Constitution Part 1 Objects

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Companies (New South Wales) Code

A COMPANY LIMITED BY GUARANTEE

MEMORANDUM AND ARTICLES OF ASSOCIATION

OF

PERMACULTURE INTERNATIONAL LIMITED

Address at time of Incorporation:

113 Enmore Road, Enmore 2042

 

Last updated July 24, 2011

Please refer to Appendix for notes on constitutional changes.
New South Wales Companies (New South Wales) Code

A Company Limited by Guarantee

MEMORANDUM OF ASSOCIATION

1. The name of the company is Permaculture International Limited (hereinafter called “the company”)

2. The objects for which the company is established are:

a. to promote the wise utilisation of the ecological, agricultural, horticultural, silvicultural, viticultural, aquacultural, social, residential and economic resources of Australia and elsewhere through education, information dissemination and consultation and in particular through the theoretical and practical application of Permaculture design principles

b. Solely for the purpose of carrying out the aforesaid objects and not otherwise

 i.     To hold or arrange competitions and provide or contribute towards the provision or prizes, awards and distinctions in connection therewith.

Provided that no members of the company shall receive any prize, award or distinction of monetary value except as a successful competitor at any competition held or promoted by the company

ii.     To subscribe to, become a member of and co-operate with or amalgamate with any other association or organisation, whether incorporated or not, whose objects are similar to those of the company

Provided that the company shall not amalgamate with any association or organisation which does not prohibit the distribution of its income and property among its members to an extent at least as great as that imposed on the company under or by virtue of Clause 3 (three) of this memorandum.

iii.     To buy, sell and deal in all kinds of apparatus and all kinds of provisions, liquid and solid, required by the members of the company or persons frequenting the company’s premises.

iv.     To purchase, take on, lease or in exchange, hire and otherwise acquire any lands, buildings, easements or property, real and personal and any rights or privileges which may be requisite for the purposes of, or capable of being conveniently used in connection with, any of the objects of the company.

Provided that in case the company shall take or hold any property which may be subject to any trusts the company shall only dealt with the same in such manner as is allowed by law having regard to such trusts.

v.     To enter into any arrangements with any Government or authority, supreme, municipal, local or otherwise, that may seem conducive to the company’s objects or any of them and to obtain from any such Government or authority any rights, privileges and concessions which the company may think it desirable to obtain: and to carry our exercise and comply with any such arrangements, rights, privileges and concessions

vi.     To appoint, employ, remove or suspend such managers, clerks, secretaries, workers and other persons as may be necessary or convenient for the purposes of the company

vii.     To establish and support or aid in the establishment and support of associations, institutions, funds, trusts and conveniences, calculated to further the company’s objects including to benefit employees or past employees of the company or the dependants or connections of any such persons; and to grant pensions and allowances; and to make payments towards insurance, and to subscribe or guarantee money for charitable or benevolent objects or for any public, general or useful object.

viii.     To construct, improve, maintain, develop, work, manage, carry out, alteration or control thereof.

ix.     To invest and deal with the money of the company not immediately required in such manner as the directors may think fit.

x.     To borrow or raise or secure the payment of money in such manner as the company may think fit, and to secure the same or the repayment or performance of any debt, liability, contract, guarantee or other engagement incurred or to be entered into by the company in any way and in particular by the issues of debentures perpetual or otherwise charged upon all or any of the company’s property (both present and future), and to purchase, redeem or pay off such securities.

xi.     To make, draw, accept, endorse, discount, execute and issue promissory notes, bills of exchange, bills of lading and other negotiable or transferable instruments.

xii.     To sell, improve, manage, develop, exchange, lease, dispose of, turn to account or otherwise deal with all or any part of the property and rights of the company

xiii.     To take or hold mortgages, liens and charges to secure payment of the purchase price of any unpaid balance of the purchase price, of any part of the company’s property of whatsoever kind sold by the company or any money due to the company from the purchasers and others.

