MEMORANDUM OF ASSOCIATION

THE AUSTRALASIAN MENOPAUSE SOCIETY INCORPORATED

1. The name of the Society is The Australasian Menopause Society Incorporated (hereinafter called "the Society").

2. The Mission of The Australasian Menopause Society is to improve the quality of life of women during and after the menopause.

3. The objects for which the Society is established are:
a) To promote the study of all aspects of the menopause and the application of that knowledge.
b) To promote the discussion of issues associated with the menopause.
c) To encourage multidisciplinary approaches to these issues.
d) To liaise with all relevant Colleges and Societies of the health profession.
e) To liaise with similar groups internationally.
f) To promote through information, education and communication an understanding of the menopause.
g) To encourage and support research into the menopause.
h) To ensure the objects of the society encompass national health goals that promote women's health by liason with governments, health agencies and relevant research organisations.
i) To liase with other organisations with similar objectives to the society.
j) To ensure dissemination of accurate information through the media.
k) To establish rules for membership of the society and to maintain a register of members of the society.

2. Solely for the purpose of carrying out the aforesaid objects and not otherwise the Society shall have power:
i)   To hold or arrange competitions and provide or contribute towards the provision of prizes, awards and distinctions in connection therewith.
Provided that no member of the Society shall receive any prize, award and distinction of monetary value except as a successful competitor at any competition held or promoted by the Society.
 ii) To subscribe to, become a member or and co-operate with or amalgamated with any other association or organisation, whether incorporated or not, whose objects are similar to those of the Society.
 Provided that the Society shall not subscribe to or support with its funds or 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 Society under or by virtue of Clause 3 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 Society or persons frequenting the Society's premises.
 iv) To purchase, take on lease or in exchange, hire and otherwise acquire any lands, building, easement 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 Society.
Provided that in case the Society shall take or hold any property which may be subject to any trusts the Society shall only deal 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 conductive to the Society's objects or any of them and to obtain from any such Government or authority any rights, privileges and concessions which the Society may think is desirable to obtain; and to carry out exercises and comply with any such arrangements, rights, privileges and concessions.
vi) To appoint, employ, remove or suspend such managers, clerks, secretaries, servants, workmen and other persons as may be necessary or convenient for the purpose of the Society.
vii) To establish and support or aid in the establishment and support of associations, institutions, funds, trusts and conveniences calculated to benefit employees or past employees of the Society of the dependents 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, alter or control any houses, buildings, grounds, works or conveniences which may seem calculated directly or indirectly to advance the Society's interests and to contribute to, subsidise or otherwise assist and take part in the construction, improvement, maintenance, development, working, management, carry out, alteration or control thereof.
ix) To invest and deal with money of the Society not immediately required in such manner as the Council thinks fit.
x) To borrow or raise or secure the payment of money in such a manner as the Society may think fit and secure same or the repayment or performance of any debt, liability, contract, guarantee or other engagement incurred or to be entered into by the Society in any way and in particular by the issue of debentures perpetual or otherwise charges upon all or any of the Society'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 see, 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 Society.
xiii) To make or hold mortgages, liens and charges to secure payment of the purchase price or any unpaid balance of the purchase price, of any part of the Society's property or whatsoever kind sold by the Society or any money due to the Society from purchases and others.
xiv) To take any gift of property whether subject to any special trust or not for any one or more of the objects of the Society but subject always to the proviso in paragraph (iv) of this clause.
xv) To take such steps by personal or written appeals, public meetings or otherwise as may from time to time be deemed expedient for the purpose of procuring contributions to the funds of the Society in the shape of donations, annual subscriptions or otherwise.
xvi) To print and publish any newspapers, periodicals, books or leaflets that the Society may think desirable for the promotion of its objects.
xvii) To purchase or otherwise acquire and undertake all or part of the property assets, liabilities and engagements of any one or more of the companies, institutions, societies or associations with which the Society is authorised to amalgamate.
xviii) To transfer all or any part of the property, assets, liabilities and engagements of the Society to any one or more of the companies, institutions, societies or associations with which the Society is authorised to amalgamate.
xix) To make donations for patriotic or charitable purposes.
xx) To transact any lawful business in aid of the Commonwealth of Australia in the prosecution of any war in which the Commonwealth of Australia is engaged.
Provided that the Society shall not support with its funds any activity or endeavour to impose on or procure to be observed by its members or others any regulations or restrictions which if any object of the Society would make it a trade union within the meaning of the Trade Unions Act.

