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6 |

P a g e

Constitution of the Case Management Society

of Australia and New Zealand Limited (CMSA)

1.

Definitions

The following definitions apply in this Constitution unless the context requires otherwise:

Annual General Meeting

means the first general meeting held by CMSA in each financial

year under rule 10 ('General Meetings').

Annual Subscription

means any annual subscription fees set by the Board under rule 6

('Subscription').

ASIC

means the Australian Securities and Investments Commission.

Chair

means the person appointed by the Board under rule 29 to chair meetings

('Appointment of Office Bearers').

CMSA

means the Case Management Society of Australia and New Zealand Limited ACN 130

205 284

Corporations Act

means the

Corporations Act 2001

(Cth) and the Corporations

Regulations.

Director

means a person appointed or elected to the office of director of CMSA in accordance

with this Constitution.

Duties of the Officer

, for the purposes of rule 53 ('Indemnity of Officers, Insurance and

Access'), includes, in any particular case where the Board considers it appropriate, duties

arising by reason of the appointment, nomination or secondment in any capacity of an officer

by CMSA.

Eligible Person

means a person eligible to be appointed as a Director in accordance with rule

25 ('Persons Eligible for Appointment to the Board').

Executive Officer

means the Chief Executive Officer appointed by the Board under rule 32

('Appointment of Chief Executive Officer').

Law

means any statute, regulation, order, rule, subordinate legislation or other document

enforceable under any statute, regulation, rule or subordinate legislation.

Liability

means, for the purposes of rule 53 ('Indemnity of Officers, Insurance and Access'),

all costs, charges, losses, damages, expenses, penalties and liabilities of any kind including,

in particular, legal costs incurred in defending any proceedings (whether

criminal, civil, administrative or judicial) or appearing before any court, tribunal, government

authority or other body.

Licence

means any licence granted to CMSA by the Australian Securities and Investments

Commission (previously the Australian Securities Commission), pursuant to which CMSA is

entitled to omit the word 'Limited' from its name, and includes any modification of it and any

licence substituted for it.

Member

means a member of CMSA in accordance with the Corporations Act.

Member Present

means, in connection with a meeting, the Member present at the venue or

venues for the meeting, in person or by proxy, by attorney or, where the Member is a body

corporate, by representative.

Members' Register

means the register of Members which must be kept under rule 9