DATED 2010 MEMORANDUM AND ARTICLES OF ASSOCIATION ...

DATED 2010
MEMORANDUM AND ARTICLES
OF
ASSOCIATION
OF
THE SOUTHPORT SCHOOL FOUNDATION LTD
ABKJ Lawyers
3 Short Street
Southport QLD 4215

COMPANIES (QUEENSLAND) CODE
COMPANY LIMITED BY GUARANTEE AND NOT HAVING A SHARE CAPITAL
MEMORANDUM OF ASSOCIATION
OF
THE SOUTHPORT SCHOOL FOUNDATION LTD
1. The name of the Company is "The Southport School Foundation Ltd" (hereinafter
referred to as "the Foundation").
2. The objects for which the Foundation is established are:
(a)
to support and assist the Council of The Southport School (hereinafter referred
to as "the Council") to encourage and foster the interest and financial support of
the past students, parents of students and friends of The Southport School of
Winchester Street, Southport in the State of Queensland (hereinafter referred to
as "the School") to preserve improve and develop its standards services property
and facilities and in particular and without limiting the generality of the
foregoing;
(i)
(ii)
(iii)
to extend invitations to past students, parents of students and friends of
the School to become members of the Foundation and through such
membership to participate and join more actively and effectively in
supporting and assisting the Council to promote and carry out the
activities of the School;
to encourage the making of gifts and testamentary dispositions to or for
the benefit of the School or any of its funds or accounts or any trusts or
funds established to benefit the School;
to enlist the support including the financial support of past students,
parents of students and friends of the School for activities calculated to
improve the education provided by the School including the
employment of teaching staff with special skills, the carrying out of
research the provision of scholarships bursaries education allowances
visits from distinguished scholars and others with qualifications which
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(b)
(c)
(d)
(e)
(f)
(g)
(h)
enable them to contribute to the education of the students and the
teaching staff of the School, the acquisition of books, works of art,
plant and equipment, land and buildings and the construction and
maintenance of buildings and facilities;
(iv) to raise money for the purposes aforesaid by any method that seems
desirable (including the undertaking of or participating in commercial
ventures of all kinds);
to invest and deal with the money of the Foundation in such manner as may be
thought fit;
to purchase take on lease, take in exchange, hire and otherwise acquire and to
sell lease or otherwise dispose of or deal with real and personal property of every
description;
to borrow or raise money and to secure the same by giving mortgages, charges or
other securities over any part of the real and personal property present or future
of the Foundation;
to make, draw, accept, endorse, discount, execute and issue promissory notes
bills of exchange warrants debentures and other negotiable or transferable
instruments;
to insure against fire or otherwise any insurable property of the Foundation and
to pay premiums on insurance or assurances policies which the Foundation may
acquire by any means;
to act as trustee of trusts and funds which may be established for the benefit of
the School;
to do all such things as are incidental or conductive to the attainment of the
above objects and powers or any of them.
3. The income and property of the Foundation whensoever derived shall be applied solely
towards the promotion of the objects of the Foundation as set forth in this Memorandum
of Association and no portion thereof shall be paid or transferred directly or indirectly by
way of dividend bonus or otherwise howsoever by way of profit to the members of the
Foundation PROVIDED THAT nothing herein shall prevent the payment in good faith
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of reasonable and proper remuneration to any officer or servant of the Foundation or to
any member of the Foundation in return for services actually rendered to the Foundation.
4. No 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 Council and approved by the Anglican Schools
Commission or any other Commission set up in lieu thereof under the auspices of the
Anglican Church of Australia Diocese of Brisbane.
4A. The Directors of the Foundation and its members shall act at all times in compliance
with the aims and objects and under the restrictions of a Church Institution under the
Church Institution Canon of the Anglican Church of Australia Diocese of Brisbane.
5. The liability of the members is limited.
6. Each member of the Foundation undertakes to contribute to the assets of the Foundation
in the event of the same being wound up while he is a member or within one (1) year
after he ceases to be a member for payment of the debts and liabilities of the Foundation
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 FIVE DOLLARS ($5.00).
