Constitution - 9. Proceedings at General Meetings

9. PROCEEDINGS AT GENERAL MEETINGS

9.1 Quorum

(a) No business will be transactioned at any General Meeting (including an Annual General Meeting) unless a quorum of Members is present at the time when the meeting proceeds to business.

(b) A quorum for a General Meeting is as follows:

(i) if the Company has between 1 and 50 financial Full Members, 5 full Financial Members;

(ii) if the Company has between 51 and 100 financial Full Members, 8 full Financial Members;

(iii) if the Company has between 101 and 200 financial Full Members, 10 full Financial Members; and

(iv) if the Company has over 200 financial Full Members, 5% of financial Full Members.

(c) A quorum is taken to include those Members both physically present and those Members present through the use of Technology.

(d) A quorum must be present at all times during the meeting.

(e) If a quorum is not present within thirty (30) minutes after the time appointed for the General Meeting:

(i) the meeting is dissolved; and

(ii) another meeting is adjourned to the date, time and place as the Directors may by notice to the Members appoint, or failing any appointment, to the same day in the next week at the same time and place as the adjourned meeting.

9.2 Chairperson of General Meetings & Member Council meetings

(a) The President will preside as the Chair at every General Meeting of the Company and every Member Council meeting if willing to act.

(b) If the President is not present within fifteen (15) minutes after the time appointed for the meeting or is unwilling to act, then the Councillors present shall elect one of the Councillors as Chair of the meeting.

(c) For a General Meeting of the Company, if there are no Councillors present or willing to act then the Full Members present shall elect one of their number to preside as Chair of the meeting.

(d) The Chair of a meeting of Members does not hold a vote.

(e) The Chair of a meeting of the Member Council does not hold a vote.

9.3 Adjourned meetings

(a) The Chair of any meeting of Members may, with the consent of any meeting in which a quorum is present (and shall as directed by that meeting), adjourn the meeting to another time and/or another place, but no further business may be transacted at the meeting from which the adjournment took place until the meeting is resumed.

(b) Where a meeting is adjourned, new notice of the resumed meeting must be given if the meeting is adjourned for one (1) month or more.

9.4 General conduct of meetings

(a) Subject to the Corporations Act, the Chair of a meeting of Members is responsible for the general conduct of that meeting and for the procedures to be adopted at that meeting.

(b) The Chair of a meeting of Members may delegate any power conferred by this Constitution in respect of the conduct of the meeting to any person.

(c) Only unfinished business is to be transacted at a meeting resumed after an adjournment.

(d) Only items of business described in the notice of a General Meeting or Annual General Meeting may be transacted at that meeting. Members are not entitled to propose any new items to be considered by the Company at a General Meeting or Annual General Meeting.