1/ The name of the Company is the “ALLIANCE FRANÇAISE de SYDNEY” (hereinafter called “the Alliance”).

2/ The Alliance is a non profit company limited by guarantee.

3/ The objects for which the Alliance is established are:

3.1 to promote and encourage the use of the French language in Greater Sydney;

3.2 to bring together those seeking to contribute to the development of knowledge, awareness of French culture and language;

3.3 to promote a better mutual understanding between Australia and France in developing linguistic and cultural exchanges;

4/ The Alliance is a company, which is independent of any other company and/or organisation and has no political affiliation and must act at all times without any form of discrimination.

5/ The Alliance notes that it forms part of a network of organisations around the world with similar objects, and the principal member of this network is the Alliance Française de Paris, itself a non profit organisation having its registered office at 101 boulevard Raspail, Paris, 75006 France.

6/ The registered office of the Alliance is at 257 Clarence Street, Sydney in the State of New South Wales 2000.

7/ In order to carry out these objects, the Alliance has the legal capacity of a natural person and, subject only to the restrictions contained in this Memorandum, has all of those powers permitted under the law as amended from time to time.

8/ The objects specified in clause 3 and the powers of the Alliance referred to in the preceding clause shall be regarded as independent objects and powers respectively and accordingly shall in no way be limited or restricted (except where otherwise expressed in such paragraphs) by reference to or inference from the terms of any other clause or the name of the Alliance, but may be carried out in as full and ample a manner and construed in as wide a sense as is each of the said clauses defined the objects and powers of a separate and distinct company.



9/ INCOME AND PROPERTY

9.1 The income and property of the Alliance, however derived or obtained, shall be applied solely towards the promotion of the objects of the Alliance as set forth in this Memorandum and no part thereof shall be paid or transferred, directly or indirectly, by way of dividend, bonus or otherwise howsoever by way of profit, to the Members.

9.2 Nothing contained in this clause shall prevent:

9.2.1 the payment, in good faith, of reasonable and proper remuneration to any officer or servant of the Alliance;

9.2.2 the payment of interest, at a rate not exceeding the rate for the time being charged by Bankers in Australia for the overdrawn accounts, on any money lent to the Alliance by any Member; or

9.2.3 the payment of any reasonable rental for premises leased to the Alliance by any Member.

10/ LIABILITY The liability of the members is limited.

11/ CONTRIBUTION Each member of the Alliance undertakes to contribute to the Alliance in the event its being wound up while he or she is a Member or within one year after he or she ceases to be a Member, for payment of the debts and liabilities of the Alliance contracted before he or she ceases to be a Member and of 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 Five dollars (5.00).

12/ WINDING UP If upon the winding-up or dissolution of the Alliance there remains, after satisfaction of all its debts and liabilities, any property whatsoever, the same shall only be paid to or distributed to some other entity or entities having objects similar to the objects of the Alliance and whose memorandum of association or constitution shall prohibit the distribution of its or their income and property among its or their members to an extent as least as great as is imposed on the Alliance under or by virtue of this memorandum, such entity or entities to be determined by the members of the company at or before the time of winding up or dissolution, and in default thereof by the Supreme Court of the State of New South Wales.

13/ ACCOUNTS True accounts shall be kept of the sums of money received and expended by the Alliance, and the matter in respect of which such receipt and expenditure takes place, and of the property, credits, and liabilities of the Alliance; 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 Alliance for the time being in force, shall be open to the inspection of the members. Once at least in every year, the accounts of the Alliance shall be examined and the correctness of the balance sheet ascertained by one or more properly qualified Auditor or Auditors.

14/ The names, addresses and occupations of the subscribers are as follow:

Name, Address and Occupation.

Marcel PILE
37, Arnold Street
KILLARA

Barrister-at-Law

Michel DANIEL
‘Easthaven’
35A Sutherland Crescent,
DARLING POINT

Administrative Officer with French Bank

Henri DELEDICQUE
9/17 Waruda Street
KIRRIBILLI N.S.W.

