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Constitution

CONSTITUTION OF .au DOMAIN ADMINISTRATION LTD
ACN 079 009 340
A COMPANY LIMITED BY GUARANTEE

1. PRELIMINARY
1.1 Company limited by guarantee
1.2 Objects of the Company
1.3 Application of income and property
1.4 Certain payments allowed
1.5 Replaceable rules
1.6 Definitions
1.7 Interpretation of this document

2. MEMBERSHIP
2.1 Membership
2.2 Governing Members
2.3 Limited liability of members
2.4 Eligibility for membership
2.5 Resigning as a member
2.6 Expelling a member

3. MEMBERSHIP FEES
3.1 Annual membership fees
3.2 Membership fees payable on application for membership
3.3 Unpaid membership fees

4. ADVISORY COMMITTEES
4.1 Generally
4.2 General Advisory Standing Committee
4.3 Technical Advisory Standing Committee

5. DIRECTORS
5.1 Number of Directors
5.2 Eligibility
5.3 Nomination Committee
5.4 Appointment of Independent Directors
5.5 Election of Elected Directors
5.6 Appointment of Independent Chairperson
5.7 Retirement of Directors
5.8 Appointment to fill casual vacancy of Elected Director
5.9 Maximum Term
5.10 Cessation of Director's appointment
5.11 Removal from office
5.12 Too few Directors

6. POWERS OF THE BOARD
6.1 Powers generally
6.2 Exercise of powers

7. EXECUTING NEGOTIABLE INSTRUMENTS

8. DELEGATION OF BOARD POWERS
8.1 Power to delegate
8.2 Power to revoke delegation
8.3 Terms of delegation
8.4 Proceedings of committees

9. DIRECTORS' DUTIES AND INTERESTS
9.1 Compliance with duties under the Act and general law
9.2 Director can hold other offices etc
9.3 Disclosure of interests
9.4 Director interested in a matter
9.5 Agreements with third parties
9.6 Obligation of confidentiality

10. DIRECTORS' REMUNERATION
10.1 Payments to Directors
10.2 Payments to Directors with Board approval

11. OFFICERS' INDEMNITY AND INSURANCE
11.1 Indemnity
11.2 Insurance
11.3 Former officers
11.4 Deeds

12. BOARD MEETINGS
12.1 Convening Board meetings
12.2 Notice of Board meeting
12.3 Use of technology
12.4 Chairing Board meetings
12.5 Quorum
12.6 Majority decisions
12.7 Procedural rules
12.8 Written resolution
12.9 Additional provisions concerning written resolutions

13. MEETINGS OF MEMBERS
13.1 Annual general meeting
13.2 Calling meetings of members
13.3 Notice of meeting
13.4 Short notice
13.5 Postponement or cancellation
13.6 Fresh notice
13.7 Technology
13.8 Accidental omission

14. PROCEEDINGS AT MEETINGS OF MEMBERS
14.1 Member present at meeting
14.2 Quorum
14.3 Quorum not present
14.4 Chairing meetings of members
14.5 Attendance at general meetings
14.6 Adjournment
14.7 Business at adjourned meetings

15. PROXIES, ATTORNEYS AND REPRESENTATIVES
15.1 Appointment of proxies
15.2 Member's attorney
15.3 Deposit of proxy appointment forms, powers of attorney and proxy appointment authorities
15.4 Corporate representatives
15.5 Appointment for particular meeting, standing appointment and revocation
15.6 Position of proxy or attorney if member present
15.7 Priority of conflicting appointments of attorney or representative
15.8 More than one current proxy appointments
15.9 Continuing authority

16. ENTITLEMENT TO VOTE
16.1 Number of votes
16.2 Casting vote of chair
16.3 Voting restrictions
16.4 Decision on right to vote

17. HOW VOTING IS CARRIED OUT
17.1 Method of voting
17.2 Demand for a poll
17.3 When and how polls must be taken
17.4 Board may determine Direct Voting to apply
17.5 Direct Votes count on a poll
17.6 Withdrawal of Direct Vote
17.7 Vote not affected by death, etc. of member

18. SECRETARY
18.1 Appointment of Secretary
18.2 Terms and conditions of office
18.3 Cessation of Secretary's appointment
18.4 Removal from office

19. MINUTES
19.1 Minutes must be kept
19.2 Minutes as evidence
19.3 Inspection of minute books

20. COMPANY SEALS
20.1 Common seal
20.2 Use of seals
20.3 Fixing seals to documents

21. FINANCIAL REPORTS AND AUDIT
21.1 Company must keep financial records
21.2 Financial reporting
21.3 Audit or review
21.4 Inspection of financial records and books

22. REGISTER OF MEMBERS

23. WINDING UP

24. NOTICES
24.1 Notices by Company
24.2 When notice is given
24.3 Business days
24.4 Notices to "lost" members

25. TRANSITIONAL PROVISIONS
25.1 Initial Members
25.2 Initial Board
25.3 Transition to Governing membership

Schedule 1 - Associate Members

1. PRELIMINARY

1.1 Company limited by guarantee

The Company is limited by guarantee and the liability of members is limited as provided in this document.

1.2 Objects of the Company

The Company is formed with the following objects:

(a) to be the administrator of, and the Australian self-regulatory policy body for the .au ccTLD and its associated second level domains;

(b) to maintain and promote the operational stability and utility of the .au ccTLD and more generally, the internet's unique identifier system, and to enhance the benefits of the internet to the wider community;

(d) to develop and establish a policy framework for the development and administration of the .au ccTLD including:

(i) rules governing the operations of second level domain registries;

(ii) the creation of second level domains;

(iii) rules governing the accreditation of registrars and registry operators;

(iv) rules governing the registration of names within second level domains and access to second level domain registries; and

(v) ensuring that registrars have equal access to second level registry services.

(e) to manage the operation of critical technical functions including:

(i) the primary and secondary .au name servers;

(ii) zone files for second level domains; and

(iii) a searchable data base containing information on registrations within the .au ccTLD;

(f) to liaise with national and international bodies on issues relating to the development and administration of domain name systems; and

(g) to establish appropriate complaints handling and dispute resolution processes to provide for conciliation or redress of grievances on matters associated with the administration of the .au ccTLD.

1.3 Application of income and property

Subject to rules 1.4 and 10.1, the Company must apply its income and assets solely towards promoting the objects of the Company as stated in rule 1.2. No part of the Company's income or assets may be paid or transferred directly or indirectly by way of dividend bonus or otherwise to members.