7. If upon the winding up or dissolution of the Foundation there remains after satisfaction
of all debts and liabilities any property whatsoever the same shall not be paid to be
distributed among the members of the Foundation but shall be given or transferred to the
Council to be used for the benefit of the School or if the School shall cease to exist then
for the benefit of the other educational institutions within the State of Queensland and in
such shares and proportions as may be determined by, at or prior to the time of winding
up or dissolution and in so far as effect cannot be given to the aforesaid provision then to
some charitable object within the State of Queensland as may be determined by the
members of the Foundation at or prior to the time of winding up or dissolution and
which object meets the requirements of Section 78(1)(a) of the Income Tax Assessment
Act.
8. The full names, addresses and occupations of the subscribers hereto are:
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(1) GLENISTER SHEIL
5/33 Elkhorn Avenue
Surfers Paradise Qld 4217
Senator, Medical Practitioner
(2) WILLIAM JOHN REID CHANDLER
"Hillalong"
Barcaldine Qld 4725
Grazier
(3) LADY BARBARA STANDISH HICKEY
20 Marseille Court
Sorrento Qld 4217
Domestic Duties
(4) JOHN DAVID CRONIN
83 Hillview Parade
Ashmore Qld 4214
Surgeon
(5) GARTH ELLIOTT DAVIDSON
5 Rodway Terrace
Toowoomba Qld 4350
Grazier
(6) ANGUS DOUGLAS
32 Rapallo Avenue
Isle of Capri Qld 4217
Stockbroker
(7) PETER ALLAN GRAHAM
4 St. Tropez Terrace
Sorrento Qld 4217
Company Director
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(8) ELIZABETH JEAN HILLIER
40 Anglers Esplanade
Runaway Bay Qld 4216
Domestic Duties
(9) JEREMY CHILCOTT KING
14 Rumbalara Avenue
Ashmore Village Qld 4214
Estate Agent
(10) ANDREW ALEXANDER McWILLIAM
47 Admiralty Drive
Paradise Waters Qld 4216
Company Director
(11) KATHLEEN ANNE McWILLIAM
47 Admiralty Drive
Paradise Waters Qld 4216
Domestic Duties
(12) CHRISTOPHER NEWTON
34 Tower Street
Toowong Qld 4066
Barrister-at-Law
(13) PETER JOHN OVERELL
55a Hillview Parade
Ashmore Qld 4214
Managing Director - Retail
(14) ELSDEN LAURENCE PARTRIDGE
8 Martin Street
Nerang Qld 4211
Airline Transport Captain
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(15) PHILIP MARSTON ROUSE
25 Eccleston Street
Fig Tree Pocket Qld 4069
Manufacturers' Agent
(16) FREDERICK ROY MUNRO WEHL
76 Laurel Avenue
Chelmer Qld 4068
Chartered Accountant
We the several persons whose names and addresses are subscribed are desirous of being formed
into a company in pursuance of this Memorandum of Association.
SIGNATURE OF SUBSCRIBERS
WITNESS TO SIGNATURE AND
ADDRESS OF WITNESS
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QUEENSLAND (COMPANIES) CODE
A COMPANY LIMITED BY GUARANTEE AND NOT HAVING
A SHARE CAPITAL
ARTICLES OF ASSOCIATION
OF
THE SOUTHPORT SCHOOL FOUNDATION LTD
PRELIMINARY
1. In these regulations:
"the Code" means the Companies Code;
"the Foundation" means The Southport School Foundation Ltd;
"the School" means The Southport School of Winchester Street, Southport in the State of
Queensland;
"the Council" means the Council of The Southport School;
"the Directors" means the governing body of the Foundation;
"the Secretary" means any person appointed to perform the duties of a Secretary of the
Foundation and includes an Honorary Secretary;
"gift" means a gift of cash of a gift of an asset made or transferred during the donor's lifetime;
"bequest" means and includes a legacy or a devise or other benefit passing under a
testamentary document;
"Approved Fund" means any fund established for the benefit of the School and approved as
an approved fund by the Directors and the Council;
"Value" means the value determined by the Directors;
"the seal" means the common seal of the Foundation;
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"State" means the State of Queensland.