2. The income and property of the Society whensoever, derived, shall be applied solely towards the promotion of the object of the Society as set forth in the Memorandum of Association, and no portion thereof shall be paid or  transferred, directly or indirectly by way of dividend, bonus or otherwise to members of the Society.

3. Provided that nothing herein contained shall prevent the payment in good faith or remuneration to any officers or servants of the Society or to any member of the Society in return for any services actually rendered to the Society or for goods supplied in the ordinary and usual way of business nor prevent the payment of interest at a rate not exceeding the rate for the time being fixed for the purpose of this paragraph by the Articles of Association on money borrowed from any members of the Society or reasonable and proper rent for premises demised or let by any member of the Society but so that no member of the Council or Governing Body of the Society shall be appointed to any salaried office of the Society or any office of the Society paid by fees and that no remuneration or other benefit in money or money's worth shall be paid or given by the Society to any member of such Council or Governing Body except repayment of out-of-pocket expenses and interest at the rate aforesaid on money lent or reasonable and proper rent for premises demised or let to the Society.

4. On addition, alteration or amendment shall be made to or in the Memorandum of Articles of Association for the time being in force, unless the same shall have been previously submitted to and approved by the National Companies and Securities Commission (hereinafter called 'the Commission').

5. The third, fourth and ninth paragraphs this Memorandum of Association contain conditions upon which a licence is granted by the Commission to the Society.  For the purpose of preventing any evasion of the provisions of the said paragraphs the Commission may from time to time on the application of any member of the Society and on giving notice to the Society of its intention so to do and after affording the Society an opportunity of being heard in opposition thereto, within such time as may be specified in such notice, impose further conditions which shall be duly observed by the Society.

6. The liability of the members is limited.

7. Every member of the Society undertakes to contribute to the property of the Society in the event of the same being wound up while he is a member, or within one year after he ceases to be a member, for payment of the debts and liabilities of the Society (contracted before he ceases 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 one hundred dollars ($100).

8. If upon winding-up or dissolution of the Society 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 Society, but shall be given or transferred to some other charitable institution or institutions having objects similar to the objects of the Society and whose Memorandum of Association or constitution shall prohibit the distribution of its or their members to an extent at least as great as is imposed on the Society under or by virtue of Clause 3 hereof, such institution or institutions to be determined by the members of the Society at or before the time of the dissolution and in fault thereof application to the Supreme Court for determination.

9. True accounts shall be kept of the sums of money received and expended by the Society and the matter in respect of which such receipt and expenditure takes place, and of the property, assets and liabilities of the Society 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 lease every, the accounts of the Society shall be examined by one or more properly qualified Auditor or Auditors who shall report to the members.
10. The names, addresses and occupations of the subscribers are as follows:

Barry Wren

Michael Webster

Rosalind Robertson

Witness to Signature and address
Dated

RULES
OF
THE AUSTRALASIAN MENOPAUSE SOCIETY
INTERPRETATION

1. In these Rules:
 'the Society' means the Australasian Menopause Society Incorporated
 'Council' means the board of directors and governing council of the Society.
 'the seal' means the common seal of the Society.
 'Secretary' means any person appointed to perform the duties of a secretary of the Society and includes the honorary secretary.

