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CORPORATIONS LAW A COMPANY LIMITED BY GUARANTEE

ARTICLES OF ASSOCIATION OF

MONTENEGRIN ETHNIC ASSOCIATION OF AUSTRALIA

INTERPRETATION

                                  1.

In these regulations:
“the code” means the Corporations Law;
“the Company” means MONTENEGRIN ETHNIC ASSOCIATION OF AUSTRALIA
“the Committee” means the Board of Directors and governing Council of the Company;
“The Seal” means the common seal of the Company;
“Secretary” means any person appointed to perform the duties of a secretary of the Company and includes the honorary secretary;
“State” means the State of New South Wales;
expressions referring to writing shall, unless the contrary intention appears, be constructed as including references to printing, lithography, photography and other modes of representing or reproducing words in a visible form;
words or expressions contained in these articles shall be interpreted in accordance with the provisions of the Corporations Law as in force at the date at which these articles become binding on the Company.

                                 2.

The Company is established for the purposes set out in the Memorandum of Association.


MEMBERSHIP

                                 3.

                                 3.

The membership of the Foundation shall be Life, Founder or ordinary membership.

                                 4.

The subscribers to the memorandum of association and such other person as the Committee shall admit to membership in accordance with these articles shall be members of the Company.

                                 5.

Every applicant for membership of the Company except the Founder members shall be proposed by one and seconded by another member of the Company to both of whom the applicant shall be personally known. The application for membership shall be made in writing, signed by the applicant and his proposer and seconded and shall be in such form as the Committee from time to time prescribes.
In no case shall the Committee be required to give any reason for the rejection of an applicant.

                                6.

When an application has been accepted for membership the Secretary shall forthwith sent to the applicant written notice of his acceptance and a request for payment of his first annual subscription. Upon payment of his first annual subscription the applicant shall become a member of the Company, provided nevertheless that if such  payment be not made within two calendar months after the date of the said notice, the Committee may in its discretion cancel its acceptance of the applicant for membership of the Company.

                                7.

The annual subscription payable by members of the Company shall be such as the Company in general meeting shall from time to time prescribe. Annual subscriptions shall become due and payable in advance on the 1st day of June each year.

                                8.

A register of members shall be kept by the Company and shall have written therein or entered  therein the name and address of the members, the date at which the name of each person was admitted in the register as a member and the date at which any person who ceased to be member during the previous 7 years so ceased to be a member.

CESSATION OF MEMBERSHIP

                                 9.


If the subscription of a member shall remain unpaid for a period of two calendar months after it becomes due than the member may after notice of the default shall have been sent to him by the Secretary or Honorary Treasurer be debarred by resolution of the Committee from all privileges of membership PROVIDED that the Committee thinks fit to do so.

                               10.

A member may at any time by giving notice in writing to the Secretary resign his membership of the Company but shall continue liable for any annual subscription and all arrears due and unpaid at the date of his resignation and for all other moneys due by him to the Foundation and in addition for any sum not exceeding one hundred dollars for which he is liable as a member of the company under clause 5 of the memorandum of association of the Company.

                               11.

If any member shall wilfully refuse or neglect to comply with provisions of the memorandum or articles of association of the Company or shall conduct himself in a way unbecoming of a member or prejudicial to the interest of the Company, the Committee shall have power by resolution to censure, suspend or expel the member from the Company.
PROVIDED that at least one week before the meeting of the Committee at which such a resolution is passed the member shall have had notice of such meeting and of what is alleged against him and of the intended resolution and that he shall at such meeting and before the passing of such resolution have had an opportunity of giving orally or in writing any explanation or defence he may think fit and provided further that any such member may by notice in writing lodged with the Secretary at least twenty-four hours before the time for holding the meeting at which the resolution is to be considered by the Committee, elect to have the question dealt with by the Company in general meeting and in that event an extraordinary general meeting of the Company shall be called for the purpose and if at the meeting such a resolution be passed by a majority of two-thirds of those present and voting (such vote to be taken by ballot) the member concerned shall be dealt with in accordance with the memorandum and article of association and in the case of a resolution for his expulsion the member shall be expelled.

GENERAL  MEETINGS

                              12.

                              12.

An annual general meeting of the Company shall be held in accordance with the provisions of the Code and the Charitable Collections Act, 1934. All general meetings other than Annual General Meetings, shall be called extraordinary general meetings.

                              13.

Any four members of the Committee may whenever they think fit, request the convening of an extraordinary general meeting, an extraordinary general meetings shall be convened on such requisition or in default may be convened by such requisitions as provided by the Code.

                              14.

Subject to provisions of the code relating to special resolutions and agreements for shorter notice, fourteen day’s notice at the least exclusive of the day on which the notice is served or deemed to be served, sand exclusive of the day for which notice is given) specifying the place, the day and the hour of meeting and case of special business the general nature of that business shall be given to persons as are entitled to receive such notices from the Company.