1.4 Certain payments allowed

Rule 1.3 does not prevent the payment of reasonable remuneration to any officer or employee of the Company or to any member of the Company or other person in return for services rendered to the Company. In addition rule 1.3 does not prevent the Company paying to a member:

(a) interest on money lent by the member to the Company at a rate not exceeding the rate charged by Australian banks for overdrawn accounts;

(b) reasonable remuneration for goods supplied by the member to the Company in the ordinary course of business; and

1.5 Replaceable rules

The replaceable rules referred to in section 141 do not apply to the Company and are replaced by the rules set out in this document.

1.6 Definitions

The following definitions apply in this document.

.au ccTLD means the country code top level domain that is the area of the internet domain system administered by Australia. For example ".au" in the internet address "www.auda.org.au".

Act means the Corporations Act 2001 (Cth).

Advisory Committee means a committee established under rule 4 to provide advice to the Board, including, without limitation, the General Advisory Standing Committee and the Technical Advisory Standing Committee.

Associate Member means any person permitted by the Board to be an Associate Member in accordance with Schedule 1.

Board means the Directors acting collectively under this document.

Company means the company named at the beginning of this document whatever its name is for the time being.

Department means the Australian Government Department of Communications and the Arts, or any successor department of the Australian Government.

Director means a person who is, for the time being, an Elected Director or Independent Director of the Company.

Direct Vote means a vote on a resolution delivered following a determination by the Board under rules 17.4 to 17.6 inclusive and in accordance with those rules (including any regulations made under rule 17.4 by the Board).

Early Transition Date means the date that is 30 days after both of the following conditions are satisfied:

(a) the number of Associate Members exceeds 12,500; and

(b) the Board has notified the Department in writing that the number of Associate Members has exceeded 12,500 and either:

(i) the Department has notified the Board in writing that it approves the transition of Associate Members to Governing Members; or
(ii) 30 days has passed since the Department was notified of the transition and the Department has not notified the Board in writing that it disapproves of the transition of Associate Members to Governing Members.

Elected Director means a person elected as a Director by the Company in general meeting under rule 5.5 or appointed to fill a casual vacancy pursuant to rule 5.8.

General Advisory Standing Committee means the Advisory Committee established under rule 4.2.

Governing Member means a person admitted as a Governing Member pursuant to rule 2.2.

Independent Chairperson means the Independent Director appointed as the Independent Chairperson pursuant to rule 5.6.

Independent Director means a person appointed as a Director by the Board under rule 5.4.

Late Transition Date means the date that is four years after the date of adoption of this constitution.

Member means a person whose name is entered in the Register as a member of the Company and which, for the avoidance of doubt, does not include an Associate Member.

Nomination Committee means the committee established and maintained by the Board under rule 5.3.

Ordinary resolution means a resolution passed at a meeting of members by a majority of the votes cast by members entitled to vote on the resolution.

Related Body Corporate has the meaning given by section 50.

Register means the register of members kept as required by sections 168 and 169.

Secretary means, during the term of that appointment, a person appointed as a secretary of the Company in accordance with this document.

Special resolution has the meaning given by section 9.

Technical Advisory Standing Committee means the Advisory Committee established under rule 4.3.

Transition Date means the earlier of:

(d) the Late Transition Date.

1.7 Interpretation of this document

Headings and marginal notes are for convenience only, and do not affect interpretation. The following rules also apply in interpreting this document, except where the context makes it clear that a rule is not intended to apply.

(a) A reference to:

(i) legislation (including subordinate legislation) is to that legislation as amended, modified in relation to the Company, re-enacted or replaced, and includes any subordinate legislation issued under it;

(ii) a document or agreement, or a provision of a document or agreement, is to that document, agreement or provision as amended, supplemented, replaced or novated;

(iii) a person includes any type of entity or body of persons, whether or not it is incorporated or has a separate legal identity, and any executor, administrator or successor in law of the person; and

(iv) anything (including a right, obligation or concept) includes each part of it.

(b) A singular word includes the plural, and vice versa.

(d) If a word is defined, another part of speech has a corresponding meaning.

(e) If an example is given of anything (including a right, obligation or concept), such as by saying it includes something else, the example does not limit the scope of that thing.

(f) The word agreement includes an undertaking or other binding arrangement or understanding, whether or not in writing.

(g) A power to do something includes a power, exercisable in the like circumstances, to revoke or undo it.

(h) A reference to a power is also a reference to authority or discretion.

(i) A reference to something being written or in writing includes that thing being represented or reproduced in any mode in a visible form.

(j) A word (other than a word defined in rule 1.6) which is defined by the Act has the same meaning in this document where it relates to the same matters as the matters for which it is defined in the Act.

(k) A reference to a Chapter, Part, Division, or section is a reference to a Chapter, Part, Division or section of the Act.

2. MEMBERSHIP

2.1 Membership

The members of the Company are the Governing Members.

2.2 Governing Members

(a) Subject to paragraph (b), the Governing Members of the Company are:

(i) the members of the Nomination Committee, appointed under rule 5.3; and

(ii) any other person the Board admits as a Governing Member, provided that the Board must not admit any person as a Governing Member under this sub-paragraph (ii) until after the Transition Date.

(b) A person who is nominated by the Department to be a member of the Nomination Committee as a representative of the Department is not a Governing Member of the Company.

2.3 Limited liability of members

If the Company is wound up each member undertakes to contribute to the assets of the Company up to an amount not exceeding $10 for payment of the debts and liabilities of the Company including the costs of the winding up. This undertaking continues for one year after a person ceases to be a member.

2.4 Eligibility for membership

(a) Any person who is a member of the Nomination Committee is a Governing Member of the Company.

(b) Following the Transition Date, any person who is not a member of the Nomination Committee is eligible to be a Governing Member if that person is eligible to hold a

.au domain name licence under the policy published by auDA.

(c) Unless the Board determines otherwise, a person may not be admitted to membership if, in the opinion of the board, the person would be disqualified from managing a corporation under Part 2D.6.

(d) Any person who is a Related Body Corporate of another Governing Member is not eligible to be a Governing Member of the Company. A Governing Member must immediately notify the Company upon becoming aware of a breach of this rule.

2.5 Resigning as a member

A member may resign from the Company by giving written notice to the Board.

