21. ADMINISTRATION
21.1 Minutes and Board papers
(a) The Board must cause minutes to be made in books in accordance with the Corporations Act and to be provided for the purpose of:
(i) all appointments of officers made by the Board;
(ii) the names of the Directors present at each Board meeting and at any committee meetings; and
(iii) all resolutions and proceedings at all meetings of the Company and the Members of the Company and of the Directors and of committees.
(b) The minutes book must be held at the registered office of the Company.
(c) The minutes and Board papers must be made available on request to any current and former Director and may be used by a Director or former Director in any legal proceeding except a proceeding instituted by the Director against the Company.
21.2 Accounts
(a) A separate bank account shall be established in which all of the Company’s income and expenditure is recorded.
(b) The Board will cause proper books of account to be kept which include full, true and complete accounts of the affairs and transactions of the Company. Proper books will not be deemed to be kept unless the books give a true and fair view of the state of the Company’s affairs and explain the transactions.
(c) Subject to any reasonable restrictions as to the time and manner of inspecting the same that may be imposed in accordance with the Constitution, the books of account must be kept at the registered office and any other place the Board requires and will be open to the inspection of the Board or Member Council at any time.
(d) The Board will provide financial reports, which comprise a balance sheet and an income statement in respect of the last completed Financial Year of the Company and as required by the Corporations Act.
21.3 Income
The income and property of the Company will only be applied towards the promotion of the objects of the Company as set out in clause 2.1.
21.4 Payments
All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments for payment shall be signed by at least two (2) accredited officers authorised to do so by the Board or if electronic via two independent electronic signoffs by separate accredited officers.
21.5 Audit
(a) The books of account, and financial reports and records shall be audited each year by an Auditor or Auditors appointed by the Members at the Annual General Meeting in accordance with the Corporations Act.
(b) The remuneration of the Auditor must be fixed and the Auditor’s duties regulated in accordance with the Corporations Act.
(c) If any casual vacancy occurs in the office of the Auditor the Board shall appoint the Auditor and fix the Auditor’s fee within one (1) month of the vacancy. The Auditor so chosen will hold office as Auditor of the Company until the next Annual General Meeting following their appointment.
(d) The Auditor or the Auditor’s agent so authorised in writing is entitled:
(i) to attend any General Meeting;
(ii) for that purpose to receive all notices of and other communications in relation to any General Meeting which the Members are entitled to receive; and
(iii) to be heard at any General Meeting which he or she attends on any part of the business of the meeting which concerns the Auditor as Auditor, and is entitled to be heard.
21.6 Custody of records
(a) Except as otherwise provided in the Constitution, the Secretary shall keep in their custody or under their control all books, documents and securities of the Company, which shall be available for inspection at all reasonable times by the Members.
(b) Upon the request of a Member, the Secretary will arrange to provide the Member with copies of:
(i) the current Constitution of the Company; and
(ii) the deeds of any trust of the Company.
21.7 Inspection of records
Subject to the Corporations Act and this Constitution, the Directors must determine whether and to what extent, and at what time and places and under what conditions, the accounting records and other documents of the Company or any of them will be open to the inspection of the Members, and the Members do not have any right to inspect any document of the Company except as provided by law or authorised by the Directors or by the Company in meeting of the Company’s Members.
