Constitution of
AgriUT Foundation Limited

ACN 650 614 190

Company

Nature of Company

1. The Company is a not-for-profit public Company limited by Guarantee which is established to be, and to continue as, a charity.

Name

2. The name of the Company is AgriUT Foundation Limited (Company).

Limited Liability

3. The liability of Members is limited to the amount of the Guarantee.

Guarantee

4. Each Member must contribute an amount of not more than $2 (Guarantee) to the property of the Company if the Company is wound up while the Member is a Member, or within 12 months after they stop being a Member which contribution is required to pay for the:

      4.1 debts and liabilities of the Company incurred before the Member stopped being a Member, or

      4.2 costs of winding up.

Registered Office

5. The Registered Office of the Company will be at 322 Glen Osmond Road, Myrtle Bank in the state of South Australia or such other place as shall be resolved by the Directors and notified to ASIC from time to time.

Amendment

6. Subject to clause 7, the Members may amend this Constitution by passing a special resolution.

7. The Members must not pass a special resolution that amends this Constitution if passing it causes the Company to breach the requirements of the Australian Charities and Not for Profit Commission such that this Company would not longer be eligible to be registered as a Charity. For the avoidance of doubt any purported resolution which might obviate the charitable status of the Company after registration shall be void ab inito.

Definitions and Interpretation

Definitions

8. In this Constitution, unless otherwise stated or inconsistent with the context:

      8.1 ACNC Act means the Australian Charities and Not-for-profits Commission Act 2012(Cth);

      8.2 Accounting Period means:

                (a) the period from the date of establishment of the Company to the following 30 June; and

                (b) thereafter each period commencing on 1 July each year and ending on the earlier of 30
                      June of the following year or the deregistration of the Company;

      8.3 Act means the Corporations Act 2001(Cth) and all regulations thereunder as amended fromtime to time;

      8.4 ASIC means the Australian Securities and Investments Commission or any successor to that body and whether or not the body changes its name;

      8.5 Board means as at the date hereof the Directors and at any other time the persons appointed as Directors in accordance with Clause 79 to 81.

      8.6 Circular Resolution means a resolution made or refused by the Members without a General Meeting being held;

      8.7 Company means the Company known as AgriUT Foundation Limited of which this is the Constitution;

      8.8 Constitution means the Constitution of the Company known as AgriUT Foundation Limited contained in this document as amended, modified or replaced from time to time;

      8.9 Deductible Gift Recipient bears the same meaning that term has in the Income Tax Assessment Act 1997at this time and from time to time;

      8.10 Director means a Director of the Company but does not, except to such extent as may be required by the Act, include a person defined in Section 9 of the Act, who is not a person appointed as and holding the office of, a Director in accordance with this Constitution;

      8.11 Fund means the AgriUTFund to be established in accordance with clause 120 of this Constitution;

      8.12 General Meeting means a General Meeting held in accordance with clauses 36 to 39 or the annual General Meeting held in accordance with clauses 42 to 45.

      8.13 Guarantee means the amount contributed or to be contributed by a Member in accordance with clause 4;

      8.14 Initial Member means a person who is named in the application for registration of the Company, with their consent, as a proposed Member of the Company;

      8.15 Jurisdiction means South Australia;

      8.16 Mediator means a person:

                (a) agreed upon by the parties to a dispute; or

                (b) in default of such agreement nominated by the then president of the Law Society of
                     South Australia.

      8.17 Member means a person registered as a member of the Company;

      8.18 Members’ Statement means a statement concerning a Members’ Resolution or other matter relevant to a General Meeting proposed by Members with at least 5% of the votes that may be cast at a General Meeting under the terms of Clause 60;

      8.19 Members’ Resolution means a resolution proposed by Members with at least 5% of the votes that may be castat a General Meeting under the terms of Clause 60;

      8.20 Objects means the objects of the Company as set out in clause 10;

      8.21Quorum means:

                (a) in respect of Members -at least 2/3rds of all Members being present and able to vote;and

                (b) in respect of Directors –a majority (more than 50%) of Directorsor as otherwise
                      determined in accordance with clause 98.

      8.22 Special Resolution means a resolution to which at least 75% of the Members have resolved to agree; and

      8.23 Surplus Assets means any assets of the Company that remain after paying all debts and other liabilities of the Company, including the costs of winding up.