2.6 Expelling a member

(a) Subject to rule 3.3(b), the Board may, by resolution, expel from the Company any member who:

(i) does not comply with this document or any by-laws, rules or regulations of the Company;

(ii) engages in conduct which, in the opinion of the Board, is prejudicial to the interests of the Company; or

(iii) would be disqualified from managing a corporation under Part 2D.6 of the Act,

and remove that member's name from the Register.

(b) At least 21 days before the Board holds a meeting to expel a member, the Board must give a written notice to the member which states:

(i) the allegations against the member;

(ii) the proposed resolution for the member's expulsion; and

(iii) that the member has an opportunity to provide a response to the allegations.

3. MEMBERSHIP FEES

3.1 Annual membership fees

(a) Unless exempted by the Board, each member must pay an annual membership fee, payable in full each year on a date determined by the Board from time to time.

(b) Payment of the annual membership fee must be made within one month of the due date (or such other date as the Board may determine from time to time) without prejudice to any rights of the member.

3.2 Membership fees payable on application for membership

An applicant for membership is obliged to pay the applicable annual membership fee at the time of application and any entrance fee determined by the Board from time to time.

3.3 Unpaid membership fees

(a) A member shall cease to be entitled to any of the rights or privileges of membership if:

(i) the annual membership fee or entrance fee, where applicable, of that member remains unpaid for one month after it becomes payable; and

(ii) a notice of default is given to the member,

but, subject to rule 3.3(b), those rights and privileges shall be reinstated on payment of all arrears.

(b) The Board may terminate the membership of a member for non-payment of membership fees if:

(i) the membership fees payable by the member have remained unpaid for a period of not less than one month after the due date for payment; and

(ii) after the end of that one month period, a notice of default has been given to the member by the Secretary; and

(iii) the membership fees payable by the member remain in arrears for a period of one month after the date of service of the notice of default upon the member in relation to those outstanding fees.

(c) Where the Board expels a member by following the procedure in rule 3.3(b), the Board is not required to follow the procedure in rule 2.6(b).

4. ADVISORY COMMITTEES

4.1 Generally

(a) The Board may from time to time establish one or more Advisory Committees. Advisory Committees shall act in an advisory capacity only and no Advisory Committee shall have or exercise any powers or authorities of the Board.

(b) The functions of each Advisory Committee are as determined by the Board and, subject to any such decision, are to inform the Board on matters within the remit of the Advisory Committee and the experience of its members and to recommend appropriate actions to the Board arising therefrom.

(c) The Board must acknowledge and consider any advice or recommendation received from an Advisory Committee at a Board meeting within 60 days of receiving from an authorised representative of the Advisory Committee a formal and final written report of such advice or recommendation.

(d) The Board may establish regulations governing:

(i) the manner in which proceedings of each Advisory Committee are to be conducted;

(ii) the matters which the Advisory Committee must consider in carrying out its functions;

(iii) appointment of members to each Advisory Committee; and

(iv) any other matters concerning the Advisory Committee or its functions that the Board considers appropriate.

(e) In the absence of any decision by the Board to the contrary, the meetings and proceedings of an Advisory Committee are governed by the provisions of this constitution as to the meetings and proceedings of the Board so far as they are applicable.

(f) There shall be no fee for membership of an Advisory Committee.

(g) The Board may resolve to pay reasonable remuneration to members of an Advisory Committee.

4.2 General Advisory Standing Committee

(a) Without limiting the generality of rule 4.1, the Board must establish a General Advisory Standing Committee and adopt a charter outlining the composition, operations and functions of the Committee. The General Advisory Standing Committee is an Advisory Committee governed by rule 4.1, however the provisions of this rule 4.2 apply to the extent of any inconsistency with rule 4.1.

(b) The role of the General Advisory Standing Committee is to receive and consider submissions from members of the general public who are interested in the management, operations, decisions or actions of the Company.

(c) On the third anniversary of the adoption of this constitution, the Board shall review the operations and functions of the General Advisory Standing Committee to determine whether it remains fit-for-purpose. On conclusion of this review, the Board may resolve to alter, replace, reinstate, disband or do any other thing to the General Advisory Standing Committee and its charter or other constituent documents.

4.3 Technical Advisory Standing Committee

(a) Without limiting the generality of rule 4.1, the Board must establish a Technical Advisory Standing Committee and adopt a charter outlining the composition, operations and functions of the Committee. The Technical Advisory Standing Committee is an Advisory Committee governed by rule 4.1, however the provisions of this rule 4.3 apply to the extent of any inconsistency with rule 4.1.

(b) The role of the Technical Advisory Standing Committee is to receive and consider submissions from members of the general public who are:

(i) interested in the management, operations, decisions or actions of the Company; and

(ii) have particular knowledge or expertise that relates to technical aspects of the operations, decisions or actions of the Company.

(c) On the third anniversary of the adoption of this constitution, the Board shall review the operations and functions of the Technical Advisory Standing Committee to determine whether it remains fit-for-purpose. On conclusion of this review, the Board may resolve to alter, replace, reinstate, disband or do any other thing to the Technical Advisory Standing Committee and its charter or other constituent documents.

5. DIRECTORS

5.1 Number of Directors

The Company must have:

(a) one Independent Chairperson;

(b) five Independent Directors; and

5.2 Eligibility

(a) A Director, or candidate for appointment or election as a director pursuant to this rule 5:

(i) need not be a member; and

(ii) must have been approved by the Nomination Committee.

(b) Neither the auditor of the Company nor any partner, director or employee of the auditor is eligible to act as a Director.

5.3 Nomination Committee

(a) The Board must establish and maintain a Nomination Committee, whose role is to:

(i) identify, scrutinise and approve candidates for appointment or election as a Director pursuant to this rule 5; and

(ii) receive and consider notices of concern from Associate Members or Governing Members regarding the performance or conduct of Directors.

(b) The Board must establish a charter of the Nomination Committee outlining the constitution, operations and functions of the Nomination Committee, which will be developed and (if appropriate) amended in consultation with the Department.

(c) The Board may, by resolution, appoint members to, or remove members from, the Nomination Committee, provided that the Board has notified the Department in writing of the proposed change and either:

(i) the Department has notified the Board in writing that it approves the proposed appointment or removal; or

(ii) 30 days has passed since the Department was notified of the proposed appointment or removal and the Department has not notified the Board in writing that it disapproves of the proposed change.

(d) Any notification by the Board in accordance with paragraph (c) must contain a statement of reasons for the proposed appointment or removal and, in the case of a proposed appointment, enough information about the proposed appointee to permit the Department to consider whether the proposed appointee is a suitable person for the role.

