Constitution

Memorandum of Association
of
PBF (Australia)

Ltd ACN 009 265 892
(a company limited by guarantee and with no share capital)

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  1. The name of the Company is PBF (Australia) Ltd (hereinafter called "the Company").
  2. The objects for which the Company is established are:
    1. to benefit people with disabilities, especially where those disabilities emanate from paralysis through injury to the spinal cord, and to assist any person afflicted with these disabilities and any person working with persons so afflicted;
    2. to provide financial or other assistance and to make contributions to other organisations whose objects include objects similar to the objects set out in this clause and who are approved by the Commissioner of Taxation or a Deputy Commissioner of Taxation for the purposes of section 78(4) of the Income Tax Assessment Act 1936;
    3. to promote community awareness of spinal cord injury and its impact and encourage and advance the assistance to those involved with its prevention, and the treatment and rehabilitation of people who suffer paralysis and other disabilities referred to in clause 2.(a);
    4. to reduce the financial impact of accidents leading to spinal cord paralysis and to provide financial support to persons suffering from disabilities referred to in clause 2.(a);
    5. to obtain income and raise funds by providing services, conducting enterprises, soliciting donations and bequests, levying subscriptions for memberships of the Company and to subsidise or assist in any other functions or activities as may be deemed to further the objects of the Company; (
    6. to provide funds for the purposes of research into paralysis through injury to the spinal cord;
    7. to provide funds for the education of school children and the wider community in the area of spinal injuries; (
    8. to develop and further the education of specialised persons in the field of spinal injury related disabilities;
    9. to construct, purchase, take on lease, exchange, hire, hold, receive, accept and whether by way of purchase, gift or otherwise, or otherwise acquire any property which may be deemed necessary or convenient for any of the purposes of the Company;
    10. to borrow or raise money for or in connection with the purposes of the Company;
    11. to invest any moneys of the Company not immediately required for any of its objects in such manner as may from time to time be determined;
    12. to draw, make, accept, endorse, discount, execute and issue promissory notes, bills of exchange, warrants, debentures, bonds and other negotiable or transferable instruments;
    13. to employ and dismiss officers and employees whether professional or otherwise whose employment may be necessary or convenient for the furtherance of the objects of the Company and to pay such persons any such salaries, wages, fees or emoluments as shall be appropriate and to establish, manage, support or make contributions to any fund calculated to benefit such persons or their dependents;
    14. to associate and contract and engage in activities with any other institutions, associations or bodies whose objects or activities are similar to those of the Company;
    15. to do all such other lawful things as are incidental or conduced to the attainment of the above objects;
    16. to establish and maintain any company operating any contingency funds as the directors decide for the Company's operation and administration including one or more charitable benefit funds; and
    17. to establish a foundation or trust for any of the purposes of the Company. The powers set forth in sub-section 67(1) of the Companies (Western Australia) Code shall not apply to the Company except insofar as they are included in this clause 2.
  3. Solely for the purpose of carrying out the aforesaid objects and not otherwise the Company has power:
    1. to hold or arrange competitions and provide or contribute towards the provision of prizes, awards and distinctions in connection therewith, provided that no member of the Company shall receive any prize, award or distinction of monetary value except as a successful competitor at any competition held or promoted by the Company;
    2. to subscribe to, become a member of and co-operate with or amalgamate with any other association or organisation, whether incorporated or not, whose objects are similar to those of the Company, provided that the Company shall not subscribe to or support with its funds or amalgamate with any association or organisation which does not prohibit the distribution of its income and property among its members to an extent at least as great as that imposed on the Company under or by virtue of clause 3 of this Memorandum.
  4. The income and property of the Company whencesoever derived, shall be applied solely towards the promotion of the objects of the Company 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, to the members of the Company, PROVIDED THAT nothing herein contained shall prevent the payment in good faith of remuneration to any officers or servants of the Company or to any member of the Company in return for any services actually rendered to the Company or for goods supplied in the ordinary and usual way of business nor prevent the payment of interest at a rate not exceeding the rate for the time being fixed for the purpose of this paragraph by the Articles of Association on money borrowed from any members of the Company or reasonable and proper rent for premises demised or let by any member to the Company but so that no member of the Committee or Governing Body of the Company shall be appointed to any salaried office of the Company or any office of the Company paid by fees and that no remuneration or other benefit in money or money's worth shall be paid or given by the Company to any member of such committee or governing body except repayment of out of pocket expenses and interest at the rate aforesaid on money lent or reasonable and proper rent for premises demised or let to the Company.
  5. The liability of the members is limited.
  6. Every member of the Company undertakes to contribute to the property of the Company in the event of the same being wound up during the time that he is a member or within 1 year after he ceases to be a member for payment of the debts and liabilities or the Company contracted before the time at which he ceased to be a member and of the costs, charges and expenses of winding up the same and for the adjustment of the rights of the contributories amongst themselves such amount as may be required not exceeding the sum of one dollar ($1.00) per member. No shares will be issued in this Company.
  7. If upon the winding up or dissolution of the Company there remains after satisfaction of all its debts and liabilities any property whatsoever the same shall not be paid to or distributed among the members of the Company but shall be given or transferred to some other approved institution or institutions pursuant to section 78(a)(a)(ii) of the Income Tax Assessment Act whether incorporated or not having objects similar to the objects of the Company and which shall prohibit the distribution of its or their income and property amongst its or their members to an extent at least as great as is imposed on the Company under or by virtue of clause 3 hereof such institution or institutions to be determined by the members of the Company at or before the time and dissolution and in default thereof by such Court as may have or require jurisdiction in the matter and if and so far as effect cannot be given to the aforesaid provision then to some charitable object. The Commissioner of Taxation shall be forthwith advised upon the winding up or dissolution of the Company. 8. True accounts shall be kept of the sums of money received and expended by the Company and the manner in respect of which such receipt and expenditure takes place and of the property credits and liabilities of the Company. Subject to any reasonable restrictions as to time and manner of inspecting the same that may be imposed in accordance with the regulations of the Company for the time being in force the accounts shall be open to inspection of the members. Once at least in every year the accounts of the Company shall be examined and the correctness of the balance sheet ascertained by one or more properly qualified auditor or auditors. Such accounts shall upon the written request of the Attorney General of any State be made available for inspection by him, or by anyone authorised in writing by him.