Amnesty International Australia
Memorandum of Association
Page
7 of 65
7.2
Sub-clause (1) does not prevent:
a)
the payment in good faith of remuneration for services rendered to AIA by any person
engaged as its employee;
b)
the payment for goods supplied in the ordinary and usual way of business;
c)
the payment of interest at a rate not exceeding the rate for the time being fixed for the
purpose of this paragraph by or in accordance with AIA’s articles of association on
money borrowed from any member or any branch;
d)
the payment of reasonable and proper rent for premises demised or let by any member
or branch;
e)
the provision of a grant or other financial assistance to a member or branch for the
purpose of enabling that member or branch to perform or carry out activities that could
lawfully be performed or carried out by AIA for the purpose of attaining its objects as
set out in clause 3 of this memorandum.
7.3
Notwithstanding anything in sub-clauses (1) and (2) of this clause:
a)
no director shall hold any office of AIA remunerated by salary, wages or fees; and
b)
no remuneration or other benefit in money or money’s worth shall be paid or given by
AIA to any director except repayment of out-of-pocket expenses and such payments
by way of interest or rent as are referred to in sub-clause (2) (d) or (2) (e) of this
clause.
7.4
All payments made pursuant to sub-clause (3) (b) of this clause must be approved by the
National Board.
8.
Limited Liability
The liability of the members is limited.
9.
Contributions on Winding up
Each member undertakes to contribute to the assets of AIA, in the event of AIA being wound
up while that member remains a member of AIA or within one year after he or she ceases to
be such a member, such amount as may be required, not exceeding $1.00, for payment of the
debts and liabilities of AIA (contracted before it ceases to be such a member) and of the costs,
charges and expenses of winding up and for the adjustment of the rights of the contributories
among themselves.
10.
Distribution of Assets on Winding Up
10.1
If, on the winding-up or dissolution of AIA, there remains after satisfaction of all its debts and
liabilities, any property whatever, that property shall not be paid to nor distributed amongst
members but shall:
a)
if the laws in force in New South Wales permit, be distributed to Amnesty
International, a company limited by guarantee and incorporated in England; or
b)
if the laws in force in New South Wales do not permit or if there is no longer any such
company, be distributed to some organisation or organisations determined by the
Amnesty International Australia
Memorandum of Association
Page
8 of 65
International Board, being an organisation or organisations which has or have objects
that are the same, or that are in substance the same, as the objects of AIA and whose
memorandum of association or constitution prohibits, or whose memoranda of
association or constitutions prohibit, the distribution of its or their income and
property among its or their members to an extent at least as great as is imposed on
AIA under or by virtue of clause 7 of this memorandum.
10.2
The institution or institutions referred to in sub-clause (1) of this clause shall be determined
by the members at or before the time of dissolution.
10.3
In default of a distribution under sub-clause (1) of this clause, the property referred to in that
sub-clause shall be distributed in accordance with an order or judgment of the Supreme Court
of New South Wales determining the manner in which the property is to be distributed.
i
AMNESTY INTERNATIONAL AUSTRALIA
ACN 002 806 233
A Company Limited by Guarantee
_____________________________
ARTICLES OF ASSOCIATION
____________________________
Table of contents
Clause
Page
1
Preliminary
i
1.1
Definitions and interpretation
i
1.2
Application
of the Corporations Act
iii
1.3
Exercise of powers
iii
2
Membership
v
2.1
Admission of members
v
2.2
Power to decline admission of members
v
2.3
Annual Membership Fee
v
2.4
Cessation of membership
v
2.5
Expulsion and suspension of members
vi
2.6
Membership not transferable
vii
2.7
Register of members
viii
2.8
Branch
membership
viii
3
General Meetings
ix
3.1
Convening of General Meetings of AIA
ix
3.2
Notice of General Meeting of AIA
ix
3.3
Documents to be laid before an annual General Meeting of AIA
xi
3.4
Quorum at General Meetings of AIA
xi
3.5
Chairperson of General Meetings of AIA
xii
3.6
Conduct of General Meetings of AIA
xiii
3.7
Resolutions for consideration at a General Meeting of AIA
xiv
3.8
Decisions at General Meetings of AIA
xiv
3.9
Voting rights of AIA Members
xv
3.10 Representation at General Meetings of AIA
xvi
3.11 Appointment and removal of AIA Auditor
xvii
3.12 Convening of Branch General Meetings
xviii
3.13 Notice of Branch
General Meeting
xix
3.14 Documents to be laid before an annual Branch General Meeting
xx