(e) The Department and the Board agree to consult in good faith in respect of any proposed appointment or removal during the 30 days after the Department receives notification by the Board in accordance with paragraph (c)(ii).

5.4 Appointment of Independent Directors

(a) Subject to this document (including the number of Directors fixed under rule 5.1 not being exceeded), the Board may appoint any person approved by the Nomination Committee in accordance with rule 5.2(a)(ii) to be an Independent Director at any time except during a general meeting.

(b) The Board cannot validly appoint a person as an Independent Director unless the person has been approved by the Nomination Committee.

5.5 Election of Elected Directors

(a) Prior to the Transition Date, the Board may, by resolution, appoint any person to be an Elected Director if that person:

(i) has been approved by the Nomination Committee in accordance with rule 5.2(a)(ii) to be an Elected Director; and

(ii) has received the most votes cast in favour in a ballot of Associate Members conducted in accordance with Schedule 1 (or, if the Board is appointing multiple persons, the candidates who receive the most votes), provided that a majority of votes cast in the ballot are in favour of the candidate.

(b) From the Transition Date, subject to section 201E and this document (including the number of Directors fixed under rule 5.1 being observed), the Company may, by ordinary resolution, elect any person approved by the Nomination Committee in accordance with rule 5.2(a)(ii) to be an Elected Director.

5.6 Appointment of Independent Chairperson

Subject to this document, the Board may appoint any Independent Director approved by the Nomination Committee to be the Independent Chairperson at any time except during a general meeting.

5.7 Retirement of Directors

(a) Subject to rule 5.7(d), an Independent Director (including the Independent Chairperson) automatically retires three years after the date of appointment and, subject to rule 5.9, is eligible for re-appointment by the Board pursuant to rule 5.4.

(b) Subject to rule 5.7(d), an Elected Director must retire from office at the third annual general meeting after the Elected Director was appointed, elected or last re-elected (whichever applies) and, following the Transition Date and subject to rule 5.9, is eligible for re-election by the Company in general meeting pursuant to rule 5.5.

(c) An Elected Director's retirement under rule 5.7(b) takes effect at the end of the relevant general meeting, unless (following the Transition Date) the Director is re-elected at that meeting.

(d) Where:

(i) multiple Independent Directors are appointed within six months of each other; or

(ii)

(A) prior to the Transition Date, multiple Elected Directors are appointed within six months of each other, or

(B) following the Transition Date, multiple Elected Directors are elected at the same annual general meeting,

the Board may resolve that one or more of those Directors must retire on an earlier date than the date specified in paragraph (a) or (b) (as applicable) if the Board considers that the future resignations of those Directors is likely to negatively impact the proper governance of the Company.

5.8 Appointment to fill casual vacancy of Elected Director

(a) Subject to this document, the Board may appoint a person approved by the Nomination Committee to fill a casual vacancy created by the cessation of an Elected Director under rule 5.10.

(b) A Director appointed to fill a casual vacancy under rule 5.8(a) must retire at the next annual general meeting following his or her appointment and, subject to rule 5.9, is eligible for appointment by the Board or election as an Elected Director in accordance with rule 5.5.

5.9 Maximum term

(Amended at AGM, 23 November 2018)

(a) Subject to paragraph (b), all Directors are subject to a maximum term of the greater of:

(i) six years; and

(ii) two terms of appointment or election, whether acting as an Independent Director or an Elected Director.

(b) All Directors who were Directors as at 27 September 2018 are subject to a maximum term of the greater of:

(i) nine years; and

(ii) three terms of appointment or election,

whether acting as an Independent Director, Elected Director or a Director prior to the date referred to in clause 25.2(b)."

5.10 Cessation of Director's appointment

A person automatically ceases to be a Director if the person:

(a) is not permitted by the Act (or an order made under the Act) to be a director;

(b) becomes disqualified from managing corporations under Part 2D.6 and is not given permission or leave to manage the Company under section 206F or 206G;

(d) fails to attend three consecutive Board meetings (not including meetings of a committee of the Board) without leave of absence from the Board;

(e) resigns by notice in writing to the Company;

(f) is removed from office under rule 5.11; or

(g) ceases to be eligible to act as a Director under rule 5.2.

5.11 Removal from office

Whether or not a Director's appointment was expressed to be for a specified period, the Company by ordinary resolution, and subject to section 203D, may remove a Director from office.

5.12 Too few Directors

If the number of Directors is reduced below six, the continuing Directors may act as the Board only:

(a) to appoint Directors up to that minimum number;

(b) to convene a meeting of members; and

6. POWERS OF THE BOARD

6.1 Powers generally

Except as otherwise required by the Act, any other applicable law or this document, the Board:

(a) has power to manage the business of the Company; and

(b) may exercise every right, power or capacity of the Company to the exclusion of the Company in general meeting and the members.

6.2 Exercise of powers

A power of the Board can be exercised only:

(a) by resolution passed at a meeting of the Board or otherwise in accordance with rule 12; or

(b) in accordance with a delegation of the power under rule 8.

7. EXECUTING NEGOTIABLE INSTRUMENTS

Negotiable instruments can be executed, accepted or endorsed for and on behalf of the Company by being signed by two Directors or a Director and Secretary or in such other

manner (including the use of facsimile signatures if thought appropriate) as the Board may decide.

8. DELEGATION OF BOARD POWERS

8.1 Power to delegate

The Board may delegate any of its powers as permitted by section 198D.

8.2 Power to revoke delegation

The Board may revoke a delegation previously made whether or not the delegation is expressed to be for a specified period.

8.3 Terms of delegation

A delegation of powers under rule 8.1 may be made:

(a) for a specified period or without specifying a period; and

(b) on the terms (including power to further delegate) and subject to any restrictions the Board decides.

A document of delegation may contain the provisions for the protection and convenience of those who deal with the delegate that the Board thinks appropriate.

8.4 Proceedings of committees

Subject to the terms on which a power of the Board is delegated to a committee, the meetings and proceedings of committees are, to the greatest extent practical, governed by the rules of this document which regulate the meetings and proceedings of the Board.

9. DIRECTORS' DUTIES AND INTERESTS

9.1 Compliance with duties under the Act and general law

Each Director must comply with his or her duties under the Act and under the general law.

9.2 Director can hold other offices etc

A Director may:

(a) hold any office or place of profit or employment other than that of the Company's auditor or any director or employee of the auditor;

(b) be a member of any corporation (including the Company) or partnership other than the Company's auditor; or

(d) enter into any agreement with the Company.

