Corporations Law

Company Limited by Guarantee

Memorandum of Association

of

Australian Space Research Institute Limited

1. Name

The name of the company is AUSTRALIAN SPACE RESEARCH INSTITUTE LIMITED.

2. Objects

The objects of which the Company has been established are to, on a non-profit basis:

1. Develop and advance space science and technology.
2. Conduct, encourage and promote research in the field of space science and technology.
3. Educate and extend knowledge in the field of space science and
   technology and to make available education opportunities in the field
   of space science and technology to supplement and further those
   opportunities made available by established education institutions.
4. Conduct, co-ordinate and support projects for the advancement of the above objects.




3. Powers

Solely for the purpose of carrying out the aforesaid objects and not otherwise the Company shall have power to:

1. Subscribe to, become a member of an co-operate with any other
   association or organisation, whether incorporated or not, whose objects
   are altogether or in part similar to those of the Company provided that
   the Company shall not subscribe to or support with its funds any
   association or organisation which does not prohibit the distribution of
   its income and property among its members to an extent at least as
   great as that imposed on the Company under or by virtue of Clause 4 of
   this Memorandum.
2. Buy, sell and deal in all kinds of apparatus, literature and other
   items required by the members of the Company or persons frequenting the
   Company's premises.
3. Purchase, take on lease or in exchange, hire and otherwise acquire
   any lands, buildings, easements or property, real and personal and any
   rights or privileges which may be requisite for the purposes of, or
   capable of being conveniently used in connection with, any of the
   objects of the Company provided that in case the Company shall take or
   hold any property which may be subject to any trusts the Company shall
   only deal with the same in such manner as is allowed by law having
   regard to such trusts.
4. Enter into any arrangements with any Government or authority,
   supreme, municipal, local or otherwise that may seem conducive to the
   Company's objects or any of them; and to obtain form any such
   Government or authority any rights, privileges and concessions which
   the Company thinks it desirable to obtain; and to carry out, exercise
   and comply with any such arrangements, rights, privileges and
   concessions.
5. Appoint, employ, remove or suspend such managers, clerks,
   secretaries, servants, workmen, agents, consultants and other persons
   as may be necessary or convenient for the purposes of the Company.
6. Establish and support or aid in the establishment and support of
   associations, institutions, funds, trusts and conveniences calculated
   to benefit employees or past employees of the Company or the dependants
   or connections of any such persons; and to grant pensions and
   allowances; and to make payments towards insurance; and to subscribe or
   guarantee money for charitable or benevolent objects, or for any
   public, general or useful object.
7. Construct, improve, maintain, develop, work, manage, carry out,
   alter or control any houses, buildings, grounds, works or conveniences
   calculated directly or indirectly to advance the Company's interest and
   to contribute to, subsidise or otherwise assist and take part in the
   construction, improvement, maintenance, development, working,
   management, carrying out, alteration or control thereof.
8. Invest and deal with the money of the Company not immediately
   required in such manner as may be permitted by law for the investment
   of trust funds.
9. Borrow or raise or secure the payment of money in such manner as
   the Company may think fit and to secure the same or the repayment or
   performance or any debt liability contract guarantee or other
   engagement incurred or to be entered into by the Company in any way and
   in particular by the issue of debentures perpetual or otherwise charged
   upon all or any of the Company's property (both present and future),
   and to purchase, redeem or pay off any such securities.
10. Make, draw, accept, endorse, discount, execute and issue promissory
    notes, bills of exchange, bills of lading and other negotiable or
    transferable instruments.
11. In furtherance of the objects of the Company to sell, improve,
    manage, develop, exchange, lease, dispose of, turn to account or
    otherwise deal with all or any part of the property and rights of the
    Company.
12. Take or hold mortgages, liens and charges to secure payment of the
    purchase price or any unpaid balance of the purchase price, of any part
    of the Company's property of whatsoever kind sold by the Company, or
    any money due to the Company from purchasers and others.
13. Take any gift of property whether subject to any special trust or
    not, for any one or more of the objects of the Company but subject
    always to the proviso in paragraph (c) of this Clause 3.
14. Take such steps by personal or written appeals, public meetings or
    otherwise, as may from time to time be deemed expedient for the purpose
    of procuring contributions to the funds of the Company, in the shape of
    donations, annual subscriptions or otherwise.
15. Print and publish any newspapers, periodicals, books or leaflets
    that the Company may think desirable for the promotion of its objects.
16. Amalgamate with any companies, institutions, societies or
    associations having objects altogether or in part similar to those of
    the company and which shall prohibit the distribution of its or their
    income and property among its or their members to an extent or least as
    great as that imposed upon the Company under or by virtue of Clause 4
    of this Memorandum.
17. Purchase or otherwise acquire and undertake all or any part of the
    property, assets, liabilities and engagements of any one or more of the
    companies, institutions, societies or associations with which the
    Company is authorised to amalgamate.
18. Transfer all or any part of the property, assets, liabilities and
    engagements of the Company to any one or more of the Companies,
    institutions, societies or associations with which the Company is
    authorised to amalgamate.
19. Make donations.
20. Do all such other things as are incidental or conducive to the
    attainment of the objects and the exercise of the powers of the
    Company.





