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Constitution - 15. Interests of Directors

15. INTERESTS OF DIRECTORS

15.1 Directors duties

All Directors must act in the best interests of the Company as a whole and must not represent or advocate for any of their sponsors’ positions in discussions on issues considered by the Board.

15.2 Disclosure of interests

If a Director has a material personal interest in a matter that relates to the affairs of the Company and

(a) the Director discloses the nature and extent of the interests and its relation to the affairs of the Company at a meeting of the Directors in accordance with the Corporations Act; or

(b) the interest is one that does not need to be disclosed, then

(i) the Director may vote on matters that relate to the interest;

(ii) any transaction that relates to the interest may proceed;

(iii) the Director may retain benefits under the transaction even though the Director has the interest; and

(iv) the Company cannot avoid the transaction merely because of the existence of the interest.

15.3 Prior disclosure

If disclosure is required in accordance with the Corporations Act, clauses 15.2(b)(iii) and 15.2(b)(iv) apply only if the disclosure is made before the transaction is entered into.

 

 

Constitution

Constitution

Table of contents

1. Preliminary

2. Objects & powers

3. Membership

4. Associates

5. Nominated representatives

6. Membership subscriptions

7. Annual General Meetings

8. General Meetings

9. Proceedings at General Meetings

10. Voting

11. Company Board

12. Election

13. Vacation of office

14. Proceedings of the Board

15. Interests of Directors

16. Secretary

17. Chief Executive Officer

18. Remuneration

19. Member Council

20. Execution of documents

21. Administration

22. Winding up and liability

23. By-Laws

24. Variation of Constitution

25. Severing invalid provisions

26. Technology

By-Laws

Membership By-Laws

Election By-Laws


Constitution 
Version 1

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