9.3 Disclosure of interests

Each Director must comply with the general law in respect of disclosure of conflicts of interest or duty and with section 191 in respect of disclosure of material personal interests.

9.4 Director interested in a matter

Each Director must comply with section 195 in relation to being present, and voting, at a Board meeting that considers a matter in which the Director has a material personal interest. Subject to section 195:

(a) a Director may be counted in a quorum at a Board meeting that considers, and may vote on, any matter in relation to which that Director has a conflict of interest or duty;

(b) the Company may proceed with any transaction in relation to which a Director has an interest or conflict of duty and the Director may participate in the execution of any relevant document by or on behalf of the Company;

(d) the Company cannot avoid the transaction merely because of the existence of the Director's interest or conflict of duty.

If the interest is required to be disclosed under section 191, paragraph (c) applies only if it is disclosed before the transaction is entered into.

9.5 Agreements with third parties

The Company cannot avoid an agreement with a third party merely because a Director:

(a) fails to make a disclosure of a conflict of interest or duty; or

(b) is present at, or counted in the quorum for, a Board meeting that considers or votes on that agreement.

9.6 Obligation of confidentiality

Every Director and Secretary must keep the transactions and affairs of the Company and the state of its financial reports confidential unless required to disclose them:

(a) in the course of duties as an officer of the Company;

(b) by the Board or the Company in general meeting; or

The Company may require a Director, Secretary, auditor, trustee, committee member or other person engaged by it to sign a confidentiality undertaking consistent with this rule. A Director or Secretary must do so if required by the Company.

10. DIRECTORS' REMUNERATION

10.1 Payments to Directors

Subject to rule 10.2 and rule 11, each Director is entitled to remuneration out of the funds of the Company as the Directors determine, but if the Company in general meeting has fixed an aggregate limit on the amount of remuneration payable to the Directors, the aggregate remuneration of Directors must not exceed that limit.

10.2 Payments to Directors with Board approval

With the approval of the Board the Company may pay to a Director:

(a) reasonable expenses (including travelling and accommodation) incurred in carrying out duties as a Director;

(b) reasonable remuneration for any service rendered to the Company by the Director in a professional or technical capacity where the amount payable is approved by the Board and is on reasonable commercial terms;

(c) reasonable remuneration where the Director is an employee of the Company and the terms of employment have been approved by the Board;

(d) interest on money lent by the Director to the Company at a rate not exceeding the rate charged by Australian banks for overdrawn accounts;

(e) reasonable remuneration for goods supplied by the Director to the Company in the ordinary course of business; and

(f) reasonable rent for premises leased by the Director to the Company.

11. OFFICERS' INDEMNITY AND INSURANCE

11.1 Indemnity

Subject to and so far as permitted by Act, the Competition and Consumer Act 2010 (Cth) and any other applicable law:

(a) the Company must indemnify every officer of the Company and its wholly owned subsidiaries and may indemnify its auditor against any Liability incurred as such an officer or auditor to a person (other than the Company or a related body corporate) including a Liability incurred as a result of appointment or nomination by the Company or subsidiary as a trustee or as an officer of another corporation, unless the Liability arises out of conduct involving a lack of good faith; and

(b) the Company may make a payment (whether by way of advance, loan or otherwise) in respect of legal costs incurred by an officer or employee or auditor in defending an action for a Liability incurred as such an officer, employee or auditor or in resisting or responding to actions taken by a government agency or a liquidator.

In this rule, Liability means a liability of any kind (whether actual or contingent and whether fixed or unascertained) and includes costs, damages and expenses, including costs and expenses incurred in connection with any investigation or inquiry by a government agency or a liquidator.

11.2 Insurance

Subject to the Act and any other applicable law, the Company may enter into, and pay premiums on, a contract of insurance in respect of any person.

11.3 Former officers

The indemnity in favour of officers under rule 11.1 is a continuing indemnity. It applies in respect of all acts done by a person while an officer of the Company or one of its wholly owned subsidiaries even though the person is not an officer at the time the claim is made.

11.4 Deeds

Subject to the Act, the Competition and Consumer Act 2010 (Cth) and any other applicable law, the Company may, without limiting a person's rights under this rule 11, enter into an agreement with or execute a deed in favour of a person who is or has been

an officer of the Company or any of the Company's subsidiaries, to give effect to the rights of the person under this rule 11 on any terms and conditions that the Board thinks fit.

12. BOARD MEETINGS

12.1 Convening Board meetings

A Director may at any time, and a Secretary must on request from a Director, convene a Board meeting.

12.2 Notice of Board meeting

The convenor of each Board meeting:

(a) must give reasonable notice of the meeting (and, if it is adjourned, of its resumption) individually to each Director; and

(b) may give that notice orally (including by telephone) or in writing,

but accidental failure to give notice to, or non-receipt of notice by, a Director does not result in a Board meeting being invalid.

12.3 Use of technology

(a) A Board meeting may be held using any means of audio or audio-visual communication by which each Director participating can hear and be heard by each other Director participating or in any other way permitted by section 248D. A Board meeting held solely or partly by technology is treated as held at the place at which the greatest number of the Directors present at the meeting is located or, if an equal number of Directors is located in each of two or more places, at the place where the chair of the meeting is located.

(b) By accepting their appointment or election as a Director, each Director consents to the use of technology for calling or holding Board meetings in accordance with this rule 12.3.

12.4 Chairing Board meetings

(a) The Independent Chairperson will chair Board meetings.

(b) If the Independent Chairperson is not present within 15 minutes after the time for which a Board meeting is called or is unwilling to act, the Directors present must elect a Director present to chair the meeting.

12.5 Quorum

(a) Unless the Board decides otherwise, the quorum for a Board meeting is a majority of Directors and a quorum must be present for the whole meeting.

(b) A Director is treated as present at a meeting held by audio or audio-visual communication if the Director is able to hear and be heard by all others attending.

(c) If a meeting is held in another way permitted by section 248D, the Board must resolve the basis on which Directors are treated as present.

12.6 Majority decisions

A resolution of the Board is passed if a majority of the votes cast by Directors entitled to vote on the resolution are in favour of it. The chair of a Board meeting does not have a casting vote. If an equal number of votes is cast for and against a question, the question is decided in the negative.

12.7 Procedural rules

The Board may adjourn and, subject to this document, otherwise regulate its meetings as it decides.

