COMPANIES (TASMANIA) CODE
COMPANY LIMITED BY GUARANTEE
MEMORANDUM OF ASSOCIATION
- of -
AUSTRALIAN OPTICAL SOCIETY
1.
The name of the Company is Australian Optical Society (hereinafter
called “the Society”).
2.
The objects for which the Society is established are:
(1) To provide a forum for persons involved in or in any way interested
in any aspect of optics or a closely related branch of science to meet
with a view to:
(a) spreading and sharing existing knowledge of optics and closely
related branches of science; and
(b) advancing the state of knowledge of optics and closely related
branches of science.
(2) To strengthen the teaching of optics in Australian educational institutions
and provide education in optics in the form of seminars lectures, demonstrations
and the like at various venues around Australia.
(3) To encourage further the interest of, and to promote research and
other activities in optics in all its diversity.
(4) To foster closer international collaboration in optics through
such avenues as:
(a) extension to cover closely neighbouring countries;
(b) collaboration with other national optical societies;
(c) amalgamation with other national optical societies to form a strong
regional optical society.
(5) To take over the funds and other assets and liabilities of the present
unincorporated Association known as the Australian Optical Society.
(6) Solely for the purpose of carrying out the aforesaid objects and
not otherwise the Society shall have power:
(a) 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 Society shall receive any prize award or
distinction of monetary value except as a successful competitor at the
competition held or promoted by the Society.
(b) 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 Society provided that the Society
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 Society under or by virtue of clause 5 of this Memorandum.
(c) As far as the law will permit and subject to the provisions of
any relevant statute, rule, regulation or by law and/or any licence issued
in pursuance thereof to collect funds and to solicit, receive and enlist
financial or other aid from individuals, trusts, companies, corporations,
associations, societies, institutions, and other organisations or authorities,
and from Governments, Departments of State and public bodies and to conduct
fund raising campaigns;
(d) To promote achieve and obtain any of the objects of the Society
in cooperation and conjunction with Commonwealth and State Departments
or authorities;
(e) To make such grants to or in aid of or make donations or give assistance
to or make contracts with such individuals trusts corporations associations
societies institutions or other organisations or authorities whether within
or outside Tasmania as may be necessary or desirable provided that such
grants donations assistance or contracts shall not be made to or with members
of the Society except in relation to employment or the provision of services
as provided for in Clause 5 of this Memorandum;
(f) To make known and further the objects and activities of the Society
by the publication and distribution of papers, journals and other publications
and by advertising in any medium or by any means thought desirable;
(g) To draw, make, accept, endorse, discount, execute and issue promissory
notes, bills of exchange, warrants and other negotiable instruments;
(h) To borrow and raise money for any of the purposes of the Society
and to secure the payment thereof in such manner as may be lawful including
(without prejudice to the generality of the foregoing) any mortgage, charge
or debenture upon or over all or any of the property of the Society;
(i) To lend or invest such of the moneys and funds of the Society as
may not be immediately needed in such securities or investments and upon
such terms and conditions as may seem desirable;
(j) In furtherance of the objects of the Society:
(i) to employ and engage accountants, solicitors or other professional
advisers and servants and persons whose services may be deemed necessary
or desirable for the purpose of the operations of the Society;
(ii) to purchase, take on lease or acquire by gift or otherwise real
and personal property of any nature or description;
(iii) to sell such property or exchange it for other property;
(iv) to demise such property for such terms at such rent and upon such
conditions as may be deemed desirable;
(v) to raise money on such property on such terms and conditions as
may be deemed desirable;
(k) To promote, establish, superintend, conduct, control and assist branches,
committees and other forms of organisation and administration for the purpose
of widening the influence and operations of the Society;
(1) Generally to do all such acts, matters and things and to enter
into and make such agreements as are incidental or conducive to the attainment
of any of the objects of the Society;
(m) From time to time to make, rescind, add to or amend such by-laws
or regulations not inconsistent with any statute or with this Memorandum
of Association or with the Articles of Association of the Society for the
time being in force for the regulation or control of any of the property
or affairs of the Society as may be deemed necessary or desirable.
(n) The powers set forth in Sub-section 67(1) of the Companies (Tasmania)
Code shall not apply to the Society except insofar as they are included
in this Clause 2.
3.
It is expressly declared that in the interpretation of this Memorandum
the terms "optics" and "optical" are to be construed in their widest terms.
4.
