22. WINDING UP AND LIABILITY
22.1 Dissolution
The Company may be dissolved by a special resolution of the Full Members at a General Meeting.
22.2 Contribution of the Member on winding up
Every person who is or has been a Member undertakes to contribute to the assets of the Company in the event of the Company being wound up while he or she is a Member, or within one (1) year of ceasing to be a Member, such amount as may be required not exceeding ten dollars ($10.00), for the payment of the debts and liabilities of the Company contracted whilst the Member or past Member as the case may be was a Member of the Company, and the costs, charges and expenses of winding up and for the adjustment of the rights of the contributors amongst themselves.
22.3 Distribution of property on winding up
Where on the winding up of the Company or dissolution of the Company there is a surplus of assets after satisfying all the Company’s liabilities and expenses, the surplus will not be paid or distributed to any Member but will be given or transferred to another institution or company having similar objects to those described in clause 2 hereof, being an institution or body that prohibits the distribution of income, profit or assets to its members, or to the Commonwealth of Australia.
22.4 Officers indemnities and insurance
(a) To the extent permitted by the Corporations Act:
(i) the Company indemnifies every person who is or has been an Officer of the Company or of a wholly-owned subsidiary of the Company against any liability for costs and expenses incurred by that person in defending any proceedings in which judgement is given in that person’s favour, or in which the person is acquitted, or in connection with an application in relation to any proceedings in which the Court grants relief to the person under the law; and
(ii) the Company indemnifies every person who is or has been an Officer of the Company or of a wholly-owned subsidiary of the Company against any liability incurred by that person, as an Officer of the Company or of a wholly-owned subsidiary of the Company, to another person (other than the Company or a Related Body Corporate of the Company) unless the liability arises out of conduct involving a lack of good faith.
(b) The Company may pay, or agree to pay, a premium in respect of a contract insuring a person who is or has been an Officer of the Company or of a subsidiary of the Company against a liability:
(i) incurred by the person in their capacity as an Officer of the Company or of a subsidiary of the Company or in the course of acting in connection with the affairs of the Company of a subsidiary of the Company or otherwise arising out of the Officer holding such office provided that the liability does not arise out of conduct involving a wilful breach of duty in relation to the Company or a subsidiary of the Company or a contravention of Sections 182 and 183 of the Corporations Act; or
(ii) for costs and expenses incurred by that person in defending proceedings, whatever their outcome.
(c) In this clause 22.4:
(i) the term “proceedings” means any proceedings, whether civil or criminal, being proceedings in which it is alleged that the person has done or omitted to do some act, matter or thing in their capacity as Officer, or in the course of acting in connection with the affairs of the Company or a wholly owned subsidiary or subsidiary of the Company, or otherwise out of the Officer holding such office, including proceedings alleging that he or she was guilty of negligence, default, breach of trust or breach of duty in relation to the Company or a wholly-owned subsidiary or subsidiary of the Company, and
(ii) the term “Officer” has the meaning given to that term in section 9 of the Corporations Act.