
(5) at the commencement of the meeting each director must announce his or her presence to all the other directors taking part in the meeting.

80.2 If the Secretary is not present at a telecommunication meeting one of the directors present must take minutes of the meeting.

80.3 A director may not leave a telecommunication meeting by disconnecting his or her telephone, real time audio conferencing, audio-visual or other communication equipment unless that director has previously notified the chairperson of the meeting.

80.4 A director is conclusively presumed to have been present and to have formed part of a quorum at all times during a telecommunication meeting unless that director has previously obtained the express consent of the chairperson to leave the meeting.

80.5 A minute of the proceedings of a telecommunication meeting is sufficient evidence of the proceedings and of the observance of all necessary for- malities if the minute is certified to be a correct minute by the chairperson of the meeting.

81. Circulated Resolutions

81.1 If all the directors at that time present in Australia and any director absent from Australia who has left a facsimile number at which he or she may be given notice have signed a document containing a statement that they are in favour of a resolution of the directors in terms set out in the document, a resolution in those terms is deemed to have been passed at a meeting of the directors held on the day on which the document was signed and at the time at which the document was last signed by a director or, if the directors signed the document on different days, on the day on which, and at the time at which, the document was last signed by a director.

81.2 For the purposes of article 81.1, 2 or more separate documents containing statements in identical terms each of which is signed by one or more directors are deemed together to constitute one document containing a statement in those terms signed by those directors on the respective days on which they signed the separate documents.

81.3 A reference in article 81.1 to all the directors does not include a reference to a director who, at a meeting of directors, would not be entitled to vote on the resolution.

81.4 Every resolution passed under article 81.1 must as soon as practicable be entered in the minutes of the directors' meetings.

81.5 A facsimile, telex or similar means of communication addressed to or received by the Society and purporting to be signed by a director for the purpose of these articles is deemed to be a document in writing signed by that director.

82. Committees of Directors

82.1 The directors may delegate any of their powers to:
(1) the executive committee; and
(2) other committees consisting of those directors they think fit; and may revoke the delegation.

82.2 Any committee formed under article 82.1 must in the exercise of the powers so delegated conform to any regulations that may from time to time be imposed upon it by the directors.

82.3 Otherwise the meetings and proceedings of any committee consisting of 2 or more members are governed by the provisions in these articles regulating the meetings and proceedings of the directors.

82.4 The directors may establish any local boards or agencies for managing any of the affairs of the Society in any specified locality and may appoint any persons to be members of the local board or any managers or agents and may fix their remuneration.

83. Regional Branches and Administration

83.1 The directors may provide for the management and administration of the affairs of the Society in any specified region or locality in the manner they think fit.

83.2 Without limiting the operation of article 83.1 the directors may:
(1) establish any regional or local committees or branches;
(2) appoint any members of the Society or any nominated representative of a corporate member to be a member of the local committee or branch;
(3) appoint any managers or agents, fix their remuneration and delegate to them any of the powers vested in the directors; and
(4) authorise the members for the time being of the local committee or branch to fill any vacancies on it and to act despite vacancies.

83.3 A local committee or branch may remove any person appointed under article 83.2(3) and may revoke or vary the delegation but no person dealing in good faith and without notice of the revocation or variation is affected by it.

84. Validation of Acts of Directors

84.1 All acts done at any meeting of directors or of a committee of directors or by any person acting as a director are, although it is afterwards discovered that there was some defect in the appointment or continuance in office of any of the persons concerned or that any of them were disqualified or were not entitled to vote, as valid as if each of them had been duly appointed and had duly continued in office and was qualified to be a director and was entitled to vote.

DIRECTORS' INTERESTS

85. Prohibition on Being Present or Voting

85.1 Except to the extent permitted by the Law, a director who has a material personal interest in a matter that is being considered at a meeting of directors:
(1) must not be counted in a quorum;
(2) must not vote on the matter; and
(3) must not be present while the matter is being considered at the meeting.

85.2 If a director who has a material personal interest in a matter that is being considered at a meeting of the directors is not prohibited by the Law from being present at the meeting and voting, the director may be present, be counted in the quorum and may be heard but may not vote on the matter.