Administrative Officer – Citra Australia

Jean FOMBERTAUX
23 Karoo Avenue
EAST LINDFIELD

Architect

John Gregory STANBURY
115, Macleay St
POTTS POINT

General Practitioner.

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.

Signature of Subscribers	Witness to Signature and Address of Witness
Marcel PILE 37, Arnold Street KILLARA Barrister-at-Law Michel DANIEL ‘Easthaven’ 35A Sutherland Crescent, DARLING POINT Administrative Officer with French Bank Henri DELEDICQUE 9/17 Waruda Street KIRRIBILLI N.S.W. Administrative Officer – Citra Australia Jean FOMBERTAUX 23 Karoo Avenue EAST LINDFIELD Architect John Gregory STANBURY 115, Macleay St POTTS POINT General Practitioner	J.M. Lepecq, 5 Bridge End Wollstonecraft 2065 Teacher J.M. Lepecq J.M. Lepecq J.M. Lepecq J.M. Lepecq

DATED this

 

INTERPRETATION

1/ In these regulations –

“The Act” means the Companies Act, 2001 (Cth).

“The Alliance” means the “Alliance Française de Sydney”.

“The Committee” means the Board of Directors of the Alliance as described in article 35.

“Committee Member” means a director of the Alliance.

“Member” means a member of the Alliance pursuant to the Memorandum of Association and as set out in article 6.

“President” is the president for the time being of the Committee of the Alliance as described in article 33.

“Seal” means the common seal of the Alliance and includes any official seal of the Alliance.

“Secretary” means the person appointed to perform the duties of a secretary of the Alliance.

Words in masculine gender only include the feminine and neutral gender.

Words in the singular include the plural and vice versa.

Headings are included for the sake of convenience only and do not affect the meaning of the articles to which they relate.

A reference to any legislation or to any provision of any legislation includes any modification or re-enactment of it, any legislative provisions substituted for it and all regulations and statutory instruments issued under it.





2/ The Alliance is established for the objects set out in the Memorandum of Association.




3/ The number of members with which the Alliance proposes to be registered is Two Thousand (2,000) but the Committee may from time to time register an increase of members

4/ The subscribers to the Memorandum of Association and such other persons as the Committee shall admit to membership in accordance with these regulations shall be members of the Alliance

5/ If the whole of the funds and other assets of the unincorporated Association become the absolute property of the Alliance forthwith after its incorporation then every person who at the date of the incorporation of the Alliance is a member of the unincorporated Association and who on or before the first day of January 1971 agrees in writing to become a member of the Alliance shall be admitted by the Committee to membership of the Alliance. Every member of the Alliance who previously to his agreeing to become a member of the Alliance has paid his subscription due on the first day of January 1970 as a member of the unincorporated Association, shall not be liable to pay any further sum by way of annual subscription to the Alliance for the period prior to the first day of January 1971.


6/

6.1 Every applicant for membership of the Alliance (other than the subscribers to the Memorandum of Association and members of the unincorporated Association referred to in article 5) shall be proposed by one and seconded by another member of the Alliance to both of whom the applicant shall be personally known. The application for membership shall be made in writing, signed by the applicant and his proposer and seconder and shall be in such form as the Committee from time to time prescribes.

6.2 Any student of the Alliance shall enjoy the advantages of membership of the Alliance to the full extent of members of the Alliance for the period of that student’s enrolment as a student of the Alliance and for the next succeeding period of two months. However, the advantages and privileges of membership of the Alliance as hereby extended to students shall not include the right to vote as a member of the Alliance.

6.3 All persons who are employed by the Alliance shall similarly enjoy the privileges of membership of the Alliance for the period of their employment, but equally without the right to vote as a member of the Alliance. Further, personnel of the Alliance are not able during the period of their employment to become financial members of the Alliance.