Expressions referring to writing shall unless the contrary intention appears be construed as
including references to printing lithography photography and other modes of representing or
reproducing words in a visible form.
Where herein used and where the context shall so admit words importing the singular number or
plural number shall include the plural number or the singular number respectively and words
importing the masculine gender shall include the feminine gender and neuter gender.
Words importing persons shall unless the contrary intention appears be construed as including
companies corporations institutions organisations and public bodies.
2. The number of Members of The Foundation shall be determined by the Directors
from time to time.
3. (a) The Members of The Foundation shall consist of:-
(i) SUBSCRIBER MEMBERS
The subscribers to the Memorandum of Association;
(ii) FOUNDATION MEMBERS
The Current Foundation Members at the date of this Amendment to the
Constitution,
and
such other person admitted as Foundation Members on such terms and
conditions as may be determined by the Directors from time to time.
(iii) OTHER MEMBERS’ CATEGORIES
Such other persons admitted as Members on such classification or description
and on terms and conditions as may be determined by the Directors from time
to time.
(b)
(i)
Persons Eligible For Membership
Any individual who:
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Is a member of the Old Southportonians Association;
Is a staff member or past staff member of The Southport School;
Is a parent of a current or past student of The Southport School; or
Is a member of the TSS Parents and Friends Association
is eligible to become a member.
(ii)
(iii)
(iv)
Any eligible person wishing to become a Member of The Foundation shall
make application for membership in writing in such form as shall be
prescribed by the Directors from time to time.
A corporate or unincorporated body may nominate a natural person as a
Member. A Member who is nominated by such a body shall exercise the
powers and privileges conferred on him as a Member in the manner
directed by his nominator. A corporate or unincorporated body may
remove or replace its nominated Member by notice in writing to the
Secretary.
Any number of persons or corporations or unincorporated bodies may,
subject to such terms and conditions as the Directors in their absolute
discretion determine, join together for the purpose of together nominating
a Member or, if all are natural persons, for the purpose of becoming joint
Members provided that the various persons nominating the Member or
becoming joint Members (as the case may be) are related by blood or
marriage or by some financial or other connection with which in the
opinion of the Directors is a sufficient relationship and, by way of
illustration only, the following examples are given of relationships which
might be considered sufficient:
a. husband, wife and children, father, son, grandson, brother, uncle,
cousin, brother-in-law, father-in-law, son-in-law;
b. the trustees of a family trust, with or without members of the
family;
c. trustees of a family trust and members of the family; and
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(v)
(vi)
d. groups of Old Boys and groups in sporting associations connected
with Old Boys.
Any person or bodies joined together for the purpose of nominating a
Member, shall upon application for membership nominate in writing a
natural person to be their nominated Member. A Member nominated
pursuant to this article may be removed by a notice in writing to the
Secretary signed or executed by all of the persons or bodies who together
nominated him. If one of the persons or bodies who together nominated a
Member pursuant to the sub-article gives notice to the Secretary that it
wishes the nominated Member to be removed or replaced or that the
nominated Member is not acting in satisfactorily, the Directors may, in
their absolute discretion, suspend all or any of the rights and privileges of
membership of the nominated Member until the Directors are satisfied that
any dispute between the persons or bodies who together nominated the
member has been resolved.
If two or more persons are registered as joint Members the person first
named on the register of Members shall as regards service of notices and
documents and all other matters connected with the Foundation except the
right to vote at General Meetings and delivery of certificates be deemed to
be the sole Member.
(c)
(d)
(e)
The Directors may decline to accept any such application or any gift without
assigning any reason therefore.
When an applicant has been accepted for membership the Secretary shall
forthwith send to the applicant written notice of his acceptance.
Membership of the Foundation, subject to these Articles, shall be for life or such
shorter period of time as the Directors shall determine from time to time.
4. (a) Deleted
(b)
Deleted
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5. With the prior approval of the Council the Directors shall be entitled to appoint any
one or more of its Members to be Patrons of The Foundation on such terms and
conditions and for such term as the Directors shall determine.
6. Deleted.
7. Deleted.
8. Deleted.
CESSATION OF MEMBERSHIP
9. Any member may resign from membership of the Foundation by giving notice in
writing delivered to the registered office of the Foundation and such member shall
thereupon cease to be a member.
