CMSA Constitution and By-laws

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 bind itself in any contract or deed with any officer of CMSA to make the payments. 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 bind itself in any contract with a Director or former Director to give the access.

(ii)

(d)

Where the Board considers it appropriate, CMSA may:

(i)

(ii)

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

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