                              15.

For the purpose of article 14, all business shall be special that is transacted in an extraordinary general meeting, and also all that is transacted at an annual general meeting, with the exception of the consideration of the accounts, balance sheets, and the report of the Committee and Auditors, the election of officers and other members of the Committee in the place of those retiring, and the appointment of the Auditors, if necessary.

PROCEEDINGS  AT  GENERAL  MEETINGS

                               16.

                               16.

No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business. Save as herein otherwise provided 20% of membership present in person shall become a quorum. For the purpose of this article “member” includes a person attending by proxy.

                               17.

If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved; in any other case it shall stand adjourned to the same day in the next week at the same time and place, or to such other day and at such other time and place as the Committee may determine, and if at the adjournment meeting a quorum is not present within half an hour from the time appointed for the meeting, the members present (being not less than three) shall be a quorum.

                               18.

The President shall preside as Chairman at every general meeting of the Company, or if there is no President, or if he is not present within fifteen minutes after the time appointed for the holding of the meeting or is unwilling to act, the Vice President shall be the Chairman or if the Vice-President is not present or is unwilling to act than the members present shall elect one of their number to be Chairman of the meeting. Any cultural meeting may be presided by any member of the Foundation at the request of the President.

                                19.

The Chairman may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid it shall not be necessary to give any notice of an adjournment or the business to be transacted at an adjourned meeting.

                                20.

At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded:
 (a)        by the Chairman; or
 (b)        by at least three members present in person or by proxy.
Unless poll is so demanded a declaration by the Chairman that a resolution has on a show of hands been carried or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book conclusive evidence of the fact. The demand for a pool may be withdrawn.

                                 21.

If a poll is duly demanded it shall be taken in such manner and either at one or after an interval or adjournment or otherwise as the Chairman directs, and the result of the poll shall be the resolution of the meeting at which the poll was demanded but a poll demanded on the election of a Chairman or on a question of adjournment shall be taken forthwith.

                                 22.

In the case of an equality of votes, whether on a show or hands or on a poll, the Chairman of the meeting at which the show of hands takes place or at which the poll is demanded shall be entitled to a second or casting vote.

                                 23.

A member may vote in person or by proxy or by attorney and on a show of hands every person present who is a member or a representative of a member shall have one vote and on a poll every member present in person or by proxy or by attorney of other duly authorised representative shall have one vote.

                                24.

All members are entitled to vote.

                                25.

The instrument appointing a proxy shall be in writing under the hand of the appointee or of his attorney duly authorised in writing. The instrument appointing a proxy shall be deemed to confer authority to demand or joint in demanding a poll. A member shall be entitled to instruct his proxy in favour or against any proposed resolution. Unless otherwise  instructed the proxy may vote as he thinks fit.

                               26.

The instrument appointing a proxy may be in the following form:
MONTENEGRIN  ETHNIC  ASSOCIATION OF AUSTRALIA

I,..........................................................of…………. being a
member of the Montenegrin Ethnic Association of Australia hereby  appoint………………………..
of…………………...
or failing  him ……………… as my proxy to vote for me on my behalf at the (annual or extraordinary as the case may be) general meeting of the Association, to be held on the…………
day of………20……
and at any adjournment thereof.
My proxy is hereby authorised to vote  *in favour of / *against the following resolutions:
Signed this………………………… day of ………20…….
_____________________________________________

Note 1.   In the event of the member desiring to vote for or
against any resolution he shall instruct his proxy accordingly. Unless otherwise instructed, the proxy may vote as he thinks fit.

Strike out whichever is not desired

                              27.

The instrument appointing a proxy and the power of attorney or other authority if any, under which it is signed or a notarially certified cope of that power or authority shall be deposited at the registered office of the Company or at such other place within the State as is specified for that purpose in the notice convening the meeting, not less than forty-eight hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, or, in the case of a poll, not less than twenty-four hours before the time appointed for the taking of the poll and in default of the instrument of proxy shall not be treated as valid.

                             28.

A vote given in accordance with the terms of an instrument of proxy or attorney shall be valid notwithstanding the previous death or unsoundness of mind of the principal or revocation of the instrument or of the authority under which the instrument was executed, if not intimation in writing of such death, unsoundness of mind or revocation as aforesaid has been received by the Company at the registered office before the commencement of the meeting or adjourned meeting at which the instrument is used.

                            29.

Membership roll shall be closed two months before the Annual General Meeting.

THE COMMITTEE (INCLUDING OFFICE-BEARERS)

                            30.
                            30.

The office-bearers of the Company shall consist of a President ( who is the Principal Executive Officer ), a Vice-President, a Secretary, and Honorary Treasurer, all of whom shall be members of the Company.

                            31.