7/ At the next meeting of the Committee after the receipt of any application for membership, such application shall be considered by the Committee, who shall thereupon determine upon the admission or rejection of the applicant. In no case shall the Committee be required to give any reason for the rejection of an applicant.

8/ When an applicant has been accepted for membership the Secretary shall forthwith send to the applicant written notice of his acceptance and a request for payment of his first annual subscription. Upon payment of his first annual subscription the applicant shall become a member of the Alliance, provided nevertheless that if such payment be not made within two calendar months after the date of the notice, the Committee may in its discretion cancel its acceptance of the applicant for membership of the Alliance.

9/ The annual Subscription payable by members of the Alliance shall be such as the Alliance in General Meeting shall from time to time prescribe, provided that until the Alliance shall otherwise resolve the Annual Subscription shall be $8.00.

10/ All annual subscriptions shall become due and payable in advance on the commencement of membership and thereafter on each anniversary thereof.




11/ If the subscription of a member shall remain unpaid for a period of two calendar months after it becomes due then the member may after notice of the default shall have been sent to him by the Secretary or Honorary Treasurer be debarred by resolution of the Committee from all privileges of membership and his name may be removed by the Committee from the register of members and restore his name to the Register on payment of all arrears if the Committee thinks fit to do so.




12/ A member may at any time by giving notice in writing to the Secretary resign his membership of the Alliance but shall continue liable for any annual subscription and all arrears due and unpaid at the date of his resignation and all other moneys due by him to the Alliance and in addition for any sum not exceeding five dollars for which he is liable as a member of the Alliance under Clause 7 of the Memorandum of Association of the Alliance.

13/ If any member shall wilfully refuse or neglect to comply with the provisions of the Memorandum or Articles of Association of the Alliance or shall be guilty of any conduct which in the opinion of the Committee is unbecoming of a member or prejudicial to the interest of the Alliance the Committee shall have the power to expel the member from the Alliance and erase his name from the Register of Members provided that at least one week before the meeting of the Committee at which a resolution for his expulsion is passed the member shall have had notice of such meeting and of what is alleged against him and of the intended resolution for his expulsion and that he shall at such meeting and before the passing of such resolution have had an opportunity of giving orally or in writing any explanation or defence he may think fit and provided further that any such member may by notice in writing lodged with the Secretary at least twenty four before the time for holding the meeting at which the resolution for his expulsion is to be considered by the Committee elect to have the question of his expulsion dealt with by the Alliance in general meeting and in that event an extraordinary general meeting of the Alliance shall be called for the purpose and if at the meeting a resolution for the expulsion of the member be passed by a majority of two-thirds of those present and voting (such vote to be taken by ballot) the member shall be expelled and his name removed from the Register of Members.

13A. Honorary Membership may be granted by the Committee without the payment of any subscription to any person over the age of 18 years provided he has one of the following qualifications:-

(a) The Patron who shall, subject to his consent being forthcoming, be His Excellency the Governor of the State of New South Wales.

(b) The President d’Honneur who shall, subject to his consent being forthcoming, be His Excellency The Ambassador of the Republic of France .

(c) The Vice President d’Honneur who shall, subject to his consent being forthcoming, be His Excellency The Consul General of the Republic of France at Sydney.

13B. Honorary Members (other than Honorary Life Members) shall only be entitled to the social privileges of membership of the Alliance and may attend meetings as observers not entitled to vote.

13C. A member of the Alliance including an Honorary Member may be made an Honorary Life Member by resolution of a general meeting of the Alliance following the submission of a recommendation to the general meeting of the Committee to that effect, provided that there shall not be at any one time more than three Honorary Life Members. Life Membership shall only be conferred in recognition of outstanding services to the Alliance.






14/ The first general meeting shall be held at such time, not being less than one month nor more than three months after the incorporation of the Alliance and at such place as the Committee may determine.



15/ An annual general meeting of the Alliance shall be held in accordance with the provisions of the Act. All general meetings, other than the Annual General Meetings, shall be called extraordinary general meetings.