10. Deleted.
11. All gifts made to the School or the Foundation or an Approved Fund by a member
prior to the cessation of his membership shall remain the absolute property of the
relevant recipient.
MANAGEMENT
12. The control management and conduct of the Foundation shall be vested in the
Directors provided that such Directors shall not expend any monies (other than in the
ordinary course of the day-to-day administration and operations of the Foundation and
the investment of its funds) that is not agreed to by the Council. In the case of a
difference of opinion between the Council and the Directors as to the interpretation of
the words "administration" and "operations" in this Article the opinion of the Council
shall prevail.
DIRECTORS
13. (a) The number of Directors may not be less than Five (5) and no more than Nine
(9), who shall consist of the Directors elected at the Annual general Meeting
(“the Directors”);
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(b) The selection of Members eligible for nomination as Directors shall be
undertaken by a Nomination Committee comprising of:
the existing Chairperson of the Company or their nominee,
the Headmaster of The Southport School,
the Chairman of The Southport School Council, and
the Chairman of Finance of The Southport School
(“the Nomination Committee”).
(c)
The Nomination Committee shall be chaired by the Chairman of The Southport
School council. The voting at meetings of the Nomination Committee shall
determine any resolution by majority votes. The Chair of the Nomination
Committee shall have a casting vote should there be equal votes on any
resolution.
(d) To carry out the selection process, the Nomination Committee must prior to 90
days before the planned Annual General Meeting each year, or within 60 days of
there being a casual vacancy arising under Article 14 of the Company:-
(i)
(ii)
(iii)
(iv)
Establish a selection criteria to be satisfied by any person to be
nominated as a Director; and
Select by resolution of the Nomination Committee nominees to be
submitted (“the Proposed Nominees”); the Chairman shall have a
casting vote should there be equal votes on any resolution; and
The existing Directors of the Company shall advise the Nomination
Committee in writing within 28 days of notification of the Proposed
Nominees of any objection(s) to nominees; and
The Nomination committee may remove a Director by majority
resolution and the removal shall take immediate effect.
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(e) Only persons selected by the Nomination Committee shall be eligible for
election as Directors at each Annual General Meeting.
(f)
A casual vacancy of a Director shall be ratified at the first Directors’ meeting
following nomination by the Nomination Committee and be included as an
appointment as a Director at the subsequent Annual General Meeting.
(g)
Each Director elected in accordance with Article 13 shall hold office, unless
sooner determined in accordance with Article 14, for a term of two (2) years
from the date of appointment. The “term of two (2) years” wherever referred to
in these Articles, shall be deemed to be until the Second Annual General
Meeting is held after the Annual General Meeting relevant to the election or
appointment of such person.
(h)
To ensure continuity, all Directors are to be appointed on a staggered bi-annual
basis, with at least two (2) Directors being appointed at each bi Annual General
Meeting and holding office for a period of two (2) years from the beginning of
their term, in accordance with this Article.
(i)
The election of the Directors shall take place in the following manner:-
(i) Any member shall be at liberty to nominate any member eligible for
nomination to serve as a Director
(ii) The nomination shall be in writing and shall be signed by the member
and his proposer and seconder and shall be lodged with the Secretary
at least fourteen (14) days before the annual general meeting of the
Foundation at which the election takes place.
(iii) A list of candidates' names in alphabetical order (showing also the
proposers' and seconders' names) shall be posted in a conspicuous
place in the registered office of the Foundation at least seven (7) days
immediately preceding the Annual General Meeting.
(iv) If the number of candidates standing for election exceeds the number
of vacancies balloting lists shall be prepared containing the names of
the candidates only in alphabetical order and each member present at
the Annual General Meeting shall be entitled to vote for the number
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(v)
(vi)
of such candidates seeking to represent the membership and being
equal to the number of vacancies.
In case there shall not be a sufficient number of candidates
nominated, the Directors may fill the remaining vacancy or vacancies
from members eligible for nomination as Directors.
A casual vacancy amongst the Directors may be filled by the
Directors from those Members selected by the Nomination
Committee as being eligible for nomination as Directors.
