COMPANIES (TASMANIA) CODE
COMPANY LIMITED BY GUARANTEE

MEMORANDUM OF ASSOCIATION

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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:

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:

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.
 


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