In addition there will be two Committee Members elected at the Annual General Meeting. They shall all retire at the first annual general meeting, but shall be eligible for re-election. The outgoing President and Secretary shall be ex-officio members of the Committee for a period of one year.

                           32.

At the first annual general meeting of the Company and at the annual general meeting of the Company in each year thereafter the office-bearers and other members of the Committee shall be elected from among the members and such office-bearers and other members of the Committee shall hold office until the next annual general meeting when they shall retire but they shall be eligible for re-election.

                           33.

The election of office-bearers and other members of the Committee shall take place in the following manner:
(a)          Any two members of the Company shall be at liberty to nominate any other member to serve as an office-bearer or other member of the Committee.
(b)         The nomination, which shall be in writing and signed by the member and his proposer and seconder shall be lodged with the Secretary at least fourteen days before the annual general meeting at which the election is to take place
(c)          A list of the candidates’ names in alphabetical order, with the proposers’ and seconders’ names, shall be posted in a conspicuous place in the registered office of the Company for at least seven days immediately preceding the annual general meeting.
(d)         Balloting lists shall be prepared ( if necessary) containing the names of the candidates only in alphabetical order, and each member present at the annual general meeting shall be entitled to vote for any number of such candidates not exceeding the number of vacancies.

                           34.

The Company may from time to time by ordinary resolution passed at a general meeting increase or reduce the number of office-bearers or other members of the Committee.

                           35.

The Committee shall have power at any time, and from time to time, to appoint any member to the Committee, either to fill a casual vacancy or as an addition to the existing office-bearers or other members of the Committee but so that the total number of office-bearers or other members of the Committee shall not at any time exceed the number fixed in accordance with these articles. Any office-bearers or other member of the Committee so appointed shall hold office only until the next following annual general meeting.

                           36.

The Company may by ordinary resolution of which special notice has been given to remove any office-bearer or other member of the Committee before the expiration of his period of office, and may by an ordinary resolution appoint another person in his stead; the person so appointed shall hold office only until the next following annual general meeting.

                          37.

The office of a member of the Committee shall become vacant if the member:
(a)          becomes bankrupt or makes any arrangement or composition with his creditors generally;
(b)         becomes prohibited from being a director or a company by treason of any order made under the Code;
(c)         ceases to be a member of the Committee by operation of section 226 of the Code;
(d)          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 the mental health;
(e)          resigns his office by notice in writing to the Company;
(f)           for more than six months is absent without permission of the Committee from meetings of the Committee held during that period;
(g)          holds any office of profit under the Company;
(h)          ceases to be a member of the Company; or
(i)           is directly or indirectly interested in any contract or proposed contract with the Company.
PROVIDED always that nothing in this paragraph shall affect the operation of clause 3 of the memorandum of association of the Company.

POWERS AND DUTIES OF THE COMMITTEE

                              38.

The business of the Company shall be managed by the Committee who pay all expenses incurred in promoting and registering the Company and may exercise all such powers of the Company in general meeting, subject, nevertheless, to any of these articles, to the provisions of the Code, and to such regulations, being not inconsistent with the aforesaid articles or provisions, as may be prescribed by the Company in general meeting; PROVIDED that any rule regulation or by-law of the Company made by the Committee may be disallowed by the Company in general meeting and provided further that no resolution or regulation made by the Company in general meeting shall invalidate any prior act of the Committee which would have been valid if that resolution or regulation and not been passed or made.

                              39.

All promissory notes, drafts, bills of exchange and other negotiable instruments, and all receipts for money paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, by any two members of the Committee or in such other manner as the Committee from time to time determine and all cheques shall be signed by two members of the Committee or by any member of the Committee together with such permanent salaried employee of the company as may be so authorised from time to time by the Committee for such purpose. All moneys received by the company shall be deposited without prior deduction of any kind without unreasonable delay to the credit of a bank account of the Company. Receipts for moneys received shall be issued promptly. All payments by the Company in excess of $10 or such other amount as may from time to time be prescribed by the regulations under the Charitable Collections Act shall be paid by cheque.

                             40.

The Committee shall cause minutes to be made:
(a)          of all appointments of officers and servants;
(b)          of names of members of the Committee present at all meeting of the Company and of the Committee; and
(c)          of all proceedings at all meetings of the Company and of the Committee.
Such minutes shall be signed by the Chairman of the meeting at which the proceedings were held or by the Chairman of the next succeeding meeting.

PROCEDINGS OF THE COMMITTEE

                             41.

The Committee may meet together for the despatch of business, adjourn and otherwise regulate its meetings as it thinks fit. The Secretary shall on the requisition by three members of the Committee summon a meeting of the Committee.

                             42.

Subject to these articles questions arising at any meeting of the Committee shall be decided by a majority of votes and a determination by a majority of the members of the Committee shall for all purposes be deemed a determination of the Committee shall for all purposes be deemed a determination of the Committee. In case of an equality of votes the Chairman of the meeting shall have a second or casting vote.