Interpretation

9. In this Constitution:

      9.1 the words ‘including’, ‘for example’, or similar expressions mean that there may be more inclusions or examples than those mentioned after that expression;

      9.2 reference to an act of parliament includes each amendment, re-enactment, or replacement of that act and any regulation or other subordinate legislation made under that act;

      9.3 a word or expression defined in the Act, or used in that Act has the same meaning in this Constitutionin relation to the same subject;

      9.4 the replaceable rules set out in the Act do not apply to the Company;

      9.5 subject to clause 9.6 the provisions of the ACNC Act override any clause in this Constitutioninconsistent with those provisions; and

      9.6 the Act overrides any clause in this Constitution which is inconsistent with the requirements of the Act.

Objects

10. The Objects of the Company are to:

      10.1 provide assistance to remote farmer communities;

      10.2 develop awareness of remote farmer communities;

      10.3 encourage and facilitate the adoption of technologies for sustainable farming;

      10.4 enable remote farmer communities to connect with the consumers who use their products;

      10.5 provide funds for the development of educational health and other facilities for remote farmer communities; and

      10.6 all activities associated with and incidental to provision of the above.

11. The income and property of the Company must be applied solely to the promotion of its objects as set out in this Constitution and cannot be paid or transferred directly or indirectly as a dividend bonus or other distribution to the Members orOfficers of the Company.

Powers

12. Subject to clause 10, the Company has the following powers, which may only be used to carry out its Objects:

      12.1 the powers of an individual; and

      12.2 all the powers of a company limited by guarantee under the Act.

Not-for-profit

13. The Companymust not distribute any income or assets directly or indirectly to its Members, except as provided in clause 14. Specifically the Company may not pay dividends to Members.

14. Clause 13 does not stop the Companyfrom in good faith:

      14.1paying a Member for goods or services they have provided or expenses they have properly incurred at fair and reasonable rates or rates more favourable to the Company; or

      14.2 providing reasonable and proper remuneration to any Member, Officer or employee of the Company for any services rendered to the Company in carrying out the Objects.

Members

Members and Register

15. TheMembers of the Companyare:

      15.1 the Initial Members; and

      15.2 any other person the Directors accept asa Member, in accordance with this Constitution.

16. The Company must establish and maintain a register of Members. The register of Members must be kept by the secretary and must containfor each current Memberand for each person who stopped being a Member in the last 7 years:

      16.1 name;

      16.2 address;

      16.3 any alternative address nominated by the Memberfor the service of notices;

      16.4 date the Memberwas entered on to the register; and

      16.5 date the Membership ended.

17. The Register must be available at the registered office between 9 am and 5pm each business day.

18. Information that is accessed from the Register of Members must only be used in a manner relevant to the interests or rights of Members.

Eligibility

19 .A person who supports the Objects is eligible to apply to be a Member of the Company under clause 20 provided that person has not been convicted of an indictable offence for which a term of more than two years imprisonment may be imposed.

Application

20. A person may apply to become a Member of the Company by writing to the Board stating that person’s:

      20.1 intention to become a Member;

      20.2 support for the Objects;

      20.3 agreement to comply with the Constitution; and

      20.4 consent to pay the Guarantee under clause 4 if required.

Board Discretion

21. The Board must consider each application for Membership within 21 days of receipt. If the Board approves the application, the secretary must within 10 working days:

      21.1 enter the new Member on the register of Members, and

      21.2 inform the new Member in writing ofthe date Membership commenced in accordance with clause 23.

22. If the Board rejects an application the applicant must be so informed in writing within 10 working days but no reason for the rejection need be provided.

23. Other than Initial Members, an applicant will become a Memberwhen they are entered on the register of Members.

Ending Membership

      24. A person immediately stops being a Memberif they:

      24.1 die;

      24.2 are wound up or otherwise dissolved or deregistered;

      24.3 resign in writing;

      24.4 are expelled under clause 31; or

      24.5 have not responded within three months to a written request from the Board to provide written confirmation of intent to remain a Member.

Disputes

Dispute resolution

25. A dispute under this Constitution includes a dispute between a Memberor Director and:

      25.1 one or more Members;

      25.2 one or more Directors; or

      25.3 the Company.

26. No Member may commence a dispute in relation to a matter which is the subject of a disciplinary procedure pursuant to clauses 31 to 35.

27. A dispute is commenced when the Board is informed in writing of the dispute. Those involved in adispute must try in good faith to resolve the disputewithin 14 days of commencement.