12.8 Written resolution

If all the Directors entitled to receive notice of a Board meeting and to vote on the resolution sign a document containing a statement that they are in favour of the resolution set out in the document, a Board resolution in those terms is passed at the time when the last Director signs.

12.9 Additional provisions concerning written resolutions

For the purpose of rule 12.8:

(a) two or more separate documents in identical terms, each of which is signed by one or more Directors, are treated as one document; and

(b) a facsimile or electronic message containing the text of the document expressed to have been signed by a Director that is sent to the Company is a document signed by that Director at the time of its receipt by the Company.

12.10 Valid proceedings

Each resolution passed or thing done by, or with the participation of, a person acting as a Director or member of a committee is valid even if it is later discovered that:

(a) there was a defect in the appointment of the person; or

(b) the person was disqualified from continuing in office, voting on the resolution or doing the thing.

13. MEETINGS OF MEMBERS

13.1 Annual general meeting

The Company must hold an annual general meeting as required by section 250N.

13.2 Calling meetings of members

A meeting of members:

(a) may be convened at any time by the Board or a Director; and

(b) must be convened by the Board when required by section 249D or 250N or by order made under section 249G.

13.3 Notice of meeting

Subject to rule 13.4, at least 21 days' written notice of a meeting of members must be given individually to:

(a) each member (whether or not the member is entitled to vote at the meeting);

(b) each Director; and

Subject to any regulation made under section 249LA, the notice of meeting must comply with section 249L and may be given in any manner permitted by section 249J(3).

13.4 Short notice

Subject to sections 249H(3) and (4):

(a) if the Company has elected to convene a meeting of members as the annual general meeting, if all the members entitled to attend and vote agree; or

(b) otherwise, if members who together have power to cast at least 95% of the votes that may be cast at the meeting agree,

a resolution may be proposed and passed at a meeting of which less than 21 days' notice has been given.

13.5 Postponement or cancellation

Subject to sections 249D(5) and 250N, the Board may:

(a) postpone a meeting of members;

(b) cancel a meeting of members; or

by written notice given individually to each person entitled to be given notice of the meeting.

13.6 Fresh notice

If a meeting of members is postponed or adjourned for one month or more, the Company must give new notice of the resumed meeting.

13.7 Technology

The Company may hold a meeting of members at two or more venues using any technology that gives the members as a whole a reasonable opportunity to participate.

13.8 Accidental omission

The accidental omission to give notice to, or the non-receipt of notice by, any of those entitled to it does not invalidate any resolution passed at a meeting of members.

14. PROCEEDINGS AT MEETINGS OF MEMBERS

14.1 Member present at meeting

If a member has appointed a proxy or attorney or (in the case of a member which is a body corporate) a representative to act at a meeting of members, that member is taken to be present at a meeting at which the proxy, attorney or representative is present.

14.2 Quorum

(a) The quorum for a meeting of members is:

(i) prior to the Transition Date, a majority of Governing Members; and

(ii) following the Transition Date, 10 Governing Members.

(b) Each individual present may only be counted once toward a quorum.

14.3 Quorum not present

If a quorum is not present within 15 minutes after the time for which a meeting of members is called:

(a) if called as a result of a request of members under section 249D, the meeting is dissolved; and

(b) in any other case:

(i) the meeting is adjourned to the day, time and place that the Board decides and notifies to members, or if no decision is notified before then, to the same time on the same day in the next week at the same place; and

(ii) if a quorum is not present at the adjourned meeting, the meeting is dissolved.

14.4 Chairing meetings of members

(a) The Independent Chairperson shall chair meetings of members, unless the Board resolves to appoint a Director other than the Independent Chairperson to chair a specified meeting of members.

(b) If the Independent Chairperson or the Director appointed to chair the meeting is not present at the time for which a meeting of members is called, the members present must elect a member or Director to chair the meeting.

14.5 Attendance at general meetings

(a) Every member has the right to attend all meetings of members.

(b) Every Director has the right to attend and speak at all meetings of members.

(c) The auditor has the right to attend any meeting of members and to speak on any part of the business of the meeting which concerns the auditor in the capacity of auditor.

14.6 Adjournment

Subject to rule 13.6, the chair of a meeting of members at which a quorum is present:

(a) may; and

(b) must, if directed by ordinary resolution of the meeting, adjourn it to another time and place.

14.7 Business at adjourned meetings

The only business that may be transacted at a meeting resumed after an adjournment is the business left unfinished immediately before the adjournment.

15. PROXIES, ATTORNEYS AND REPRESENTATIVES

15.1 Appointment of proxies

Each member may appoint a proxy to attend and act for the member at a meeting of members. If the member is entitled to cast two or more votes at the meeting, the member may appoint two proxies to attend and act for the member at a meeting of members. An appointment of proxy must be made by written notice to the Company that:

(a) complies with section 250A(1); or

(b) is in a form and mode, and is signed or otherwise authenticated by the member in a manner, satisfactory to the Board.

15.2 Member's attorney

(a) A member may appoint an attorney to act, or to appoint a proxy to act, at a meeting of members.

(b) If the appointor is an individual, the power of attorney must be signed in the presence of at least one witness.

15.3 Deposit of proxy appointment forms, powers of attorney and proxy appointment authorities

An appointment of a proxy or an attorney is not effective for a particular meeting of members unless:

(a) in the case of a proxy, the proxy appointment form and, if it is executed or otherwise authenticated in a manner prescribed by a regulation made for the purposes of section 250A(1) by an attorney, the relevant power of attorney or other authority under which the appointment was authenticated or a certified copy of it; and

(a)in the case of an attorney, the power of attorney or a certified copy of it,

are received by the Company at its registered office or a fax number at that office (or another address specified for the purpose in the relevant notice of meeting) or in accordance with section 250B(3) at least 48 hours before the time for which the meeting was called or, if the meeting has been adjourned, before the resumption of the meeting.

15.4 Corporate representatives

A member that is a body corporate may appoint an individual to act as its representative at meetings of members as permitted by section 250D.

15.5 Appointment for particular meeting, standing appointment and revocation

A member may appoint a proxy, attorney or representative to act at a particular meeting of members or make a standing appointment and may revoke any appointment. A proxy, attorney or representative may, but need not, be a member.

15.6 Position of proxy or attorney if member present

The appointment of a proxy or attorney is not revoked by the member attending and taking part in the general meeting, but if the member votes on a resolution, the proxy or attorney is not entitled to vote, and must not vote, as the member's proxy or attorney on the resolution.