16/ Any member of the Committee may whenever he thinks fit convene an extraordinary general meeting, and extraordinary general meetings shall be convened on such requisition or in default may be convened by such requisitionists as provided by the Act.



17/ Subject to the provisions of the Act relating to special resolutions and agreements for shorter notice, twenty-one days’ notice at the least (exclusive of the day on which the notice is served or deemed to be served, but inclusive of the day for which notice is given) specifying the place the day and the hour of the meeting and in case of special business the general nature of that business shall be given to such persons as are entitled to receive such notice from the Alliance.



18/ All business shall be special that is transacted at an extraordinary general meeting, and also all that is transacted at an annual general meeting, with the exception of the consideration of the accounts, balance sheets, and the report of the Committee and Auditors, the election of the officers and other members of the Committee in the place of those retiring, and the appointment and fixing of the remuneration of the Auditors.






19/ No business shall be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business. Save as herein otherwise provided, 20 members present in person shall be a quorum. For the purpose of this Article a member includes a person attending as a proxy or as representing a corporation which is a member.



20/ If within half an hour from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved; in any other case it shall stand adjourned to the same day in the next week at the same time and place, or to such other day and at such other time and place as the Committee may determine, and if at the adjourned meeting a quorum is not present within half an hour from the time appointed for the meeting, the members present being not less than two shall be a quorum.



21/ The President shall preside as Chairman at every general meeting of the Alliance, or if there is no President, or if he is not present within fifteen minutes after the time appointed for the holding of the meeting or is unwilling to act, the Vice-President shall be the Chairman or if the Vice-President is not present or is unwilling to act then the members present shall elect one of their number to be Chairman of the meeting.



22/ The Chairman may, with the consent of any meeting at which a quorum is present (and shall if so directed by the meeting), adjourn the meeting from time to time and from place to place, but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall be given as in the case of an original meeting. Save as aforesaid it shall not be necessary to give any notice of an adjournment or of the business to be transacted at an adjourned meeting.



23/ At any general meeting a resolution put to the vote of the meeting shall be decided on a show of hands unless a poll is (before or on the declaration of the result of the show of hands) demanded -
a- by the Chairman; or
b- by at least three members present in person or by proxy.
Unless a poll is so demanded a declaration by the Chairman that a resolution has on a show of hands been carried or carried unanimously, or by a particular majority, or lost, and an entry to that effect in the book containing the minutes of the proceedings of the Alliance shall be conclusive evidence of the fact without proof of the number or proportion of the vote recorded in favour of or against the resolution. The demand for a poll may be withdrawn.



24/ If a poll is duly demanded it shall be taken in such manner and either at once or after an interval or adjournment or otherwise as the Chairman directs, and the result off the poll shall be the resolution of the meeting at which the poll was demanded but a poll demanded on the election of a chairman or on a question of adjournment shall be taken forthwith.



25/ In the case of an equality of votes, whether on a show of hands or on a poll, the Chairman of the meeting at which the show of hands takes place or at which the poll is demanded shall be entitled to a second or casting vote.


26/ A Member may vote in person or by proxy or by attorney and on a show of hands every person present who is a member or a representative of a member shall have one vote and on a poll every member present in person or by proxy or by attorney or other duly authorised representative shall have one vote.



27/ A member who is of unsound mind or whose person or state is liable to be dealt with in any way under the law relating to mental health may vote, whether on a show of hands or on a poll, by his Committee or by his trustee or by such other person as properly has the management of his estate, and any such Committee, trustee or other person may vote by proxy or attorney.



28/ No member shall be entitled to vote at any general meeting if his annual subscription shall be more than one month in arrear at the date of the meeting.



29/ The instrument appointing a proxy shall be in writing (in the common or usual form) under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under seal or under the hand of an officer or attorney duly authorised. The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.