28. If the dispute isnot resolvedunder clause 27, theparties to the disputemust within 10 days:

      28.1 inform the Boardin writingthat the dispute is not resolved;

      28.2 agree upon or request a Mediator be appointed; and

      28.3 subsequently attempt in good faith to settle the dispute by mediation.

29. A Mediator must:

      29.1 not have a personal interest in the dispute;

      29.2 arrange meetings of the parties in the place determined by the Mediator;

      29.3 be paid by all parties to the dispute in equal shares; and

      29.4 ensure that those involved are each given an opportunity to present their case.

30. Any party to this Constitution who commences proceedings under this Constitution within 60 days of the appointment of a Mediator is in breach of their obligations under this Constitution and will be liable to each other party in damages.

Disciplinary Procedures

31. The Boardmay warn, suspend or expel a Memberfrom the Companyif the Directors consider the Member:

      31.1 has breached this Constitution; or

      31.2 is causing, has caused, or is likely to cause harm to the Company.

32. At least 14 days before theDirectors’ meeting at which a resolution under clause 31 will be considered, the Board must notify the Memberin writing:

      32.1 that the Board is consideringaction against theMember under this clause 32;

      32.2 the date of the Directors’ meeting at which this action is to be considered;

      32.3 the basis for the resolution proposed;

      32.4 the nature of the resolution proposed; and

      32.5 that the Membermay provide anexplanation to the Board in writing.

33. The Board must consider any written explanation provided under clause 32, before making a resolution which will be to:

      33.1 take nofurther action;

      33.2 warn the Member in writing;

      33.3 suspend the Member’s rights as a Memberfor a period of up to12 months;

      33.4 expel the Member;

      33.5 refer the decision to an independent solicitor to be engaged by the Company for advice; or

      33.6 require the matter to be determined at a General Meeting.For the avoidance of doubt the Board may notfine a Member.

34. The secretary must give written notice to the Member of a decision made under clause 33 within 5 working days.

35. The Company has no liability for any loss or injury suffered by a Member as a result of any decision made in good faith under clause 33.

General Meetings

General Meetings

36. The Directors may call a General Meeting.

37. Members with at least 5% of the votes that may be cast at a General Meetingmay make a written request to the Board thata General Meetingbe heldandthe Directors must:

      37.1 within 21 days of the request, give notice of a General Meeting;and

      37.2 within 60 days of the request hold the General Meeting.

38. The percentage of votes aMembers hasis determinedas at midnight on the day prior to the day therequest is presented to the Board.

39. Members who request a General Meetingmust:

      39.1 state in writingany resolution to be proposed at the meeting;

      39.2 sign the request; and

      39.3 provide the request to the Board.

40. If the Directors do not call the meeting within 21 days of a request under clause 37 the Members makingthe request may call and arrange a General Meeting. The Members must:

      40.1 follow the procedures for General Meetings set out in this Constitution;

      40.2 call the meeting providing notice to the Members on the Company’s Member register, which the Company must provide to requesting Members at no cost; and

      40.3 hold the General Meetingwithin three months after the request was given to the Company.

41. The Companymust reimburse any reasonable expenses incurred by a Member under clause 40.

Annual General Meeting

42. A General Meeting, called the Annual General Meeting, must be held:

      42.1 within 18 months after registration of the Company; and

      42.2 subsequently, at least once in every calendar yearwithin five months of the end of the financial year.

43. The business of an Annual General Meetingmay include:

      43.1 a review of the Company’s activities;

      43.2 a review of the Company’s finances;

      43.3 any auditor’s report;

      43.4 election of Directors; and

      43.5 the appointment and payment of auditors, if any.

44. Subject to Clause 47.1, at least 21 days prior tothe annual General Meeting, the Board must reportto each Member on the Company’s activities and finances during the period since the last annual General Meeting.

45. Each Member may query orcommenton the management of the Companyat an annual General Meeting and the Board will respond with information available to the Board.

Notice of General Meetings

46. Notice of a General Meetingmust be given to:

      46.1 each Memberentitled to vote at the meeting;

      46.2 each Director; and

      46.3 the auditor (if any).

47. Notice of a General Meetingmust be provided in writing at least 21 days before the meeting unless:

      47.1 for an annual General Meeting, all Members entitled to attend and vote at consent to a shorter notice period; or

      47.2 for any other General Meeting, Members with at least 95% of the votes that may be cast at the meeting consent to a shorter notice period.

