Corporations Law
Company Limited by Guarantee
and Not Having a Share Capital
MEMORANDUM OF ASSOCIATION
OF
INTERNET SOCIETY OF AUSTRALIA,
A CHAPTER OF THE INTERNET SOCIETY
1. Name
The name of the company is Internet Society of Australia, a Chapter
of the Internet Society ("Society").
2. Objects
The fundamental human desire for communication has been the engine
driving social, cultural, scientific, and economic development
throughout history. The new medium of the Internet has brought
about widespread, creative communication between individuals and
groups that previously had little chance of contact.
The overriding objective of the Society is to give expression to the
needs and wishes of individuals, groups, or organisations that have
a common interest in the viability of the Internet in Australia, so
that all Australian users of the Internet may continue to benefit
from, and contribute to its applications, technologies, and
evolution.
The objects for which the Society is established are:-
(1) to provide broad-based representation of the Australian Internet
community both nationally and internationally;
(2) to provide a service for the benefit of the community generally
by enabling individuals, groups and organisations to use the
Internet effectively for communication, collaboration,
education, and innovation;
(3) to promote the availability of access to the Internet for all
Australians, and to provide information, assistance, archives,
and other relevant resources for Australian Internet users;
(4) to give expression to the viewpoint of Australian Internet users
to business, industry, the government, the media, and society
in general, by providing information and promoting education;
(5) to affiliate with other Australian Internet-focused organisations
for co-ordination, collaboration and education in order to
further the objectives of the Society;
(6) to examine, develop and disseminate the community's
understanding of ethical and cooperative standards of usage of
the Internet;
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(7) to support, coordinate, develop and evolve effective standards
of administration of systems and resources fundamental to the
functioning and integrity of the Internet, such as addressing,
naming, security and connectivity;
(8) to promote, facilitate and conduct research relating to the
Internet and internetworking; and
(9) to develop and maintain formal and informal relationships with
the international Internet community.
3. Application of Income and Property
The profits (if any) and other income and property of the Society, from
wherever it is derived, must be applied solely towards the promotion of
the objects of the Society as set out in this memorandum of association.
4. No Distribution to Members
4.1 The Society must not distribute, pay or transfer to its members, directly
or indirectly, by way of dividend, bonus or otherwise, any of the profits
(if any), other income or property of the Society.
4.2 Clause 4.1 does not prevent:
(1) the payment in good faith of remuneration 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;
(2) the payment of interest at a rate not exceeding the rate for the
time being fixed for the purpose of this clause by the articles of
association on money borrowed from any member of the
Society; or
(3) the payment of reasonable and proper rent for premises demised
or let by any member to the Society.
5. Payments to Directors
5.1 No remuneration or other benefit in money or money's worth may be
paid or given by the Society to any director of the Society other than:
(1) for the payment of out-of-pocket expenses incurred by the
director in the performance of any duty as a director of the
Society where the amount payable does not exceed an amount
previously approved by the directors of the Society;
(2) for payment of any service rendered to the Society by the
director in a professional or technical capacity, other than in the
capacity as director, where the provision of the service has the
prior approval of the directors of the Society and where the
amount payable is approved by the directors of the Society and
is on commercially reasonable terms;
(3) for payment of any monies due to the director as an employee
of the Society where the terms of employment have been
approved by the directors of the Society; or
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(4) for the provision of a financial benefit to a director to which
sub section 243K(7A) of the Corporations Law refers or
payment of an insurance premium in respect of a contract
insuring a director to which subsection 243K(7B) of the Law
refers.
6. Limited Liability
6.1 The liability of the members is limited.
6.2 Every member of the Society undertakes to contribute to the property of
the Society, in the event of it being wound up while he or she is
a member, or within 1 year after he or she ceases to be a member,
for payment of the debts and liabilities of the Society
(contracted before he or she 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 $1.00.
7. Winding-up
7.1 If, upon the winding up or dissolution of the Society, any property
remains, after satisfaction of all its debts and liabilities, that
property must not be paid to or distributed among the members of
the Society but must be given or transferred to some other
institution or institutions to be determined by the members of the
Society at or before the time of dissolution.
7.2 If the members do not make the necessary determination under clause
7.1, the Society may apply to the Supreme Court of the State of
incorporation of the Society to determine the institution or institutions.
7.3 No institution is eligible to receive property under this clause unless:
(1) It has objects similar to the objects of the Society; and
(2) Its memorandum of association or constitution prohibits the
distribution of its or their income and property among its or
their members to an extent at least as great as is imposed on the
Society under clauses 3, 4 and 5.
8. Accounts
8.1 True accounts must be kept of the sums of money received and expended
by the Society and the matter in respect of which the receipt and
expenditure takes place and of the property, credits and liabilities of the
Society.
8.2 Subject to any reasonable restrictions as to the time and manner of
inspecting the accounts that may be imposed in accordance with the
articles of association, the accounts are open to the inspection of the
members.
8.3 Once at least in every year the accounts of the Society must be examined
by one or more properly qualified auditor or auditors who must report to
the members in accordance with the provisions of the Corporations Law.
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9. Subscribers
The full names, addresses and occupations of the subscribers to this
memorandum of association are as follows:
Name Address Occupation
Geoffrey Ian Huston 20 Fishburn Street Network Engineer
RED HILL ACT
2603
Hugh Irvine 37 Jupiter Street Director of
CAULFIELD SOUTH Strategic
VIC 3162 Planning
Robert James 2 Kobada Road Associate
Kummerfeld ROSE BAY NORTH Professor of
NSW 2030 Computer Science
Catherine Margaret 4 George Street System Manager
Lance CAULFIELD NORTH
VIC 3161
George Geoffrey 17 Dansie Street Computer
Michaelson GREENSLOPES Scientist
QLD 4120
10. Signing and Subscription
10.1 By signing this memorandum of association, the subsection, whose signatures
appear below, wish to form a company.
Name of Subscriber Signature of Name, Address and
Subscriber Signature of Witness
Geoffrey Ian Huston .................... .....................
Signature
.....................
Name
.....................
.....................
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Hugh Irvine .................... .....................
Signature
.....................
Name
.....................
Address
.....................
Robert James Kummerfeld .................. .....................
Signature
.....................
Name
.....................
.....................
Catherine Margaret Lance ................. .....................
Signature
.....................
Name
.....................
Address
.....................
George Geoffrey ........................ .....................
Michaelson
Signature
.....................
Name
.....................
Address
.....................
DATED November 15 1996
Last updated 3.8.97