2. Expressions referring to writing shall, unless the contrary intention appears, to be construed as including references to printing, lithography, photography and other modes of representing or reproducing words in visible form.

MEMBERSHIP OF THE SOCIETY

3. The subscribers to the Memorandum of Association and such other persons as the Council shall admit to membership in accordance with these Articles shall be members of the Society.  The Secretary shall keep a register of the members of the Society at the registered office of the Society.  The Council may confer honorary life membership upon any person who has contributed outstanding services.  An honorary life member shall be a member of the Society and shall have the same powers and privileges and liabilities as a fellow elected from the Membership except that an Honorary life member shall not be required to pay an annual subscription.
4. Every applicant for membership of the Society (other than the subscribers to the Memorandum of Association and members of the unincorporated Association referred to in Articles 4) shall be proposed by one and seconded by another member of the Society to both of whom the applicant shall be personally known.  The application shall be made in writing, signed by the applicant and his proposer and seconder and shall be in such form as the Council from time to time prescribes.
5. At the next meeting of the Council after the receipt of any application for membership such application shall be considered by the Council who shall thereupon determine upon the admission or rejection of the applicant.  In no case shall the Council be required to give any reason for the rejection of an applicant.
6.  When an applicant has been accepted for membership the Secretary shall forthwith send 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 Society, provided nevertheless that if such payment be not made within two calendar months after the date of the notice, the Council may in its discretion cancel its acceptance of the applicant for membership of the Society.
7. The annual subscription payable by members of the Society shall be such as the Society in general meeting shall from time to time prescribe.
8. All annual subscriptions shall become due and payable in advance on the first day of January in every year.

CESSATION OF MEMBERSHIP

9. If  the subscription of a member shall remain unpaid for a period of two calendar months after it becomes due then the member may after notice of the default shall have been sent to by the Secretary or Honorary Treasurer be debarred by resolution of the Council from all privileges of membership provided that the Council may reinstate the member on payment of all arrears if the Council 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 Society 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 Society and in addition for any sum not exceeding one hundred dollars for which he is liable as a member of the Society under clause 7 of the Memorandum of Association of the Society.
11. If any member shall wilfully refuse or neglect to comply with the provisions of the Memorandum or Articles of Association of the Society or shall be guilty of any conduct which in the opinion of the Council is unbecoming of a member or prejudicial to the interest of the Society the Council shall have power to resolution to censure, fine, suspend or expel the member from the Society.
 Provided that at least one week before the meeting of the Council, at which such 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 Council elect to have the question dealt with by the Society in general meeting and in that event a general meeting of the Society 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 punished accordingly and in the case of a resolution for his expulsion the member shall be expelled.

ANNUAL MEETINGS

12. An Annual General Meeting of the Society shall be held in accordance with the provisions of the Associations Incorporation Act.
13. Any member of the Council may whenever  he thinks fit convene a general meeting, and general meetings shall be convened on such requisition or in default may be convened by such requisitions as provided by the Act.
14. Subject to the provisions of the Associations Incorporation Act relating to special resolutions and agreements for shorter notice, 21 days notice at least (exclusive of the day on which the notice is served or deemed to be served, and exclusive of the day for which notice is given) specifying the place the day and the hour of meeting and in case of special business the general nature of that business shall be given to such persons as are entitled to receive such notices from the Society.
15. For the purpose of Article 15 all business shall be special that is transacted at a 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 Council and Auditors, the election of officers and other members of the Council in the place of those retiring, and the appointment of the Auditors, if necessary.