48. Notice of a meeting cannot be provided less than 21 days before the meeting if a resolution will be moved to:

      48.1 remove a Director;

      48.2 appoint a Directorin order to replace a Directorwho was removed;or48.3remove an auditor.

49. Notice of a General Meetingmust include:

      49.1 the place, date and time for the meeting and if the meeting is to be held in two or more places, the technology that will be used to facilitate this;

      49.2 the general nature of the meeting’s business;

      49.3 details of anySpecial Resolution to be proposed;

      49.4 details of any expected Directorvacancies, andif more than one, notice that a resolution is to be proposedto vote on them together;

      49.5 information on the Members’ rights toappoint proxies and thatat least 48 hours the proxy form must be delivered to the Company at its registered address or the electronic address specified in the notice of meeting.

50. If a General Meetingis adjourned for over 30 days, new notice must be given.

Quorum

51. At a General Meetinga Quorum must be present in person, by proxy or by representative for the whole meeting. No business may be conducted at a General Meetingif a Quorumis not presentand ifthere is no Quorumpresent within 30 minutes after the starting time stated in the notice of General Meeting, the General Meetingis adjournedto:

      51.1 the same day in the next week;

      51.2 at the same time; and

      51.3 at the same place.

52. If no Quorumis present within 30 minutes after the starting time of a resumed meeting the meeting is cancelled.

Auditor’s right to attend meetings

53. The auditor is entitled to attend any General Meetingand to be heard by Members on any business of the meeting relevant tothe auditor in the capacity of auditor.

54. The Companymust give the auditorany communications relating to the General Meetingthat a Memberof the Companyis entitled to receive.

Representatives of Members

55. An incorporated Membermay appoint a representativeindividual to represent the Member at meetings and to sign circular resolutions provided the appointment:

      55.1 is in writing;

      55.2 includes the name of the representative;

      55.3 is signed on behalf of the Member;

      55.4 shall be for the period detailed on the notice, which may be indefinite; and

      55.5 is given to the Companyprior to the commencement ofthe first meeting at which that representative is to attend.

56. A representative has all the rights of a Memberrelevant to the purposes of the appointment.

Technology

57. The Companymay hold a General Meetingat two or more venues using any technology that gives eachMembera reasonable opportunityto:

      57.1 participate;

      57.2 hear; and

      57.3 be heard and any person using such technology is considered presentat the meeting.

Chairperson

58. The Members present and entitled to vote at a General Meeting may choose a Director or Member to be the chairperson for that meeting. The Chairperson is responsible for the conduct of the General Meeting. The chairperson does not have a casting vote.

Adjournment

59. If a Quorumis present, a General Meetingmust be adjourned if a majority of Members present direct the chairperson to adjourn it. Only unfinished business may be dealt with at a meeting resumed after an adjournment.

Members’ resolutions and statements

60. Members may givewritten notice to the Company of aMembers’ Resolutionor a Members’ Statementwhich must:

      60.1 set out the wording of the proposed Members’ Resolution or Members’ Statementand be signed by the proposing Members; and

      60.2 be considered at the next General Meeting held more than two months after the notice is given.

61. This clause does not limit any other right that a Memberhas to propose a resolution at a General Meeting.

62. If the Companyhas been given a notice or request under clause 60:

      62.1 in time to send the notice of proposed Members’ Resolution or Members’Statement to Members with a notice of meeting, it must do so at the Company’s cost; or

      62.2 too late to send the notice of proposed Members’ Resolution or Members’ Statement to Members with a notice of meeting, then the proposing Members must pay all reasonable expenses incurred by the Company in giving Members notice unless at a General Meeting, the Members resolve that the Company will pay these expenses.

63. The Companyneed notsend the notice of proposed Members’ Resolution or a copy of the Members’statement to Members if:

      63.1 it is more than 1,000 words long;

      63.2 the Directors consider it may be defamatory;

      63.3 clause 62.2 applies, and the Companyhas not received sufficient funds; or

      63.4 in the case of a proposed Members’ Resolution, the resolution does not relate to a matter that may be properly considered at a General Meeting or is otherwise not a valid resolution able to be put to the Members.

Circular resolutions of Members

64. Subject to clause 65, the Directors may put a Circular Resolution to the Membersby postage or by electronic mail and must immediately notify the auditor settingout the wording of the resolution.

