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Constitution - 20. Execution of Documents

20. EXECUTION OF DOCUMENTS

20.1 Common Seal

If the Company has a common seal, the Company may execute a document if that seal is fixed to the document and the fixing of that seal is witnessed by:

(a) two (2) Directors; or

(b) a Director and a Secretary.

20.2 Without Common Seal

The Company may execute a document without a common seal if the document is signed by:

(a) two (2) Directors; or

(b) a Director and a Secretary.

20.3 Other execution & resolutions

(a) The Company may execute a document as a deed if the document is expressed to be executed as a Deed and is executed in accordance with clause 20.1 or clause 20.2 or is executed by a person duly appointed as an attorney of the Company under a valid Power of Attorney.

(b) The Directors may resolve, generally or in a particular case, that any signature on certificates for securities of the Company may be affixed by mechanical or other means.

(c) Negotiable instruments may be signed, drawn, accepted, endorsed or otherwise executed by or on behalf of the Company in the manner and by the persons as the Directors resolve.

(d) Notwithstanding clauses 20.1 and 20.2, the Directors may resolve, generally or in a particular case, to delegate authority to the Chief Executive Officer to execute documents on behalf of the Company.

Constitution

Constitution

Table of contents

1. Preliminary

2. Objects & powers

3. Membership

4. Associates

5. Nominated representatives

6. Membership subscriptions

7. Annual General Meetings

8. General Meetings

9. Proceedings at General Meetings

10. Voting

11. Company Board

12. Election

13. Vacation of office

14. Proceedings of the Board

15. Interests of Directors

16. Secretary

17. Chief Executive Officer

18. Remuneration

19. Member Council

20. Execution of documents

21. Administration

22. Winding up and liability

23. By-Laws

24. Variation of Constitution

25. Severing invalid provisions

26. Technology

By-Laws

Membership By-Laws

Election By-Laws

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