30/ Where it is desired to afford members an opportunity of voting for or against a resolution the instrument appointing a proxy shall be in the following form or a form as near thereto as circumstances admit:



I, …………………………………………………………… of ……………………………...
Being a member of the above named Alliance, hereby appoint
…………………………………………………………….. of ……………………………...
as my proxy to vote for me on my behalf at the (annual or extraordinary meeting, (as the case may be) general meeting of the Alliance to be held on the ……………. day of ………………
and at any adjournment thereof.

Signed this ………………….. day of …………………………………………………………..

This form is to be used in favour/against* the resolution.
• Strike out whichever is not desired. (Unless otherwise instructed, the proxy may vote as he thinks fit).

31/ The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at the registered office of the Alliance or at such other place within the State as is specified for that purpose in the notice convening the meeting, not less than forty-eight hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, o, in the case of a poll, not less than twenty-four hours before the time appointed for the taking of the poll, and in default the instrument of proxy shall not be treated as valid.

32/ A vote given in accordance with the terms of an instrument of proxy or attorney shall be valid notwithstanding the previous death or unsoundness of mind of the principal or revocation of the instrument or of the authority under which the instrument was executed, if no intimation in writing of such death, unsoundness of mind or revocation as aforesaid has been received by the Alliance at the registered office before the commencement of the meeting or adjourned meeting at which the instrument is used.



33/ The Officers of the Alliance shall be elected by the Committee from among themselves at the first Committee meeting after their appointment or election and shall consist of:
(a) President
(b) One or more Vice-President(s)
(c) An Honorary Treasurer
All of whom shall be members of the Alliance.



34/ The first Committee consisting of fifteen members shall be determined in writing by the Subscribers of the Memorandum of Association. They shall retire at the first general meeting but shall be eligible for re-election.



35/ Thereafter the Committee shall consist of a minimum of three and a maximum of fifteen members of the Alliance elected as herein provided.



36/ At the first general meeting of the Alliance and at the annual general meeting of the Alliance in each year thereafter the elected members of the Committee shall be elected from among the members and shall hold office until the next annual general meeting when they shall retire but they shall be eligible for re-election and at the first or any subsequent meeting of each newly elected committee two other members of the Alliance shall be co-opted by the elected members of the Committee and such co-opted members shall hold office as members of the Committee until the next annual general meeting when they shall retire.




37/ The election of the elected members of the Committee shall take place in the following manner:
a- Any two members of the Alliance shall be at liberty to nominate any other member to serve as a member of the Committee
b- The nomination, which shall be in writing and signed by the member and his proposer and seconder shall be lodged with the Secretary at least fourteen days before the annual general meeting at which the election is to take place;
c- A list of the Candidates’ name in alphabetical order, with the proposers’ and seconders’ names, shall be posted in a conspicuous place in the registered office of the Alliance for at least seven days immediately preceding the annual general meeting
d- Balloting lists shall be prepared (if necessary) containing the names of the candidates only in alphabetical order, and each member present at the annual meeting shall be entitled to vote for any number of such Candidates not exceeding fifteen.
e- The Candidate obtaining the greatest number of the votes shall be elected and in case of an equality of votes for the last place or places those candidates obtaining the same number of votes shall fill up the remaining vacancy or vacancies;

38/ The Alliance may from time to time by ordinary Resolution passed at a general meeting increase or reduce the number of elected or co-opted members of the Committee.




39/ The Committee shall have power at any time from time to time to appoint any member of the Alliance to the Committee to fill a casual vacancy but so that the total number of members of the Committee shall not at any time exceed the number fixed in accordance with these regulations. Any member of the Committee so appointed shall hold office only until the next following annual general meeting



40/ The Alliance may by ordinary resolution remove any member of the Committee before the expiration of his period of office, and may by an ordinary resolution appoint another person in his stead; the person appointed shall hold office only until the next following annual general meeting.