14. A Director shall cease to be a Director if:
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
the person ceases to be a member of the Company by virtue of the Corporations
Act;
the person becomes bankrupt or makes an arrangement or composition with his
creditors;
the person becomes of unsound mind or a person whose person or estate is liable
to or dealt with in any way under the law relating to mental health;
the person resigns his office by notice in writing to the Foundation;
the person becomes prohibited from being a member thereof by reason of any
order made under the Code;
the person is absent for three (3) or more consecutive Directors’ meetings
without permission of the Chairperson for being absent from those Directors’
meetings;
the person is removed by virtue of a resolution passed by the Directors.
the Nomination Committee gives notice in writing to the Directors that the
person is no longer eligible for election as a Director.
Provided always that nothing in this Article shall affect the operation of Clause 3 of the
Memorandum of Association of the Foundation.
OFFICERS
15. (a) The Officers of the Foundation shall comprise a Chairperson who shall be
Chairman of the Directors, a Vice Chairman and a Secretary.
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(b)
The Directors shall meet within two (2) weeks after the date of the Annual
General Meeting in each year and shall from amongst its members elect a
Chairperson and a Vice Chairperson who shall hold office until such time as
their respective successors have been appointed. In the event of any vacancy
occurring in any of such offices the Directors shall as soon as practicable fill the
vacancy
POWERS AND DUTIES OF THE DIRECTORS
16. Without affecting the generality of the foregoing Articles the Directors may:
(a)
(b)
(c)
raise money on behalf of the School or the Foundation or any Approved Fund
and give security by mortgage charge or lien over all or any part of the
property of the Foundation beneficially held by it subject to the approval of the
Council in each instance.
appoint any professional advisers or acquire any other assistance or service
required by the Foundation in the carrying out of its activities and operations
and pay reasonable remuneration and fees therefore.
open any bank account and operate same in the ordinary course of business.
17. The Directors may meet together for the despatch of business adjourn and otherwise
regulate its meeting as it thinks fit. Questions arising out of any meeting shall be
decided by the majority of votes and a determination by a majority of the Directors
shall for all purposes be deemed a determination of the Directors. In the case of an
equality of votes the Chairperson will have a second or casting vote. The Chairperson
or a Vice Chairperson may at any time summons a meeting of the Directors.
18. The quorum necessary for transacting the business of the Directors shall be four (4) or
such other number as may be fixed by the members in general meeting from time to
time. The Chairperson shall preside and if at any meeting he is not present within ten
(10) minutes after the time appointed for holding the meeting, the Vice Chairperson
shall be the Chairperson and if none of them be so present the Directors present shall
choose one of their number to be the Chairperson of the meeting.
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19. A resolution in writing signed by all Directors shall be as valid and effectual as if it
had been passed at a meeting of the Directors duly convened and held. Any such
resolution may consist of several documents in like form each signed by one or more
Directors.
20. The continuing Directors may act notwithstanding any vacancy in the Directors but if
and so long as their number is reduced below the number fixed by or pursuant to these
Articles as the necessary quorum of the Directors the continuing member or members
may act for the purpose of increasing the number of Directors to that number or of
summoning a general meeting of the Foundation but for no other purpose.
21. The Chairperson of the Council of The Southport School or his nominee appointed by
him from time to time shall be entitled to attend any meeting of the Directors, and of
any other Committee appointed by the Committee, as an ex offico attendee. When
present they shall be entitled to speak on any matter but shall not be entitled to vote
unless otherwise qualified in accordance with the Constitution.
22. The day to day administration of the Foundation shall be under the control of the
Executive Director who shall act as directed by the Directors and be responsible for
implementing the policies of the Directors.
23. The Directors may delegate any of its powers functions and duties (not being duties
imposed on the Directors under the Corporations Act or the general law) to one or
more Committees consisting of such members as the Directors thinks fit. Prior to the
establishment of a Committee, prior approval is to be obtained from the Chairman of
The Southport School Council. Any Committee so formed shall conform to any
regulations that may be imposed on it by the Directors. A Committee so appointed
will not have any executive powers and will be required to make recommendations to
the Directors.