PROCEEDINGS AT GENERAL MEETINGS

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 members present in person shall be a quorum.  For the purpose of this article 'member' includes a person attending as a proxy or as representing a corporation which is a member.
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 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 Council may determine and if at the adjourned 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 Society 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 then the members present shall elect one of their number to be Chairman of the meeting.
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 a 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 containing the minutes of the proceeding of the Society shall be conclusive evidence of the fact without proof of the number or proportion of the votes recorded in favour of or against the resolution.  The demand for a poll may be withdrawn.
21. If a poll is duly demanded it shall be taken in such a manner and either at once 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 of 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 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 or other duly authorised representative shall have one vote.
24. A member who is of unsound mind or whose person or estate is liable to be dealt with in any way under the law relating to mental health may vote, whether on a show of hands or on a poll, by his Council or by his trustee or by such other person as properly has the management of his estate, and any such Council, trustee or other person may vote by proxy or attorney.
25. No member shall be entitled to vote at any general meeting if his annual subscription shall be more than one month in arrears at the date of the meeting.
26. The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation either under seal or under the hand of an officer or attorney duly authorised.  The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.  A member shall be entitled to instruct his proxy in favour of or against any proposed resolutions.  Unless otherwise instructed the proxy may vote as he thinks fit.
27. The instrument appointing a proxy may be in the following form or in a common or usual form.
AUSTRALASIAN MENOPAUSE SOCIETY INCORPORATED
I......................................................of.....................................
being a member of THE AUSTRALASIAN MENOPAUSE SOCIETY INCORPORATED hereby appoint
........................................................of.....................................
or failing him..........................................of..................................
As my proxy to vote for me on my behalf at the (Annual General Meeting or General Meeting as the case may be) of the...........................................
to be held on the..................................day of..........................19....
and at any adjournment thereof.
My proxy is thereby authorised to vote:
* in favour of
* against  the following resolutions         (insert resolutions)
Signed this......................day of ....................................19......
(Note:  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

28. The instrument appointing a proxy and the power of attorney or other authority, if any, under which is signed or a notarially certified copy of that power or authority shall be deposited at the registered office of the Society at such other place with the State as is specified for that purpose in the notice convening the meeting, not less than forty-eight hours before the time holding the meeting or adjourned meeting at which the person named in the instrument proposed 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.
29. A vote given in accordance with the terms of 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 no intimation in writing of such death, unsoundness of mind or revocation as foresaid has been received by the Society at the registered office before the commencement of the meeting or adjourned meeting at which the instrument is used.

THE COUNCIL    (INCLUDING OFFICE BEARERS)

30. The office bearers of the Society shall consist of a President, President Elect, Honorary Secretary, and an Honorary Treasurer all of whom shall be members of the Society.
31. The Council shall consist of ten members of the Society who shall be elected together with the immediate past president as an ex-officio member.
32. At the General Meeting of the Society held in the year 1989 and every two years thereafter ten councillors shall be elected from among the members and shall hold office as councillors until the Second General Meeting following their election when they shall retire but shall be eligible for re-election.
33.1 (a)  Any two members of the Society shall be at liberty to nominate any other member to serve as a member of the Council in accordance with the following sub-clauses.
(b) Nomination, which shall be in writing and signed by the nominee, the proposer and the seconder, shall be lodged with the secretary  at least six weeks before the general meeting at which the election is to take place.
(c) Should the number of nominations for membership of the council exceed the total number of vacancies an election will be conducted by postal ballot of all current financial members of the society four weeks prior to the General Meeting.
(d) Balloting lists shall be prepared (if necessary) containing the names of the candidates in alphabetical order and every financial member of the society shall be entitled to vote for such number of candidates not exceeding the number of vacancies.
(e)  In case there shall not be sufficient number of candidates nominated the Council may fill up the remaining vacancy or vacancies.
(f) Council shall  include at least one candidate to represent each                    State and one to represent New Zealand.
 