41/ The office of a member of the Committee shall become vacant if the member

a – ceases to be a member of the Committee by virtue of the act;
b – becomes bankrupt or makes arrangements or composition with his creditors generally;
c – becomes prohibited from being a director of a Company by reason of any order made under the Act;
d – becomes of unsound mind or a person whose person or estate is liable to be dealt with in any way under the law relating to mental health
e – resigns his office by notice in writing to the Alliance.
f – is absent without permission of the Committee from four consecutive meetings of the Committee;
g – holds an office of profit under the Alliance;
h – ceases to be a member of the Alliance; or
i – is directly or indirectly interested in any contract or proposed contract with the Alliance provided, however, that a member shall not vacate his office by reason of his being a member of any corporation society or association which has entered or proposes to enter into a contract with the Alliance if such corporation society or association is among the class of companies referred to in proviso Clause 9 of the Memorandum of Association of the Alliance and if he shall have declared the nature of his interest in manner required by the Act.

Provided always that nothing in this Article shall affect the operation of Clause 3 of the Memorandum of Association of the Alliance.






42 / The Committee may meet together for the despatch of business, adjourn and otherwise regulate its meetings as it thinks fit. A member of the Committee may at any time and the Secretary shall on the requisition of a member of the Committee summon a meeting of the Committee.



43/ Subject to these regulations questions arising at any meeting of the Committee shall be decided by a majority of votes and a determination by a majority of the members of the Committee shall for all purposes be deemed a determination of the Committee. In case of an equality of votes the Chairman of the meeting shall have a second or casting vote.



44.1/ A member of the Committee shall not vote in respect of any contract or proposed contract with the Alliance in which he is interested, or any matter arising thereat, and if he does so vote his vote shall not be counted.

44.2/ A member of the Committee shall at no time receive any remuneration by way of payment, gods or services in return for carrying out the functions of a member of the Committee.



45/ The quorum necessary for the transaction of the business of the Committee shall be five.



46/ The continuing members of the Committee may act notwithstanding any vacancy in the Committee, but if and so long as their number is reduced below the number fixed by or pursuant to these regulations as the necessary quorum of the Committee, the continuing member or members may act for the purpose of increasing the number of members of the Committee to that number or of summoning a general meeting of the Alliance, but for no other purpose.



47/ The President shall preside as Chairman at every meeting of the Committee, or if there is no President, or if at any meeting he is not present within ten minutes after the time appointed for holding the meeting, the Vice-President shall be Chairman or if the Vice-President is not present at the meeting then the members may choose one of their number to be the Chairman of the meeting



48/ The Committee shall have power from time to time to make such By-Laws, rules or regulations not inconsistent with the Memorandum and Articles of Association of the Alliance as in the opinion of the Committee are necessary and desirable for the proper control administration and management of the financial affairs interests effects and property of the Alliance and to amend or rescind from time to time any such by-laws rules and regulations. The Alliance in general meeting may revoke and disallow any such by-laws rule or regulation.



49/ The Committee may delegate any of its powers to sub-committee consisting of such member or members of the Committee as they think fit; any sub-committee so formed shall in the exercise of the powers so delegated conform to any regulations that may be composed on it by the Committee.



50/ A sub—committee may elect a Chairman of its meetings; if no such Chairman is elected or if at any meeting the Chairman is not present within ten minutes after the time appointed for holding the meeting, the members present may choose one of their number to be Chairman of the meeting



51/ A sub-committee may meet and adjourn as it thinks proper. Questions arising at any meeting shall be determined by a majority of votes of the members present, and in the case of an equality of votes the Chairman shall have a second or casting vote.



52/ All acts done by any meeting of the Committee or of a sub-committee or by any person acting as a member of the Committee shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any such member of the Committee or person acting as aforesaid, or that the members of the Committee or any of them were disqualified, be as valid as if every such person had been duly appointed and was qualified to be a member of the Committee.



53/ A resolution in writing signed by all members of the Committee for the time entitled to receive notice of a meeting of the Committee, shall be as valid and effectual as if it had been passed at a meeting of the Committee duly convened and held. Any such resolution may consist of several documents in like form, each signed by one or more members of the Committee.