24. Deleted
25. Deleted
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GENERAL MEETING
26. The annual accounting year of the Foundation shall end on the 31st December in each
year. Annual General Meetings shall be held in accordance with the provisions of the
Code and at such time and place as the Directors may determine.
27. All General Meetings other than Annual General Meetings shall be called
Extraordinary General Meetings.
28. The Directors may whenever it thinks fit convene an Extraordinary General Meeting
and Extraordinary General Meetings shall be convened on such requisitions or in
default may be convened by such requisitions as are provided by the Code.
29. Subject to the provision of the Code relating to special resolutions and agreements for
shorter notice fourteen (14) days notice at least (exclusive of the day on which the
notice is served or deemed to be served by inclusive of the day on which the 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 the members of the
Foundation.
30. For the purpose of Article 29 all business shall be special that is transacted at an
Extraordinary 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
reports of the Directors and the Auditors, the election of the Directors in the place of
those retiring and the appointment of the Auditors.
PROCEEDINGS AT GENERAL MEETINGS
31. The business at Annual General Meetings shall be to receive and consider the
accounts balance sheets and the reports of the Directors and the report of the Auditors,
elect the Directors in the place of those retiring, and determine the remuneration of the
Auditors.
32. 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 nine (9) members present in person shall be a quorum. For the
purpose of this Article "member" includes a person attending as a proxy or
representative of a member.
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33. 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 other
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 Directors 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 no less than seven (7)) shall be a
quorum.
34. The Chairperson of the Foundation shall preside as Chairperson at every General
Meeting of the Foundation or if there is no Chairperson or if she/he is not present
within fifteen (15) minutes after the time appointed for the holding of the meeting or
is unwilling to act the Vice Chairperson shall be the Chairperson or if she/he is not
present or is unwilling to act then the members present shall elect one of their number
to be Chairperson of the meeting.
35. The Chairperson 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 the adjournment took place.
When a meeting is adjourned for thirty (30) 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.
36. 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)
(b)
by the Chairperson ; or
by at least three (3) members present in person or by proxy or by representative.
Unless a poll is so demanded a declaration by the Chairperson that a resolution has on
a show of hands been carried unanimously or by a particular majority or lost an entry
to that effect in the book containing the minutes of the proceedings of the Foundation
shall be conclusive evidence of the fact without proof of the number of proportion of
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the votes recorded in favour of or against the resolution. The demand for a poll may
be withdrawn.
37. If a poll is demanded it shall be taken in such manner and either at once or after an
interval or adjournment or otherwise as the Chairperson 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 Chairperson or on a question of adjournment shall be
taken forthwith.
38. In the case of equality of votes whether on a show of hands or on a poll the
Chairperson of the meeting at which the show of hands takes place or at which the
poll is demanded shall be entitled to a second or casting vote.
39. Every member present in person or by his proxy or representative duly appointed in
writing shall have one vote.
40. No member who is a member by virtue of a notification shall be entitled to vote at any
General Meeting unless all moneys presently payable by him in accordance with that
notification have been paid.
41. The instrument appointing a proxy or representative shall be in writing under the hand
of the appointer or of his attorney duly authorised in writing or if the appointer is a
corporation either under seal or under hand of an officer or attorney duly authorised or
by electronic communication. A proxy of representative need not be a member of the
Foundation. An appointment of a proxy or representative may be revoked by the
appointer at any time.
42. The instrument appointing a proxy or representative may be in the following form or
any other form which the Directors may approve.
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THE SOUTHPORT SCHOOL FOUNDATION LTD
*I/We, ...............................................................................................................................................
of .......................................................................................................................................................
being a member of The Southport School Foundation Ltd. hereby appoint
............................................................................................................................................................
of .......................................................................................................................................................
as *my/our *proxy/representative to vote for *me/us at the General Meeting of the Foundation
to be held on . . . . . . . . . . . . . . . . . . . . . . and at any adjournment thereof and at any subsequent
meeting until due notice of revocation of such appointment is given.
SIGNED this day of 19 .
In the presence of:
*Delete as appropriate
MINUTES
43. The Directors shall cause to be kept and recorded minutes of all resolutions and
proceedings of General Meetings of the Foundation and all meetings of the Directors
and shall cause such minutes to be signed by the Chairperson of the meeting or of the
next meeting. Copies of all such minutes shall be sent forthwith to the Directors.