34.2 The election of office bearers shall take place in the following manner:
 (a) Members elected to Council shall meet within seven days of the Annual General Meeting at which they were elected or within seven days of the occurrence of a casual vacancy amongst office bearers to elect office bearers from amongst their number.
(b) Office bearers shall be nominated and seconded by members of Council and shall be appointed by simple majority on a vote of Council members.
(c) Office bearers shall hold office until the next General Meeting when they shall retire but shall be eligible for re-election, with the exception of the President Elect who will take office in the following term without standing for election.  Provided that the Honorary Secretary and Honorary Treasurer shall not be entitled to hold office for more than two consecutive terms of the Council (that is four years) but any of them may be nominated for and be elected to the Council or any other office other than the one from which they have retired.
 Provided further that office bearers appointed to fill a casual vacancy shall retire at the next General Meeting.
 (d) At the end of the term of the Council the President shall be automatically a member of the new Council as immediate past President.  Unless re-elected as a member of Council the past president will be required to retire after two years unless co-opted by the council.
35. The Society may from time to time by resolution passed at a general meeting increase or reduce the number of office-bearers or other members of the Council.
36. The Council shall have power at any time, from time to time, to appoint any member to the Council either to fill a casual vacancy or as an addition to the existing office bearers or other members of the Council. Any office bearer or other member of council so appointed shall hold office only until the next following Annual General Meeting at which an election is held.
37. The Society may by resolution of which special notice has been given remove any office bearer or other member of the Council before the expiration of his period of office, and may by resolution appoint another person.  The person so appointed shall hold office only until the next General Meeting at which an election is held.
38. The office of a member of the Council shall become vacant if the member:
 (a) becomes an insolvent under administration or makes an arrangement or composition with his creditors generally.
 (b) 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 mental health.
 (c) resigns his office by notice in writing to the Society.
 (d) for more than six months is absent without permission of the Council from meetings of the Council held during that period.
 (e) holds any office of profit under the Society
 (f) ceases to be a member of the Society or
 (g) is directly or indirectly interested in any contract or proposed contract with the Society.  Provided always that nothing in this paragraph shall affect the operation of clause 3 of the Rules of the Society.

POWERS AND DUTIES OF THE COUNCIL

39. The business of the Society shall be managed by the Council who may pay all expenses incurred in promoting and registering the Society and may exercise all such powers of the Society as are noted by the Act or by these Rules, required to be exercised by the Society in general meeting, subject, nevertheless, to any of these Rules to the provisions of the Act and to such regulations, being not inconsistent with the aforesaid Rules or provisions, as may be prescribed by the Society in general meeting, provided that any rule, regulation or by-law of the Society made by Council may be disallowed by the Society in general meeting and provided further that no resolution shall invalidate any prior act of the Council which would have been valid if that resolution or regulation had not been passed or made.
40. The Council may exercise all the powers of the Society to borrow money and to mortgage or charge its property, or any part thereof, and to issue debentures and other securities whether outright or as security for any debt, liability or obligation of the Society.
41. For the purpose of Clause 3 of the Rules the rate of interest payable in respect of money lent by members to the Society shall not exceed the lowest rate paid for the time being by the Commonwealth Bank in respect of term deposits.
42. All cheques, promissory notes, drafts, bills of exchange and other negotiable instruments, and all receipts for money paid to the Society shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be, by any two members of the Council or in such other manner as the Council from time to time determines.
43. The Council shall cause minutes to be made:
 (a)  of all appointments of officers and servants
 (b)  of names of members of the Council present at all meetings of the Society and of the Council, and
 (c)  of all proceedings at all meetings of the Society and of the Council.
 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.

