Corporations Act 2001
A Company Limited by Guarantee
CONSTITUTION of
ORGANIC INDUSTRIES OF AUSTRALIA LIMITED
DATE: 3 July 2018
OPERATIVE CLAUSES:
1. PRELIMINARY
1.1 Interpretation
In this document, unless the context otherwise requires:
(a) “Annual General Meeting” means the annual general meeting of the Company held in accordance with clause 7;
(b) “Annual Business Turnover” means the gross turnover or revenue from business related activities expressed in $AUD;
(c) “Associate” means a person or entity who has been granted membership by the Board as an “Associate” pursuant to clause 4, however an Associate is not a member for the purposes of ss.9 or 231 of the Corporations Act;
(d) “Auditor” means the person or persons appointed as auditor or auditors of the Company pursuant to clause 21.5;
(e) “Board” means the board of Directors of the Company, for the time being;
(f) “Business Day” means a day other than a Saturday, Sunday, or public holiday in the Australian Capital Territory;
(g) “Business Hours” means between 9.00am and 5.00pm on a Business Day;
(h) “Certified Organic Operator” means an entity that is certified organic by an accredited certifying body;
(i) “Chair” means the person appointed in accordance with clause 9.2 to preside over General Meetings and Annual General Meetings of the Company and over the meetings of the Member Council;
(j) “Chairperson” means the person appointed in accordance with clause 11.1(b) to preside over Board meetings;
(k) “Chief Executive Officer” means the person appointed by Board as the Chief Executive Officer of the Company per clause 11.2(f)(iv) and having the day-to-day functions provided in clause 17.2;
(l) “Company” means Organic Industries of Australia Limited;
(m) “Corporations Act” means the Corporations Act 2001 (Commonwealth), except to the extent of any exemption, modification, declaration or order made in respect of that legislation which applies to the Company;
(n) “Councillor” means a Councillor who is elected pursuant to clause 19.3;
(o) “Councillors’ Remuneration Policy” means the policy determined pursuant to clause 19.6;
(p) “Director” means a Director who fulfils the eligibility criteria in clause 11.3 and is elected pursuant to clause 11.7;
(q) “Directors” means the directors of the Company for the time being;
(r) “Directors’ Remuneration Policy” means the policy determined pursuant to clause 18.1;
(s) “Direct Vote” means a Direct Vote given by a Full Member in accordance with clause 10.2;
(t) “Financial Year” means a year commencing on 1 July in any year and ending on 30 June in the following year;
(u) “Full Member” means a person or entity who has been granted membership by the Board as a “Full Member” pursuant to clause 3.2;
(v) “General Meeting” means a general meeting of the Company convened by the Board, the Member Council, or the Members (including an Annual General Meeting);
(w) “Member” means a person or entity for the time being registered under the provisions of this Constitution as a member of the Company, including but not limited to, Full Members;
(x) “Member Council” means the advisory committee constituted in accordance with clause 19;
(y) “Membership Bylaws” means the bylaws provided in Schedule 1 as amended by the Board from time to time;
(z) “President” means the Councillor appointed from (and by) the Member Council pursuant to clause 19.3(e);
(aa) “Register” means the register of Members of the Company as per clause 3.4;
(bb) “Related Body Corporate” means any body corporate which is a related body corporate of the Company under the Corporations Act;
(cc) "Secretary" means a company secretary of the Company for the time being;
(dd) “Subscription” means the annual fee paid by Members of such an amount as the Board may determine from time to time in accordance with clause 6.1, for Members to obtain membership and to renew their membership of the Company;
(ee) “Technology” includes all information and communications devices for audio, visual, audio-visual or electronic communication including, but not limited to, radio, telephone, facsimile, closed circuit television, data storage devices, internet communication via an automated or user operated system, electronic mail, automated election processes, direct recording electronic voting systems, or any other electronic means available; and
(ff) “Year” means the calendar year unless designated as the Financial Year.
1.2 Words or expressions contained in this Constitution will be interpreted in accordance with the provisions of the Corporations Act as in force at the date when such interpretation is required.
1.3 In this Constitution, unless a contrary intention appears:
(a) words importing the singular include the plural and vice versa;
(b) words importing any gender include all other genders;
(c) any headings inserted in this Constitution are included for convenience and shall not affect its construction;
(d) the word "includes" in any form is not a word of limitation;
(e) the word "person" includes an individual, the estate of an individual, a corporation, an authority, an association or a joint venture (whether incorporated or unincorporated), a partnership and a trust; and
(f) where a word or phrase is given a defined meaning, any other part of speech or grammatical form of that word or phrase has a corresponding meaning.
1.4 Name of Company
The name of the Company is the “Organic Industries of Australia Limited”.
1.5 Nature of the Company
(a) The Company is limited by guarantee and does not have share capital.
(b) The income and property of the Company, however derived or obtained, shall be applied solely towards the promotion of the objects of the Company as set forth in this Constitution, and, except as otherwise provided in this Constitution, no portion thereof shall be paid or transferred, directly or indirectly by way of dividend, bonus, or otherwise to any Members.
1.6 Replaceable Rules
The Replaceable Rules in the Corporations Act do not apply to the Company.
