25 |
P a g e
Constitution of the Case Management
Society of Australia Limited (CMSA)
other income in promoting its objects and is prohibited from paying any dividend to
its members, and gifts to which are allowable deductions under the Tax Act; or
(c)
if the Members do not make a selection pursuant to paragraphs (a) or (b) for any
reason, CMSA must apply to the Supreme Court of Victoria to decide.
INDEMNITY
53. Indemnity of Officers, Insurance and Access
(a)
CMSA is to indemnify each Officer of CMSA out of the assets of CMSA To the
Relevant Extent (see rule 1 'Definitions') against any Liability incurred by the Officer
in or arising out of the conduct of the business of CMSA or in or arising out of the
discharge of the Duties of the Officer.
(b)
Where the Board considers it appropriate, CMSA may execute a documentary
indemnity in any form in favour of any Officer of CMSA.
(c)
Where the Board considers it appropriate, CMSA may:
(i)
make payments by way of premium in respect of any contract effecting
insurance on behalf or in respect of an Officer of CMSA against any Liability
incurred by the Officer in or arising out of the conduct of the business of
CMSA or in or arising out of the discharge of the Duties of the Officer; and
(ii)
bind itself in any contract or deed with any officer of CMSA to make the
payments.
(d)
Where the Board considers it appropriate, CMSA may:
(i)
give a former Director access to certain papers, including documents
provided or available to the Directors and other papers referred to in those
documents; and
(ii)
bind itself in any contract with a Director or former Director to give the
access.
AMENDMENT OF CONSTITUTION
54. Amendment of Constitution
No addition, alteration or amendment of this Constitution will be effective unless:
(a)
such addition, alteration or amendment has been approved by special resolution of
the Members; and
(b)
CMSA has obtained any approval which is required by Law or by the Licence.
REPLACEABLE RULES