PROCEEDINGS OF THE COUNCIL

44. The Council may meet together for the dispatch of business, adjourn and otherwise regulate its meetings as it thinks fit.  A member of the Council may at any time and the Secretary shall on the requisition of a member of the Council summon a meeting of the Council.
45. Subject to these Rules questions arising at any meeting of the Council shall be decided by a majority of votes and a determination by a majority of the members of the Council shall for all purposes be deemed a determination of the Council.  In case of any equality of votes, the Chairman of the meeting shall have a second or casting vote.
46. The quorum necessary for the transaction of the business of the Council shall be a majority of the total Council as provided in Rules 32 and 33 of such greater number as may be fixed by the Council.
47. The continuing members of the Council may act notwithstanding any vacancy in the Council but if and so long as their number is reduced below the number fixed by or pursuant to these Rules as the necessary quorum of the Council the continuing member or members may act for the purposes of increasing the number of members of the Council to that number or of summoning a general meeting of the Society but for no other purpose.
48. The President shall preside as Chairman at every meeting of the council or if there is no President or if at any meeting he is not present 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 then the members may choose one of their number to be Chairman of the meeting.
49. The Council may delegate any of its powers and or functions (not being duties imposed on the Council as the directors of the Society by the Rules of the general law) to one or more subcommittees consisting of such member or members of the Society as the Council thinks fit.  Any subcommittee so formed shall conform to any regulation that maybe imposed by the Council and subject thereto shall have power to co-opt any member or members of the Society and all members of such subcommittees shall have one vote.  The President, Honorary Secretary and Treasurer of the Society shall be ex-officio members of all subcommittees.
50. The Council may appoint one or more advisory boards consisting of such member or members of the Council as the Council thinks fit.  Such advisory boards shall act in an advisory capacity only.  They shall conform to any regulations that may be imposed by the Council and subject thereto shall have power to co-opt any member or members of the Society and all members of such advisory boards shall have one vote.  Such advisory boards may appoint an adviser but such adviser shall not thereby become a member of the advisory board or the Council and shall have no vote on either body.
51. A subcommittee may meet and adjourn as it thinks proper.  Questions arising at any meeting shall be determined by a majority of votes of the members present, and in the case of an equality of votes, the Chairman shall have a second or casting vote.
52. All acts done by a meeting of the Council or of a subcommittee or by any person acting as a member of the Council shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any such member of the Council or person acting as aforesaid or that the members of the Council 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 Council
53. A resolution in writing signed by all the members of the Council shall be as valid and effectual as if it had been passed at a meeting of the Council duly convened and held.  Any such resolution may consist of several documents in like form each signed by one or more members of the Council.

SECRETARY

54. The Secretary shall in accordance with the Rules be appointed by the Council for such terms upon conditions as it thinks fit, and any Secretary so appointed may be removed by it.  Nothing herein shall prevent the Council from appointing a member of the Society as Honorary Secretary and any member so appointed shall forthwith become an office bearer of the Society, and if not already a member of the Council, ex-officio a member of the Council and he shall be subject to the provisions of clause 3 of the Memorandum of Association.

SEAL

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

ACCOUNTS

56. The Council 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 Auditor's report however that the Council shall cause to be made out and laid before each General Meeting a balance sheet and profit and loss account made up to date not more than five months before the date of the meeting.
57. The Council shall from time to time determine in accordance with Clause 9 of the Rules at what times and places under what condition or regulations the accounting and other records of the Society shall be open to the inspection of members.

AUDIT

58. A properly qualified Auditor or Auditors shall be appointed.

NOTICE

59. 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 his registered address or to the address, if any, supplied by him to the Society for the giving of notices to him.  Where a notice is sent by post, services 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.
60. (1)  Notice of every general meeting shall be given in any manner hereinbefore authorised to: 
  (a) every member; and
  (b) the Auditor or Auditors for the time being of the Society
 (2) No other person shall be entitled to receive notices of general meetings

WINDING UP

61. The provisions of Clause 8 of the Rules relating to the winding up or dissolution of the Society shall have effect and be observed as if the same were repeated in these Articles.

INDEMNITY

62. Every member of the Council, Auditor, Secretary and other officer for the time being of the Society shall be indemnified out of the assets of the Society 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 Act in which relief is granted to him by the Court in respect of any negligence, default, breach of duty or breach of trust.
63. No addition to or alteration or recession of the rules shall be approved if it affects the charitable objects, the Personal Benefit clause or the Winding up clause.

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