65. Circular Resolutions cannot be used:

      65.1 for a resolution to remove an auditor, appoint a Directoror remove a Director;

      65.2 for passing a special resolution; or

      65.3 where the Act or this Constitutionrequires a meeting to be held.

66. A Circular Resolution is passed if all the Members entitled to vote on the resolution sign or agree to the Circular Resolution, in the manner set out in this Constitution.

67. Members may sign:

      67.1 a single document setting out the Circular Resolution and containing a statement that they agree to the resolution, or

      67.2 separate copies of an identical Circular Resolution.

Voting

68. At a General Meeting:

      68.1 each Memberhas one vote;

      68.2 a Member may only challenge a person’s right to vote at themeetingnot after the meeting and if there is a challenge the Chairperson’s decision is final;

      68.3 voting must be conducted and decided by:

            68.3.1 a show of hands, in which case the Chairperson’s count is final;

            68.3.2 a vote in writingif demanded; or

            68.3.3 another method chosen by the chairperson; and

      68.4 the Chairperson must state whether any proxy votes have been received and, if so, how the proxy votes will be castbefore a vote is called.

69. A vote in writingmay be demanded on any resolution instead of or after a vote by a show of hands by:

      69.1 at least two Members present; or

      69.2 the Chairperson; and

      69.3 must be held immediately if it is demanded under this clause 69:

            69.3.1 for the election of a chairperson under clause 58; or

            69.3.2 to decide whether to adjourn the meeting.

Proxy

70. A Membermay appoint a proxy to attend and vote at a General Meetingon their behalf. The proxy so appointedhas, tothe extent allowed by the appointment,the same rights as the Memberto:

      70.1 speak at the meeting;

      70.2 vote in a vote in writing; and 70.3 demand a vote in writing under clause 69.

71. An appointment of proxy must be signed by the appointing Memberand must contain:

      71.1 the Member’s name and address;

      71.2 the Company’s name;

      71.3 the proxy’s name or the name of the office held by the proxy; and

      71.4 the term of the appointment which may be indefinite.

72. Proxy forms must be received by the Companyat the address stated in the notice under clause 49.5 or at the Company’s registered address at least 48 hours before a meeting.

73. A proxy does not have the authority to speak and vote for a Memberif the Member is present.

74. Unless the Companyreceives written notice before the start or resumption of a General Meetingat which a proxy votes, a vote cast by the proxy is valid even if, before the proxy votes, the appointing Member:

      74.1 dies;

      74.2 is mentally incapacitated;

      74.3 revokes the proxy’s appointment; or

      74.4 revokes the authority of a representative or agent who appointed the proxy.

75. A proxy appointment mayspecify the way the proxy must vote on a particular resolution.

76. When a vote in writing is held, a proxy:

      76.1 does not need to vote, unless the proxy appointment specifies the way they must vote;

      76.2 if the way they must vote is specified on the proxy form, must vote that way; and

      76.3 if the proxy is also a Member or holds more than one proxy, may cast the votes held in different ways.

Directors

77. The Company must have at least three Directorsat all times.

Election and appointment of Directors

78. The initial Directors are the Initial Memberswho have agreed to act as Directors and who are named as proposed Directors in the application for registration of the Company.

79. Apart from the initial Directors and Directors appointed under clause 81, the Members may elect a Director by a resolution passed in a General Meeting. Each Director must be appointed by a separate resolution.

80. A person is eligible for election as a Directorof the Companyifthe person:

      80.1 is a Memberor representative of a Memberof the Company;

      80.2 is nominated by a Memberentitled to vote;

      80.3 gives the Companysigned consent to act as a Director; and

      80.4 iseligible to be a Directorunder both the Act andthe ACNC Act.

81. The Directors may appoint a person as a Directorto fill a casual vacancy or as an additional Directorif that person:

      81.1 is a Memberor representativeof a Memberof the Company;

      81.2 gives the Companytheir signed consent to act as a Director; and

      81.3 is eligible to be a Directorunder both the Act andthe ACNC Act.

82. If the number of Directors is reduced to fewer thanthree, the continuing Directors may act for the purpose of increasing the number of Directors to three or calling a General Meeting, but for no other purpose.

Term of office

83. At each annual General Meetingany Director appointed by the Directors to fill a casual vacancy or as an additional Director must retire.

84. Other than a Directorappointed under clause 81, a Director’s term of office starts at the end of the annual General Meetingat which he or she iselected and ends at the end of the annual General Meetingat which he or she retires.

