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:

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.