15.7 Priority of conflicting appointments of attorney or representative

If more than one attorney or representative appointed by a member is present at a meeting of members and the Company has not received notice of revocation of any of the appointments:

(a) an attorney or representative appointed to act at that particular meeting may act to the exclusion of an attorney or representative appointed under a standing appointment; and

(b) subject to rule 15.7(a), an attorney or representative appointed under a more recent appointment may act to the exclusion of an attorney or representative appointed earlier in time.

15.8 More than one current proxy appointments

An appointment of proxy by a member is revoked (or, in the case of a standing appointment, suspended for that particular meeting) if the Company receives a further appointment of proxy from that member which would result in there being more than one proxy of that member entitled to act at a meeting. The appointment of proxy made first in time is the first to be treated as revoked or suspended by this rule.

15.9 Continuing authority

An act done at a meeting of members by a proxy, attorney or representative is valid even if, before the act is done, the appointing member:

(a) dies or becomes mentally incapacitated;

(b) becomes bankrupt or an insolvent under administration or is wound up; or

unless the Company has received written notice of the matter before the start or resumption of the meeting at which the vote is cast.

16. ENTITLEMENT TO VOTE

16.1 Number of votes

Subject to sections 250BB(1) and 250BC:

(a) each member has one vote on a show of hands or a poll; and

(b) a member who is present and entitled to vote and is also a proxy, attorney or representative of another member has one vote on a show of hands.

16.2 Casting vote of chair

The chair of a meeting of members does not have a second or casting vote. If an equal number of votes is cast for and against a question at a meeting of members, the question is decided in the negative.

16.3 Voting restrictions

If:

(a) the Act requires that some members are not to vote on a resolution, or that votes cast by some members be disregarded, in order for the resolution to have an intended effect; and

(b) the notice of the meeting at which the resolution is proposed states that fact,

those members have no right to vote on that resolution and the Company must not count any votes purported to be cast by those members. If a proxy purports to vote in a way or in circumstances that contravene section 250BB(1), on a show of hands the vote is invalid and the Company must not count it and on a poll rule 17.3(c) applies.

16.4 Decision on right to vote

A member or Director may challenge a person's right to vote at a meeting of members. A challenge may only be made at the meeting. A challenge, or any other doubt as to the validity of a vote, must be decided by the chair, whose decision is final.

17. HOW VOTING IS CARRIED OUT

17.1 Method of voting

(a) A resolution put to the vote at a meeting of members must be decided on a show of hands unless a poll is demanded under rule 17.2 either before or on declaration of the result of the vote on a show of hands.

(b) Unless a poll is demanded, the chair's declaration of a decision on a show of hands is final.

17.2 Demand for a poll

(a) A poll may be demanded on any resolution (except a resolution concerning the election of the chair of a meeting) by:

(i) at least three members entitled to vote on the resolution; or

(ii) the chair.

(b) The demand for a poll does not affect the continuation of the meeting for the transaction of other business and may be withdrawn.

17.3 When and how polls must be taken

If a poll is demanded:

(a) if the resolution is for the adjournment of the meeting, the poll must be taken immediately and, subject to rule 17.3(c), in the manner that the chair of the meeting directs;

(b) in all other cases, the poll must be taken at the time and place and, subject to rule 17.3(c), in the manner that the chair of the meeting directs;

(d) a person voting who has the right to cast two or more votes need not cast all those votes and may cast those votes in different ways; and

(e) the result of the poll is the resolution of the meeting at which the poll was demanded.

17.4 Board may determine Direct Voting to apply

(a) The Board may determine that members may cast votes to which they are entitled on any or all of the resolutions (including any special resolution) proposed to be considered at, and specified in the notice convening, a meeting of members, by Direct Vote.

(b) If the Board determines that votes may be cast by Direct Vote, the Board may make such regulations as it considers appropriate for the casting of Direct Votes, including regulations for:

(i) the form, method and manner of voting by Direct Vote; and

(ii) the time by which the votes of members to be cast by Direct Vote must be received by the Company in order to be effective (which must be no later than the time appointed for the commencement of the meeting or, in the case of an adjournment, the resumption of the meeting).

17.5 Direct Votes count on a poll

(a) Direct Votes are not counted if a resolution is decided on a show of hands.

(b) Subject to rules 17.6 and 17.7, if a poll is held on a resolution a vote cast by Direct Vote by a member entitled to vote on the resolution is taken to have been cast on the poll as if the member had cast the vote in the poll at the meeting, and the vote of the member is to be counted accordingly.

(c) A Direct Vote received by the Company on a resolution is taken to be a Direct Vote on that resolution as amended, if the chairman of the meeting determines this is appropriate.

(d) Receipt of a Direct Vote from a member has the effect of revoking (or, in the case of a standing appointment, suspending) the appointment of a proxy, attorney or representative made by the member under an instrument received by the Company before the Direct Vote was received.

17.6 Withdrawal of Direct Vote

A Direct Vote received by the Company:

(a) may be withdrawn by the member by notice in writing received by the Company before the time appointed for the commencement of the meeting (or in the case of any adjournment, the resumption of the meeting); and

(b) is automatically withdrawn if:

(i) the member attends the meeting in person (including, in the case of a body corporate, by representative);

(ii) the Company receives from the member a further Direct Vote (in which case the most recent Direct Vote is, subject to rules 17.4 to 17.7 inclusive, counted in lieu of the prior Direct Vote); or

(iii) the Company receives, after the member's Direct Vote is received, an instrument under which a proxy, attorney or representative is appointed to act for the member at the meeting in accordance with rule 15.3 or 15.4.

A Direct Vote withdrawn under this rule is not counted.

17.7 Vote not affected by death, etc. of member

A Direct Vote received by the Company is valid even if, before the meeting, the member:

(a) dies or becomes mentally incapacitated;

(b) becomes bankrupt or insolvent under administration or is wound up; or

(c) where the Direct Vote is cast on behalf of the member by an attorney, revokes the appointment of the attorney or the authority under which the appointment was made by a third party,

unless the Company has received written notice of the matter before the start or resumption of the meeting at which the vote is cast.

18. SECRETARY

18.1 Appointment of Secretary

The Board:

(a) must appoint at least one individual; and

(b) may appoint more than one individual,

to be a Secretary either for a specified term or without specifying a term.

18.2 Terms and conditions of office

(a) A Secretary holds office on the terms (including as to remuneration) that the Board decides.

(b) The Board may vary any decision previously made by it in respect of a Secretary.