86. Existence of Interest

86.1 A director may not hold any other office or place of profit under the Society in conjunction with the office of director.

86.2 A director may to the extent permitted by the Law:
(1) enter into contracts or arrangements or have dealings with the Society either as vendor, purchaser, mortgagee or otherwise; or
(2) be interested in any contract, operation, undertaking or business entered into undertaken or assisted by the Society or in which the Society is or may be interested.

86.3 The director is not because of entering into any relationship or transaction referred to in article 86.2:
(1) disqualified from the office of director; or
(2) liable to account to the Society for any profit arising from the relationship or transaction by reason of being a director of the Society or of the fiduciary relationship between the director and the Society.

86.4 For the purpose of this article 86, "Society" includes any subsidiary of the Society and any other Society in which the Society or any subsidiary of the Society is or becomes a shareholder or is otherwise interested.

87. Disclosure of Interest

87.1 The nature of the director's interest as referred to in article 86.2 must be disclosed by the director before or at the meeting of directors at which the question of entering into the contract or arrangement is first taken into consideration if the interest then exists or in any other case at the first meeting of the directors after the director becomes so interested.

87.2 It is the duty of a director of the Society who is in any way whether directly or indirectly interested in a contract or proposed contract with the Society to declare the nature of his or her interest in accordance with the provisions of the Law.

87.3 It is the duty of a director of the Society who holds any office or possesses any property whereby, whether directly or indirectly, duties or interests might be created in conflict with his or her duties or interests as director to declare the fact and the nature, character and extent of the conflict in accordance with the provisions of the Law.

INADVERTENT OMISSIONS

88. Formalities Omitted

88.1 If some formality required by these articles is inadvertently omitted or is not carried out the omission does not invalidate any resolution, act, matter or thing which but for the omission would have been valid unless it is proved to the satisfaction of the directors that the omission has directly prejudiced any member financially. The decision of the directors is final and binding on all members.

SECRETARY

89. Honorary Secretary

89.1 The Honorary Secretary of the Society is an office bearer and is elected in accordance with article 50.1.

MINUTES

90. Minutes to be Kept

90.1 The directors must carry out the obligations imposed on the Society by the Law to cause:
(1) minutes of all proceedings of general meetings and of meetings of its directors to be entered, within 1 month after the relevant meeting is held, in books kept for that purpose; and
(2) those minutes to be signed by the chairperson of the meeting at which the proceedings took place or by the chairperson of the next succeeding meeting.

90.2 Without limiting article 90.1(1) the directors must cause minutes to be made of:
(1) all appointments of officers and servants;
(2) the names of the directors and alternate directors present at all meetings of directors and the Society; and
(3) of the method by which a meeting of directors was held;
(4) all motions proposed and seconded, including the names of all directors proposing and/or seconding the motions, and in the case of alternate directors, the names of the directors they represented in the act of proposing and/or seconding;
(5) the outcome of all votes taken on any matters;
(6) on the request of any director or alternate director present at the meeting, any matter so requested.

90.3 (1) The minutes of any meeting shall be made available for viewing at a time and place acceptable to both the requestor who must be a member and the person having custody of the minutes;
(2) If no mutually acceptable time and place is decided on within 3 calendar months of the request, or at the discretion of the person having custody of the minutes, the requested minutes shall be provided to the requestor by post or facsimile;
(3) If an alternative form of delivery is acceptable to both the requestor and the person having custody of the minutes, the requested minutes may be provided in that form.

SEAL

91. Society Seal

91.1 The directors must provide for the safe custody of the seal.

91.2 The seal of the Society may not be affixed to any instrument except by the authority of a resolution of the board of directors or of a committee of the directors duly authorised by the directors.

91.3 Every instrument to which the seal is affixed must be signed by at least 1 director and countersigned by another director, a secretary or another person appointed by the directors to countersign that document or a class of documents in which that document is included.

92. Affixing of Seal by Interested Director

92.1 A director may sign or countersign as director any instrument to which the common seal of the Society is affixed although the instrument relates to a contract, arrangement, dealing or other transaction in which he or she is interested and his or her signature is effective in regard to compliance with the requirements of these articles as to the affixing of the common seal despite his or her interest.