85. Each Directormust retire at least once every nine years.

86. A Directorwho retires under clause 83 or clause 85 may nominate for election or re-election, subject to clause 80.

When a Director stops being a Director

87. A Director stops being a Director if they:

      87.1 give written notice of resignation as a Director to the Company;

      87.2 die;

      87.3 are removed as a Director by a resolution of the Members;

      87.4 stop being a Memberof the Company;

      87.5 are a representative of a Member, and that Memberstops being a Member;

      87.6 are a representative of a Member, and the Membernotifies the Companythat the representative is no longer a representative;

      87.7 are absent for three consecutive Directors’ meetings without Board approval; or

      87.8 become ineligible to be a Director of the Companyunder the Act or the ACNC Act.

Powers of Directors

Powers of Directors

88. The Directors:

      88.1 are responsible for managing and directing the activities of the Company to achieve the Objects;

      88.2 may use all powers of the Company other than those reserved for Members under the Act;

      88.3 must decide on the responsible financial management of the Company including:

            88.3.1 suitable written delegations of power under clause 88.5; and

            88.3.2 how money will be managed, including authorisation ofelectronic transfers, negotiable instruments andcheques; and

      88.4 may only be removed by a Members’ resolution at a General Meeting;

      88.5 may delegate any of their powers and functions to a committee, a Director, an employee of the Company or any other person, as they consider appropriateprovided only that the delegation is recorded in the Company’s minute book.

Payments to Directors

89. The Company must not pay fees to a Director for acting as a Director but may:

      89.1 pay a Directorfor work they do for the Company, other than as a Director, if the amount is in good faith a reasonable fee for the work done;

      89.2 pay premiums for insurance indemnifying Directors, as allowed for by law and under the Act; or

      89.3 reimburse a Directorforexpenses properly incurred by the Directorin connection with the affairs of the Companyif unanimously approved by the Board.

Execution of documents

90. The Company may execute a document without using a common seal if the document is signed by:

      90.1 two Directors of the Company, or

      90.2 a Director and the secretary.

Duties of Directors

Duties of Directors

91. The Directors must comply with their duties as Directors under legislation and common law,and with the duties described in governance standard 5 of the regulations made under the ACNC Act which include:

      91.1 to exercise powers and discharge duties with the degree of care and diligence a reasonable individual would exercise if he or shewere a Directorof the Company;

      91.2 to act in good faith in the best interests of the Companyand to further the Objects;

      91.3 not to misuse their position or information obtained as a Directorfor personal benefit;

      91.4 to disclose any perceived or actual material conflicts of interest in the manner set out in clause 92;

      91.5 to ensure the financial affairs of the Companyare managed responsibly;and91.6not to allow the Companyto operate while insolvent.

Conflicts of interest

92. A Directormust disclose the nature and extent of any actual or perceived material conflict of interest in anymatter being considered at a meeting of Directors or proposed in a circular resolution:

      92.1 to the other Directors; or

      92.2 if all of the Directors have the same conflict of interest, to the Members at the next General Meeting, or at an earlier time if reasonable to do so.

93. The disclosure of a conflict of interest by a Director must be recorded in the minutes of the meeting.

94. Each Director who has a material personal interest in a matter being considered must notbe present at the meeting while the matter is being discussed or vote on the matterunless:

      94.1 the interest arises asa Memberof the Companyand eachother Memberhasthe same interest;

      94.2 the interest relates to an insurance contract that insures, or would insure, the Directoragainst liabilities that the Directorincurs as a Directorof the Company;

      94.3 the interest relates to a payment by the Companyunder clause 129 (indemnity), or acontract relating to an indemnity allowed under the Act;

      94.4 the Australian Securities and Investments Commission makes an order allowing the Directorto vote on the matter; or

      94.5 the Directors who do not have a material personal interest in the matter pass a resolution that:

            94.5.1 identifies the Director, the nature and extent of the interest in the matter and how it relates to the affairs of the Company; and

            94.5.2 indicatesthose Directors are satisfied the interest should not stop the Director from voting or being present.

Directors’ meetings

95. The Directors may decide how often, where and when they meet.

Calling Directors’ meetings

96. A Directormay call a Directors’ meeting by giving reasonable notice to all of the other Directorsin writing or by any other means of communication previouslyagreed by all of the Directors.

