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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:

(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.