                              43.

The quorum necessary for the transaction of the business of the Committee shall be a majority of the total Committee as provided in Article 30 and 31 or such greater number as may be fixed by the Committee.

                             44.

The continuing members of the Committee may act notwithstanding any vacancies in the Committee, but so long as their number is reduced below the number fixed by or pursuant to these articles as the necessary quorum of the Committee, the continuing member or members may act for the purpose of increasing the number of members of the Committee to that number or of summoning a general meeting of the Company, but for no other purpose.

                              45.

The President shall preside as Chairman at every meeting of the Committee, or if there is no President, or if at any meeting he is not present within ten minutes after the time appointed for holding the meeting, the Vice-President shall be Chairman or if the Vice-President is not present at the meeting than the members shall choose one of their member to be Chairman of the Meeting.

                              46.

The Committee may delegate any of its powers and or functions (not being duties imposed on the Committee as the directors of the Company by the Code or the general law) to one or more sub-committees consisting of such member or members of the Company as the Committee thinks fit. Any sub- committee so formed shall conform to any regulation that may be imposed by the Committee and subject thereto shall have power to co-opt any member or member or members of the Company and all members of such sub-committees shall have one vote.

                               47.

The Committee may appoint one or more advisory boards consisting of such member of members or the Committee as the Committee thinks fit. Such advisory boards shall act in an advisory capacity only. They shall conform to any regulations that may be imposed by the Committee and subject thereto shall have power to co-opt any member or members of the Company and all members of such advisory boards shall have one vote.

                               48.

A sub-committee may meet and adjourn as it thinks proper. Questions arising at a meeting shall be determined by a majority of votes of the members present, and in case of an equality of votes the Chairman shall have a second or casting vote.

                               49.

All acts done by meeting of the Committee or of a sub-committee or by any person acting as a member of the Committee shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any such member of the Committee or person acting as aforesaid, or that the members of the Committee or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a member of the Committee.

                               50.

A resolution in writing by all the members of the Committee in Australia for the time being entitled to receive notice of a meeting of the Committee, shall be as valid and effectual as if it has been passed at a meeting of the Committee duly convened and held. Any such resolution may consist of several documents in like form, each signed by one or more members of the Committee.

MANAGER / SOCIAL  WORKER

                                51.

                                51.

The Manager and / or Social Worker shall in accordance with the Memorandum & Articles of Association be appointed by the Committee for such term, upon such conditions as it thinks fit, and any Manager or Social Worker so appointed may be removed by it.

SEAL

                               52.

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

ACCOUNTS

                               53.

The Committee shall cause proper accounting and other records to be kept and shall distribute copies of every profit and loss account and balance-sheet (including every document required by law to be attached thereto) accompanied by a copy of the Auditors report thereon as required by the Code PROVIDED however that the Committee shall cause to be made out and laid before each annual general meeting a balance-sheet and profit and loss account made up to date not more than two months before the date of the meeting. The financial year for the keeping of accounts of the Company shall commence on the 1st day of July.

                                54.

The Committee shall from time to time determine in accordance with clause 8 of the memorandum of association at what times and places under what conditions or regulations that accounting and other records of the Company shall be open to the inspection of members.

AUDIT

                               55.
                               55.

A properly qualified Auditor or Auditors shall be appointed and his or their duties regulated in accordance with the Code.

GRANTS

                             
56.

The provisions of clauses 8 and 9 of the memorandum of association relating to grants shall have effect and be observed as if the same were repeated in these articles.

NOTICE

                             
  57.

Any notice required by law or by or under these articles to be given to any member shall be given by sending it by post to him at his registered address, or (if he has not registered address within the State) to the address, if any, within the State supplied by him to the Company for the giving of notices to him. Where a notice is sent by post,     service of the notice shall be deemed to be effected by properly addressing, prepaying, and posting a letter containing the notice, and to have been effected in the case of a notice of a meeting on the day after the date of its posting, and in any other case at the time at which the letter would be delivered in the ordinary course of post.

                             58.

(1)          Notice of every general meeting shall be given in any manner hereinbefore authorised to:
(a)          every member except those members who (having no registered address within the State) have not supplied to the Company an address within the State for the giving of notices to them; and
(b)          the auditor or auditors for the time being of the Company.
(2)          No other person shall be entitled to receive notices of general meetings.

INDEMNITY

                             59.

Every member of the Committee, auditor, secretary and other office for the time being of the Company shall be indemnified out of the assets of the Company against any liability arising out of the execution of the duties of his office which is incurred by him in defending any proceedings, whether civil or criminal, in which judgement is given in his favour or in which he is acquitted or in connection with any application under the Code in which relief is granted to him by the Court in respect of any negligence, default, breach of duty or breach of trust.
 






    
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