54/ The Secretary shall in accordance with the Act be appointed by the Committee for such term, at such remuneration and upon such conditions as it think fit; and any secretary so appointed may be removed by it. Nothing herein shall prevent the Committee from appointing a member of the Alliance as Honorary Secretary and any member so appointed shall forthwith become an officer of the Alliance and, if not already a member of the Committee ex officio a member of the Committee and shall be subject to the provision of Clause 9 of the Memorandum of Association.

55/ The Committee shall provide for the safe custody of the seal which shall only be used by the authority of the Committee or of a sub-committee of members of the Committee authorised by the Committee in that behalf, and every instrument to which the seal is affixed shall be signed by a member of the Committee and shall be counter-signed by the Secretary or by a second member of the Committee or by some other person appointed by the Committee for the purpose.


56/ The Committee shall cause proper accounting and other records to be kept and shall distribute copies of every profit and loss account and balance-sheet (including every document required by law to be attached thereto) accompanied by a copy of the Auditors report thereon as required by the Act provided, however, that the Committee shall cause to be made out and laid before each Annual general meeting a balance sheet and profit and loss account made up to a date not more than six months before the date of the meeting.



57/ The Committee shall from time to time determine in accordance with Clause 13 of the Memorandum of Association at what time and places and under what conditions or regulations the accounting and other records of the Alliance shall be open to the inspection of members not being members of the Committee, and no member (not being a member of the Committee) shall have any right of inspecting any account or book or paper of the Alliance except as conferred by status or by Clause 13 of the Memorandum of Association or authorised by the Committee or by the Alliance in general meeting.



58/ A properly qualified Auditor shall be appointed and his remuneration fixed and duties regulated in accordance with the Act and Clause 13 of the Memorandum of Association.



59/ A notice may be given by the Alliance to any member either personally or by sending it by post to him at his registered address, or (if he has no registered address within the State) to the address, if any, within the State supplied by him to the Alliance for the giving of notices to him. Where a notice is sent by post, service of the notice shall be deemed effected by properly addressing, prepaying, and posting a letter containing the notice, and to have been effected in the case of a notice for a meeting on the day after the date of its posting, and in any other case at the time at which the letter would be delivered in the ordinary course of post.



60/
1 – Notice of every general meeting shall be given in any other hereinbefore authorised to
a – every member except those members who (having no registered address within the State) have not supplied to the Alliance an address within the State for the giving of notices to them; and
b – the Auditor or Auditors for the time being at the Alliance.
2 – No other person shall be entitled to receive notices of general meetings.



61/ The provisions of Clause 12 of the Memorandum of Association relating to the winding-up or dissolution of the Alliance shall have effect and be observed as if the same were repeated in these regulations.



62/ Every member of the Committee, Auditor, Secretary and other officer for the time being of the Alliance shall be indemnified out of the assets of the Alliance against any liability arising out of the duties of his office which is incurred by him defending any proceedings, whether civil or criminal, in which judgement is given in his favour or in which he is acquitted or in connection with any application under the Act in which relief is granted to him by the Court in respect of any negligence default breach of duty or breach of trust.

WE, the several persons whose signatures appear hereunder being the subscribers to the Memorandum of Association hereby agree to the foregoing Articles of Association.

Signature of Subscribers	Witness to Signature and Address of Witness
Marcel PILE 37, Arnold Street KILLARA Barrister-at-Law Michel DANIEL ‘Easthaven’ 35A Sutherland Crescent, DARLING POINT Administrative Officer with French Bank Henri DELEDICQUE 9/17 Waruda Street KIRRIBILLI N.S.W. Administrative Officer – Citra Australia Jean FOMBERTAUX 23 Karoo Avenue EAST LINDFIELD Architect John Gregory STANBURY 115, Macleay St POTTS POINT General Practitioner	J.M. Lepecq, 5 Bridge End Wollstonecraft 2065 Teacher J.M. Lepecq J.M. Lepecq J.M. Lepecq J.M. Lepecq