Chairperson

97. The Directors at a Directors’ meeting may choose a Directorto be the chairperson for that meeting.

Quorum

98. Unless the Directors determine otherwise, the Quorum for a Directors’ meeting is all of theDirectors. A Quorum must be present for the whole Directors’ meeting.

Technology

99. The Directors may hold their meetings by using any agreed to by all of the Directors. This agreement may be ongoing. A Directormay only withdraw his or her consent to the use of electronic media if he or she does so at least 45 days before a meeting.

Resolutions

100. A Directors’ resolution must be passed by a majority of the votes cast by Directors present and entitled to vote on the resolution.

Circular Resolutions

101. The Directors may pass a circular resolution without a Directors’ meeting being held.

102. A circular resolution is passed if all the Directors entitled to vote on the resolution sign or otherwise agree to the resolution in the manner set out in clause 103 or clause 104.

103. Each Directormay sign:

      103.1 a single document setting out the resolution and containing a statement that they agree to the resolution, or

      103.2 separate identical copies of that document.

104. The Companymay send a circular resolution by email to the Directors and the Directors may agree to the resolution by sending a reply email to that effect, including the text of the resolution in their reply.

105. A circular resolution is passed when the last Directorsigns or otherwise agrees to the resolution in the manner set out in clause 103 or clause 104.

Secretary

Appointment and role of secretary

106. The Companymust have at least one secretary, who may also be a Director.

107. A secretary must be appointed by the Directors and may be removed by the Directors. He or she must provide the Company with his or her signed consent to the appointment.

108. The Directors must decide the terms and conditions under which the secretary is appointed, including any remuneration.

109.The role of the secretary includes:

      109.1 maintaining a register of the Company’s Members; and

      109.2 maintaining the minutes and other records of General Meetings (including notices of meetings), Directors’ meetings and circular resolutions.

Minutes and records

Minutes and records

110. The Company must, within one month, make and keep the following records:

      110.1 minutes of proceedings and resolutions of General Meetings;

      110.2 minutes of circular resolutions of Members;

      110.3 a copy of a notice of each General Meeting; and

      110.4 a copy of a Members’ Statement;

      110.5 minutes of proceedings and resolutions of Directors’ meetings; and

      110.6 minutes of circular resolutions of Directors.

111. To allow Members to inspect the Company’s records:

      111.1 the Companymust give a Memberaccess to the records set out in clause 110; and

      111.2 the Directors may authorise a Memberto inspect other records of the Company, including records referred to in clause 110 and clause 114.

112. The Directors must ensure that minutes of a General Meetingor a Directors’ meeting are signed within a reasonable time after the meeting by:

      112.1 the chairperson of the meeting; or

      112.2 the chairperson of the next meeting.

113. The Directors must ensure that minutes of the passing of a circular resolution e signed by a Directorwithin a reasonable time after the resolution is passed.

Financial and related records

114. The Company must make and keep written financial records that:

      114.1 correctly record and explain its transactions and financial position and performance; and

      114.2 enable true and fair financial statements to be prepared and to be audited.

115. The Companymust also keep written records that correctly record its operations.

116. The Companymust retain its records for at least 7 years.

117. The Directors must take reasonable steps to ensure that the Company's records are kept safe.

By-laws

118. The Directors may pass a resolution to make by-laws to give effect to this Constitution.

119. Members and Directors must comply with by-laws as if they were part of this Constitution.

Fund

120. The Company will establish and maintain a public fund to be called AgriUT Foundation for the specific purpose of supporting the Objects of theCompanysubject to the following:

      120.1 the Fund will be established to receive all gifts of money or property for the specific purpose of supporting the Objects of the Company and any money received because of such gifts must be credited to thebank accountof the Fund;

      120.2 the Fund mustnot receive any other money or property into its bank account and it must comply with subdivision 30-E of the Income Tax Assessment Act 1997 as amended at all times;

      120.3 the Company agrees to comply with any rules that the Treasurer and anyMinister withresponsibility for the regulation of Charitable bodies for the provision of overseas aid may make to ensure that gifts made to the Fund areonly used for its principal purpose;

      120.4 any allocation of funds or property to other persons or organisations will be made in accordancewith the established purposes of the Fund and not be influenced by the preference of thedonor;

      120.5 the Company undertakesto give the Treasurer and anyMinister withresponsibility for the regulation of Charitable bodies for the provision of overseas aid, within a reasonable period after the end of each financial year, statisticalinformation about gifts made to the Fund during that financial year; and

      120.6 in caseof the winding-up of the Fund, any surplus assets are to be transferred to another fundwith similar Objects that is endorsed as a Deductible Gift Recipient for the purpose of providing overseas aid.