The provisions of the Second Schedule to the Companies (Tasmania) Code
shall not apply to the Society and the provisions of Clause 2 of this Memorandum
shall be read and construed without reference to the provisions of that
Schedule PROVIDED ALSO that the Society shall not support with its funds
or endeavour to impose on or procure to be observed by its members or others
any regulation or restriction which if an object of the Society would make
it a trade union within the meaning of the Trades Unions Act 1889.
5.
The income and property of the Society whencesoever derived shall be
applied solely towards the promotion of the objects of the Society 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 Society PROVIDED
that nothing herein shall prevent the payment in good faith of reasonable
and proper remuneration to any officers or servants of the Society or to
any member of the Society in return for any services actually rendered
to the Society nor prevent the payment of interest at a rate not exceeding
the rate charged by bankers in Hobart on overdrawn accounts or any money
lent or reasonable or proper rent for premises demised or let by any member
to the Society but so that no Director of the Society shall receive any
Director's fees or other remuneration or other benefit in money or money's
worth except in repayment of out-of-pocket expenses, or except for interest
on money lent at the rate aforesaid and for the purpose aforesaid or except
for property rent as aforesaid.
6.
No addition, alteration or amendment shall be made to or in the Memorandum
or Articles of Association for the time being in force, unless the same
shall have been previously submitted to and approved by the Commission.
7.
Clauses 5, 6 and 11 of this Memorandum of Association contain conditions
upon which a licence is granted to the Society in pursuance of the provisions
of Section 66 of the Companies (Tasmania) Code. For the purpose of preventing
any evasion of the provisions of the said paragraphs the Commission may
from time to time on the application of any member of the Society and on
giving notice to the Society of his intention so to do and after affording
the Society an opportunity of being heard in opposition thereto, within
such time as may be specified in such notice, impose further conditions
which shall be duly observed by the Society.
8.
The liability of the members is limited.
9.
Each member of the Society undertakes to contribute to the assets of
the Society in the event of the same being wound up during the time that
he is a member or within one year afterwards for payment of the debts and
liabilities of the Society contracted before he ceases to be a member and
for 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 One Hundred Dollars ($100.00).
10.
If upon the winding up or dissolution of the Society there remains,
after the satisfaction of all its debts and liabilities, and property whatsoever
the same shall not be paid to or distributed among the members of the Society
but shall be given or transferred to some other institution or institutions
having objects similar to the objects of the Society and which shall prohibit
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
or by virtue of Clause 5 hereof, such institution or institutions to be
determined by the members of the Society at or before the time of dissolution,
and in default thereof by a Judge of the Supreme Court of Tasmania and
if and so far as effect cannot be given to the aforesaid provision, then
to some charitable object.
11.
True accounts shall be kept of the sums of money received and expended
by the Society and the matters in respect of which such receipt and expenditure
takes place and of the property credits and liabilities of the Society
and subject to any reasonable restrictions as to the time and manner of
inspecting the same that may be imposed in accordance with the regulations
of the Society for the time being in force such accounts shall be open
to the inspection of the members.
12.
The full names and addresses and occupations of the subscribers to
the Memorandum of Association of the Society are as follows:
William Howard Steel, 6 Abernethy Street, Seaforth, New South Wales,
Research Scientist
James Austen Piper, 32 Greenhaven Drive, Pennant Hills, New South Wales,
Professor
Ross Campbell McPhedran, 1 Yarabah Avenue, Gordon, New South Wales,
Research Fellow
James Laurie Gardner, 24 Canoon Road, Turramurra, New South Wales,
Research Scientist
Francis Alfred Thomas Dixon, 5 Inverloch Avenue, Torrens Park, South
Australia, Research Scientist
Parameswaran Hariharan, 104 The Comenarra Parkway, Turramurra, New
South Wales, Research Scientist
Brian See, 43 Valley View Drive, Highbury, South Australia, Company
Director
Michael David Waterworth, 20 View Street, Sandy Bay, Tasmania, Reader
John Ernest Wilkinson, 206 Frenchville Road, Rockhampton, Queensland,
lecturer
Ian John Wilson, Unit 1, 9 Veronica Street, Fern Tree Gully, Victoria,
Research Scientist
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.
SIGNATURES OF SUBSCRIBERS WITNESS TO SIGNATURES
The signatures of the abovementioned persons appear in this document
and are all witnessed by J. R. Everett.
DATED this 17 day of September 1984.
WITNESS to the above signatures.
J. R. Everett
Optical Engineer
Maribyrnong. Victoria.
The AOS acknowledges the support of Macquarie University in hosting these pages.
Please send all comments or suggestions to Christopher Chantler
|
back to the AOS Home Page