xiv.     To take any gift of property whether subject to any special trust or not for any one or more the objects of the company but subject always to the provision in paragraph(iv) of this clause two

xv.     To print and publish any newspapers, periodicals, books or leaflets that the company may think desirable for the promotion of its objects

xvi.     To purchase or otherwise acquire and undertake all or any part of the property, assets, liabilities and engagements of any one or more of the companies, institutions, societies or associations with which the company is authorised to amalgamate

xvii.     To transfer all or any part of the property, assets, liabilities and engagements of the company to any one or more of the companies, institutions, societies or associations with which the company is authorised to amalgamate

xviii.     To make donations for charitable purposes

xix.     To provide education, demonstration and experimental learning facilities and in particular to provide such facilities fo people in needy circumstances.

xx.     The powers set forth in Sub-section 67(1) of the companies (New South Wales) Code shall not apply to the company except in so far as they are included in this clause two.

3. The income and property of the company whencesoever derived, shall be applied solely towards the promotions of the objects of the company and no portion thereof shall be paid or transferred, directly or indirectly by way of dividend, bonus or otherwise, to the members of the company.

Provided that nothing herein contained shall prevent the payment in good faith of remuneration to any officers of the company or to any member of the company in return for any services actually rendered to the company or for goods supplied in the ordinary and usual way of business nor prevent the payment of interest at a reasonable rate to any members of the company or reasonable and proper rent for premises demised or let by any member of the company

4. The liability of the members is limited.

5. Every member of the company undertakes to contribute to the property of the company in the event of the same being wound up while a member, or within one year after ceasing to be a member, for the payments of the debts and liabilities of the company (contracted before ceasing to be a member) and of the costs, charges and expenses of winding up and for the adjustment of the rights of the contributories among themselves, such amount as may be required, not exceeding fifty dollars ($50)

6. If upon the winding up or dissolution of the company there remains, after satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to or distributed among the members of the company, but shall be given or transferred to some other institute or institutions having objects similar to the objects of the company and whose Memorandum of Association or constitution shall prohibit the distribution of its or their income and property among its or their members under or by virtue of this clause three hereof, such institution or institution to be determined by the members of the company at or before the time of dissolution and in default thereof by application to the Supreme Court for determination

7. True accounts shall be kept of the sums of money received and expended by the company and the matter in respect of which such receipt and expenditure takes place, and of the property, credits and liabilities of the company and, subject to any reasonable restrictions, as to the time and manner of inspecting the same that may be imposed in accordance with the Articles of Association for the time being in force shall be open to the inspection of the members.  Once at least in every year, the accounts shall be examined by one or more properly qualified Auditor or Auditors who shall report to the members in accordance with the provisions of the Code.

8. The names, addresses and occupations of the subscribers are as follows:

(NB:  to protect privacy of the founding directors only their names are listed here and other details have been deleted)

  • Rosemary Morrow
  • Denise Elaine Sawyer
  • Robyn Francis
  • Robert Rosen
  • Grahame Ward Somerset

We, the several persons whose names and addresses are subscribed are desirous of being formed in a company in pursuance of the Memorandum of Association

Dated this Eighth day of September 1987

9.

(1) Permaculture International shall establish a public fund, to be known as the Permaculture International Public Fund, under the rules and constitution of Permaculture International for the purposes of receiving gifts of money and property to be used to further the objects of the company as set out in clause 2, above.

(2) The Permaculture International Public Fund must comply with section 78AB of the Commonwealth Income Tax Assessment Act, 1936.

 

APPENDIX 1 TO THE MEMORANDUM OF ASSOCIATION OF

PERMACULTURE INTERNATIONAL LIMITED

AMENDMENTS

 

Clause 9

Amended by Special Resolution at the Annual General Meeting, 31 August 1997.

“Insert a new clause 9:

(1) Permaculture International shall establish a public fund, to be known as the Permaculture International Public Fund, under the rules and constitution of Permaculture International for the purposes of receiving gifts of money and property to be used to further the objects of the company as set out in clause 2, above.

(2) The Permaculture International Public Fund must comply with section 78AB of the Commonwealth Income Tax Assessment Act, 1936.”

 

 

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