121. The AgriUT Foundationwill be operated in accordance with the following rules:

      121.1 the objective of the Fund is to support the Company’s Objects;

      121.2 members of the public are invited to make gifts of money or property to the Fund for thefurtherance of the Objects;

      121.3 money from interest on donations, income derived from donated property, and moneyfrom the realisation of such property is to be deposited into the Fund;

      121.4 a separate bank account is to be opened to deposit money donated to the Fund,including interest accruing thereon, and gifts to it are to be kept separate from other funds of the Company;

      121.5 receipts are to be issued in the name of the Fund and proper accounting records and proceduresare to be kept and used for the Fund;

      121.6 the Fund will be operated on a not-for-profit basis; and

      121.7 a committee of management (Public Fund Management Committee) of no fewer thanthree natural persons will administer the Fund. The committee will consist of theCompany's Directors. A majority of the members of the committee are required to have adegree of responsibility to the wider community of Australia as defined in Taxation Ruling TR 95/27 Income Tax: public funds as amended or replaced from time to time.

Notice

122. Anything written to or from the Companyunder any clause in this Constitutionis written notice and is subject to clauses 46to50,unlessspecified otherwise.

123. Clauses 46to 50donot apply to a notice of proxy under clause 72.  

Notice to the Company

124. Written notice or any communication under this Constitutionmay be given to the Company, the Directors or the secretary by:

      124.1delivering it to the Company’s registered office;

      124.2 posting it to the Company’s registered office; or

      124.3 sending it to an email address or other electronic address notified by the Company to the Members as the Company’s email address or other electronic address.

Notice to Members

125. Written notice or any communication under this Constitution may be given to a Member:

      125.1 in person;

      125.2 by posting it to, or leaving it at the address of the Memberin the register of Members;

      125.3 sending it to the email or other electronic address, if any,nominatedby the Memberas an alternative address for service of notices; or

      125.4 if agreed by the Member, by notifying the Member at an email or other electronic address nominated by the Member, that the notice is available at a specified place or address.

126. If the Company does not have an address for the Member, the Company is not required to give notice in person.

127. A noticeis taken to be givenif:

      127.1 delivered in person, or left at a the recipient’s address, on the day it is delivered;

      127.2 sent by post, on the fourth day after it is posted with the correct payment of postage costs;

      127.3 sent by emailor other electronic method, on thebusiness day after it is sent; and

      127.4 given under clause 125.4, on the business day after the notification that the notice is available is sent.

Financial year

128. The Company's financial year is from 1 July to 30 June, unless the Directors pass a resolution to change the financial year.

Indemnity, insurance and access

Indemnity

129. The Companyindemnifies each Director and secretaryof the Companyout of the assets of the Company, to the greatest extentpossible under the law against all losses and liabilities, including costs, expenses and charges, incurred by that person as an officer of the Company. The indemnity is a continuing obligation and is enforceable even though that person is no longer Director of secretary.

Insurance

130. To the greatest extent permitted bylaw, if the Directors consider it appropriate, the Companymay pay or agree to pay a premium for a contract insuring a person who is or has been Director or secretaryof the Companyagainst any liability incurred bythe person as Director of secretaryof the Company.

Directors’ access to documents

131. A Director has a right of access to the financial records of the Company at all reasonable times.

Winding up

Surplus assets not to be distributed to Members

132. If the Companyis wound up, nosurplus assetmaybe distributed to a Member or a former Member of the Company, unless that Member or former Member is a charity described in clause 133.

Distribution of surplus assets

133. If the Companyis wound up or its endorsement as a Deductible Gift Recipient is revoked (whichever occurs first), any surplus of the following assets shall be transferred to another organisation with similar objects, and which is charitable at law, to which income tax deductible gifts may be made for the purposes of overseas aid:

      133.1 any gifts of money or property made for the principal purpose or Objects of the Company;

      133.2 any contributions made in relation to an eligible fundraising event held for the principal purpose or Objects of the Company;

      133.3 all money received by the Company because of such gifts and contributions.

The decision as to the charity or charities to be given the surplus assets must be made by a Special Resolution of Members at or before the time of winding up or immediately after the time at which endorsement as a Deductible Gift Recipient is revoked. If the Members do not make this decision, the Company may apply to the Supreme Court to make this decision.