Without limiting the generality of the foregoing the company has the powers set out in Section 161 of the Corporations Law.

4. Prohibition of Distribution of Profit to Members

The income and property of the Company whencesoever
derived, shall be applied solely towards the promotion of the objects
of the Company as set forth in this Memorandum of Association and no
portion thereof shall be paid or transferred, directly or indirectly,
by way of dividend, bonus or otherwise howsoever by way of profit, to
the members of the Company.

Provided that nothing herein shall prevent the
payment, in good faith, of reasonable and proper remuneration to any
officer, member or servant of the Company in return for any services
actually rendered to the Company, nor prevent the payment of interest
at a rate not exceeding market interest rates for overdrawn accounts on
money lent or reasonable and proper rent for premises demised or let by
any member to the Company but so that no member of the Board of the
Company shall be appointed to any salaried office of the Company or any
office of the Company paid by fees and that no remuneration or other
benefit in money or money's worth shall be given by the Company to any
member of the Board except repayment of out-of-pocket expenses and
interest at the range aforesaid on money lent or reasonable and proper
rent for premises demised or let to the Company. Provided that the
provision last aforesaid shall not apply to any payment to any company
of which a member of the Board may be a member and in which such member
shall not hold more than one-hundredth part of the capital and such
member shall not be bound to account for any share of profits he may
receive in respect of such payment.

5. Liability of Members

The liability of the members is limited.

6. Contribution by Members in Winding Up

Every member of the Company undertakes to contribute
to the property of the Company in the event of the same being wound up
while he is a member or within one (1) year after he ceases to be a
member for payment of the debts and liabilities of the Company
contracted before he 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 $10.00.

7. Distribution of Surplus Upon Winding Up

If upon the winding up or dissolution of the Company
there remains after satisfaction of all its debts and liabilities any
property whatsoever the same shall not be paid to or distributed among
the members of the Company but shall be given or transferred to some
other institution or institutions having objects similar to the objects
of the Company and which shall prohibit the distribution of its or
their income and property among its or their members to an extent at
lease as great as is imposed on the Company under or by virtue of
Clause 4 hereof such institution or institutions to be determined by
the members of the Company at or before the time of dissolution and if
and so far as effect cannot be given to the aforesaid provision them to
some charitable objects.

8. Accounts and Audit

True accounts shall be kept of the sums of money
received and expended by the Company and the matter in respect of which
such receipt and expenditure takes place and of the property credits
and liabilities of the Company 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 Company 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 Company shall be
examined by one or more properly qualified Auditor or Auditors who
shall report to the members in accordance with the provisions of the
Corporations Law.

9. Subscribers

The name and addresses and occupations of the subscribers are as follows:

Name and Address	Occupation
Craig Alexander LINDLEY 109 Constitution Road, Meadowbank 2112	Company Director
Anthony William RICHARDSON 76 Ryans Road, Umina 2257	Company Director
Paul Lindsay HAMILTON 733 Mowbray Road, Lane Cove 2066	Company Director
Gary James LUCKMAN 2 Meta Street, Ryde 2112	Company Director
Robert Geoffrey MORGAN 56 Kissing Point Road, Turramurra 2074	Company Director

Proposed Changes to the Memorandum of Association

The following changes are proposed for consideration at the next Annual General Meeting of ASRI:

Nil at present

Comments and suggestions from ASRI members for
amendment of this Memorandum are most welcome. Please make all such
comments and suggestions through the ASRI Secretary.