ACCOUNTS, AUDIT AND RECORDS

93. Accounts

93.1 The directors must cause proper accounting and other records to be kept in accordance with the Law.

93.2 The directors must distribute copies of every profit and loss account and balance sheet (including every document required by law to be attached thereto) as required by the Law.

94. Audit

94.1 A registered company auditor must be appointed.

94.2 The remuneration of the auditor must be fixed and the auditor's duties regulated in accordance with the Law.

95. Rights of Inspection

95.1 Subject to the Law and the memorandum of association and article 90.3, the directors determine whether and to what extent, and at what times and places and under what conditions, the accounting records and other documents of the Society or any of them are open to the inspection of members other than directors, and a member other than a director does not have the right to inspect any document of the Society except as provided by law or authorised by the directors or by the Society in general meeting.

NOTICES

96. Service of Notices

96.1 A notice may be given by the Society to any member either by:
(1) serving it on the member personally; or
(2) sending it by post to the member at the address shown in the Register; or
(3) sending it by facsimile transmission to the member at the address or facsimile number supplied by the member to the Society for the giving of notices; or
(4) sending it by electronic mail to the member at the address supplied by the member to the Society for the giving of notices.

97. Method of Service

97.1 If a notice is sent by post, service of the notice is deemed to be effected by properly addressing, prepaying and posting a letter containing the notice, and to be effected, on the next business day after the date of its posting.

97.2 If a notice is sent by facsimile transmission, service of the notice is deemed to be effected by properly addressing the facsimile transmission and transmitting it to the number supplied to the Society for that purpose and to be effected on the next business day after the date of its transmission unless:
(1) the Society's facsimile machine fails to issue a transmission report which shows that the relevant number of pages comprised in the notice has been sent; or
(2) the addressee notifies the Society immediately that the notice was not fully received in a legible form.

97.3 For the purpose of this article "business day" means a day that is not a Saturday, Sunday or any other day which is a public holiday or a bank holiday in the place where the Society has its registered office.

97.4 If a notice is sent by electronic mail, service of the notice is deemed to be effected by properly addressing the electronic mail message and sending it to the address supplied to the Society for that purpose and to be effected on the same day.

98. Persons Entitled to Notice of General Meeting

98.1 Notice of every general meeting must be given in the manner authorised by articles 96 and 97 to:
(1) every member; and
(2) the auditor for the time being of the Society.

98.2 No other person is entitled to receive notice of general meetings.

INDEMNITY AND INSURANCE

99. Indemnity

99.1 To the extent permitted by the Law, the Society indemnifies:
(1) every person who is or has been an officer of the Society; and
(2) where the board of directors considers it appropriate to do so, any person who is or has been an officer of a related body corporate of the Society;
against any liability incurred by that person in his or her capacity as an officer of the Society or of the related body corporate (as the case may be):
(3) to any other person (other than the Society or a related body corporate) unless the liability arises out of conduct involving a lack of good faith; and
(4) for costs and expenses:
(a) in defending proceedings, whether civil or criminal, in which judgment is given in favour of the person or in which the person is acquitted; and
(b) in connection with an application in relation to those proceedings, in which the Court grants relief to the person under the Law.

100. Insurance

100.1 The Society may, where the board of directors considers it appropriate to do so, pay or agree to pay a premium in respect of a contract insuring a person who is or has been an officer of the Society against any of the following liabilities incurred by the person as such an officer, namely:
(1) any liability which does not arise out of conduct involving:
(a) a wilful breach of duty in relation to the Society; or
(b) without limiting article 100.1(1)(a), a contravention of subsection 232(5) or (6) of the Law; and for costs and expenses incurred by the person in defending proceedings, whether civil or criminal, whatever their outcome, and without the qualifications set out in article 100.1(1).

100.2 In the case of a director, any premium paid pursuant to this article is paid in addition to remuneration paid to that director by the Society pursuant to these articles.

101. Director Voting on Contract of Insurance

101.1 Despite anything in these articles, a director is not precluded from voting in respect of any contract or proposed contract of insurance, merely because the contract insures or would insure the director against a liability incurred by the director as an officer of the Society or of a related body corporate.