44. The Directors shall cause:-
ACCOUNTS
(a)
(b)
proper accounts to be kept with respect to all Approved Funds administered by
the Foundation and all sums of money received and expended by the Foundation
and the matter in respect of which the receipt and expenditure takes place and the
assets and liabilities of the Foundation and all Approved Funds administered by
it;
to be prepared a Balance Sheet and a Statement of Income and Expenditure
drawn up to the 31 st December each year in respect of the Foundation and all
Approved Funds administered by it.
The accounts shall be subject to audit and a duly audited copy of the Balance Sheet and
Statement of Income and Expenditure shall be furnished to all members of the
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Foundation and to the Council not less than fourteen (14) days prior to the date of the
Annual General Meeting at which the annual accounts are to be presented.
45. The accounts shall be kept at the office of the Foundation or at such other place or
places as the Directors think fit from time to time and shall be open for inspection
during normal business hours by any member of the Directors and by the duly
appointed agent or agents of the Council.
MONEY RECEIVED BY THE FOUNDATION
46. All moneys (other than contributions to the School or any Approved Funds) received
by or on behalf of or as a result of the activities of the Foundation shall after meeting
normal management operation and collection costs be applied for the promotion of the
objects of the Foundation subject to the prior agreement in writing of the Council.
AUDITOR
47. A qualified Auditor or Auditors shall be appointed and his or their duties regulated in
accordance with the Code.
SECRETARY
48. The Secretary shall be appointed by the Directors and for such term at such
remuneration and upon such conditions as it thinks fit and any Secretary so appointed
may be removed by the Directors. Nothing herein shall prevent the Directors from
appointing a member of the Foundation as Honorary Secretary in satisfaction of its
obligations to appoint a Secretary.
SEAL
49. The Directors shall provide for the safe custody of the Seal, which shall be used only
by the authority of the Directors and every instrument to which the Seal is affixed
shall be signed by two Directors or by any one such member and the Secretary. The
following form shall be the form of attestation to be the Foundation on affixing the
Seal:
THE COMMON SEAL of THE SOUTHPORT )
SCHOOL FOUNDATION LTD. was hereunto )
duly affixed by the authority of the )
Directors in the presence of: )
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NOTICE
50. A notice may be given by the Foundation to any member either personally or by
sending it by post to him at his registered address or (if he has no registered address
within the Commonwealth of Australia) to the address if any within the
Commonwealth of Australia supplied by him to the Foundation for the giving of
notices to him. Where a notice is sent by post service 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 meeting on the day after the day of
its posting and in any other case at the time at which the letter would be delivered in
the ordinary course of post. A certificate in writing signed by the Secretary or by any
member of the Directors that the letter containing the notice was so addressed prepaid
and posted shall be conclusive evidence thereof.
51. Notices of every General Meeting shall be given to the Auditor or Auditors for the
time being of the Foundation and in any manner hereinbefore authorised to every
member except those members who (having no registered address within the
Commonwealth of Australia) have not supplied to the Foundation an address within
the Commonwealth of Australia for the giving of notices to them. No other person
shall be entitled to receive notices of General Meetings.
INDEMNITY
52. The Directors, the Secretary and any other officer and employee of the Foundation
shall be indemnified out of the assets of the Foundation against any liability incurred
by him in defending any proceedings whether civil or criminal taken against him by
reason of his actions in relation to or connected with the Foundation in which
judgment is given in his favour or in which he is acquitted or in connection with any
application under the Code in which relief is granted to him by the Court in respect of
any negligence default breach of duty or breach of trust.
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BY-LAWS
53. The Directors may with the prior approval in writing of the Council determine By-
Laws for the operation of the Foundation and its Committee not otherwise provided
for in these Articles.
We the several persons whose names, address and signatures appear hereunder being
subscribers to the Memorandum of Association hereby agree to the foregoing Articles
of Association.
SIGNATURES OF SUBSCRIBERS
AND
WITNESS TO SIGNATURES
ADDRESS OF WITNESS
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