102. Meaning of "Officer"

102.1 For the purposes of articles 99, 100 and 101, "officer" means a director, Secretary or executive officer.

WINDING UP

103. Winding Up

103.1 The provisions of clause 7 of the memorandum of association relating to the winding up or dissolution of the Society have effect and must be observed as if they were repeated in these articles.

SIGNING

104. Signing

104.1 The persons whose names are written below are the subscribers to the memorandum of association of the Society and agree to these articles of association.
Geoffrey Ian Huston
Hugh Irvine
Robert James Kummerfeld
Catherine Margaret Lance
George Geoffrey Michaelson

INTERNET SOCIETY OF AUSTRALIA

MEMORANDUM AND ARTICLES OF ASSOCIATION

Dated 15 November 1996

DEACONS GRAHAM & JAMES
Lawyers
385 Bourke Street
MELBOURNE 3000
Telephone 03 9230 0411
Facsimile 03 9230 0505
DX 445 Melbourne
Reference CJT:ASH:RWB
eom/CJT/D/6049120002/0013


TABLE OF CONTENTS
1. Definitions and Interpretation
2. Purposes
3. Number of Members
4. Membership
5. Categories of Membership
6. Application for Ordinary Membership
7. Form of Application
8. Admission to Membership
9. Notification by Members
10. Register of Members
11. Application Fee
12. Annual Subscription
13. Unpaid Annual Subscriptions
14. Resignation
15. Failure to Pay
16. Cessation of Membership
17. Disciplining Members
18. Effect of Cessation of Membership
19. Convening of General Meetings
20. Notice of General Meetings
21. Accidental Omission to Give Notice
22. Postponement of General Meetings
23. Representation of Member
24. Meaning of "Member"
25. Quorum
26. Absence of Quorum
27. Ordinary and Special Business
28. Chairperson
29. Adjournment of Meetings
30. Voting Rights
31. Voting Disqualification
32. Power to Demand a Poll
33. Evidence of Resolutions
34. Conduct of Poll
35. Casting Vote
36. Objections to Exercise of Voting Rights
37. Appointment of Proxy
38. Deposit of Proxy and Attorney Instrument
39. Proxy Instrument to be in Writing
40. Form of Proxy
41. Effect of Proxy Instrument
42. Voting Rights of Proxies and Attorneys
43. Number of Directors
44. Directors' Qualifications
45. Constitution of the Board
46. Election of Directors
47. Nomination for Election
48. Election Procedure - Directors
49. Executive Committee
50. Election at Board Meeting
51. Eligibility and Nomination
52. Election Procedure - Office Bearers
53. Casual Vacancies and Additional Directors
54. Insufficient Directors
55. Resignation of Director
56. Removal of Directors
57. Vacation of Office of Director
58. Remuneration and Expenses of Directors
59. Power to Appoint
60. Rights and Powers of Alternate Director
61. Suspension or Revocation of Appointment
62. Form of Appointment, Suspension or Revocation
63. Termination of Appointment
64. Power to Act as Alternate for More than 1 Director
65. Power to Appoint
66. Not a Member of the Board
67. Temporary Appointments
68. Powers of Executive Director
69. Remuneration of Executive Director
70. General Business Management
71. Borrowing Powers
72. Negotiable Instruments
73. Appointment of Attorney
74. Meetings of Directors
75. Convening of Meeting
76. Notice of Meeting
77. Quorum
78. Chairperson at Directors' Meetings
79. Voting
80. Teleconference Meeting of Directors
81. Circulated Resolutions
82. Committees of Directors
83. Regional Branches and Administration
84. Validation of Acts of Directors
85. Prohibition on Being Present or Voting
86. Existence of Interest
87. Disclosure of Interest
88. Formalities Omitted
89. Honorary Secretary
90. Minutes to be Kept
91. Society Seal
92. Affixing of Seal by Interested Director
93. Accounts
94. Audit
95. Rights of Inspection
96. Service of Notices
97. Method of Service
98. Persons Entitled to Notice of General Meeting
99. Indemnity
100. Insurance
101. Director Voting on Contract of Insurance
102. Meaning of "Officer"
103. Winding Up

Last updated 16.12.99