18.3 Cessation of Secretary's appointment

The person automatically ceases to be a Secretary if the person:

(a) is not permitted by Act (or an order made under the Act) to be a secretary of a company;

(b) becomes disqualified from managing corporations under Part 2D.6 and is not given permission or leave to manage the Company under section 206F or 206G;

(d) resigns by notice in writing to the Company; or

(e) is removed from office under rule 18.4.

18.4 Removal from office

The Board may remove a Secretary from that office whether or not the appointment was expressed to be for a specified term.

19. MINUTES

19.1 Minutes must be kept

The Board must cause minutes of:

(a) proceedings and resolutions of meetings of the Company's members;

(b) the names of Directors present at each Board meeting or committee meeting;

(c) proceedings and resolutions of Board meetings (including meetings of a committee to which Board powers are delegated under rule 8);

(d) resolutions passed by Directors without a meeting; and

(e) disclosures and notices of Directors' interests,

to be kept in accordance with sections 191, 192 and 251A.

19.2 Minutes as evidence

A minute recorded and signed in accordance with section 251A is evidence of the proceeding, resolution or declaration to which it relates unless the contrary is proved.

19.3 Inspection of minute books

The Company must allow members to inspect, and provide copies of, the minute books for the meetings of members in accordance with section 251B.

20. COMPANY SEALS

20.1 Common seal

The Board:

(a) may decide whether or not the Company has a common seal; and

(b) is responsible for the safe custody of that seal (if any) and any duplicate seal it decides to adopt under section 123(2).

20.2 Use of seals

The common seal and duplicate seal (if any) may only be used with the authority of the Board. The Board must not authorise the use of a seal that does not comply with section 123.

20.3 Fixing seals to documents

The fixing of the common seal, or any duplicate seal, to a document must be witnessed:

(a) by two Directors;

(b) by one Director and one Secretary; or

21. FINANCIAL REPORTS AND AUDIT

21.1 Company must keep financial records

The Board must cause the Company to keep written financial records that:

(a) correctly record and explain its transactions (including transactions undertaken as trustee) and financial position and performance; and

(b) would enable true and fair financial statements to be prepared and, if required by Part 2M.3, audited,

and must allow a Director and, where the financial statements are required by Part 2M.3 to be audited or reviewed, the auditor to inspect those records at all reasonable times.

21.2 Financial reporting

If required by Part 2M.3, the Board must cause the Company to prepare a financial report and a directors' report that comply with that Part and must report to members in accordance with section 316A.

21.3 Audit or review

(a) If required by Part 2M.3, the Board must cause the Company's financial report for each financial year to be audited or reviewed and obtain an auditor's report.

(b) The eligibility, appointment, removal, remuneration, rights and duties of the auditor are regulated by Division 3 of Part 2M.3, Divisions 1 to 6 of Part 2M.4 and sections 1280, 1289, 1299B and 1299C.

21.4 Inspection of financial records and books

Subject to rule 19.3 and section 247A, a member who is not a Director does not have any right to inspect any document of the Company except as authorised by the Board or by ordinary resolution.

22. REGISTER OF MEMBERS

(a) The Company must set up and maintain a register of members.

(b) In accordance with section 169, the Register must contain the following information:

(i) the name and address of each member;

(ii) the date on which the entry of the member's name in the Register is made;

(iii) the name and details of each person who stopped being a member within the last seven years;

(iv) the date on which the person stopped being a member; and

(v) an index of members' names if the Company has more than 50 members and the Register itself is not kept in a form that operates effectively as an index.

23. WINDING UP

(a) In the event of winding up of the Company, the right to administer the .au ccTLD must either be transferred to another entity nominated or approved by the Commonwealth of Australia or, in the absence of such approval, be transferred to the Commonwealth of Australia (or its nominee).

(b) If, upon the winding up or dissolution of the Company, there remains after satisfaction of all its debts and liabilities any property or money whatsoever, the remaining assets shall not be paid or distributed to the Members but shall be transferred to the entity to whom the right to administer the .au ccTLD is to transfer under rule 23(a).

24. NOTICES

24.1 Notices by Company

A notice is properly given by the Company to a member if it is:

(a) in writing signed on behalf of the Company (by original or printed signature);

(b) addressed to the member to whom it is to be given; and

(i) delivered personally;

(ii) sent by prepaid mail (by airmail, if the addressee is overseas) to that member's address;

(iii) sent by fax to the fax number (if any) nominated by that member; or

(iv) sent by electronic message to the electronic address (if any) nominated by that member.

24.2 When notice is given

A notice to a member by the Company is regarded as given and received:

(a) if it is delivered personally:

(i) by 5.00 pm (local time in the place of receipt) on a business day - on that day; or

(ii) after 5.00 pm (local time in the place of receipt) on a business day, or on a day that is not a business day - on the next business day;

(b) if it is sent by fax or electronic message or given under section 249J(3)(cb):

(i) by 5.00 pm (local time in the place from which it is sent or given) on a business day – on that day; or

(ii) after 5.00 pm (local time in the place from which it is sent or given) on a business day, or on a day that is not a business day – on the next business day; and

(i) within Australia - one business day after posting; or

(ii) to a place outside Australia - three business days after posting.

A certificate in writing signed by a Director or Secretary stating that a notice was sent is conclusive evidence of service.

24.3 Business days

For the purposes of rule 24.2, a business day is a day that is not a Saturday, Sunday or public holiday in the place to which the notice is sent.

24.4 Notices to "lost" members

(a) If:

(i) on two or more consecutive occasions a notice served on a member in accordance with this rule is returned unclaimed or with an indication that the member is not known at the address to which it was sent; or

(ii) the Board believes on other reasonable grounds that a member is not at the address shown in the Register,

the Company may give effective notice to that member by exhibiting the notice at the Company's registered office for at least 48 hours.

(b) This rule ceases to apply if the member gives the Company notice of a new address.

25. TRANSITIONAL PROVISIONS

25.1 Initial Members

(a) Rule 2 will not take effect until a Nomination Committee is established.

(b) Notwithstanding anything else in this constitution, from the date of adoption of this constitution until the date that a Nomination Committee is established, the Board will be the Governing Members of the Company.

25.2 Initial Board

(a) Notwithstanding anything else in this constitution, the Directors of the Company immediately following the date of adoption of this constitution will be the Directors of the Company immediately before the adoption of this constitution.

(b) Rules 5.1 to 5.9 will not take effect until the earlier of:

(i) six months after the establishment of the Nomination Committee; or

(ii) an earlier date determined by resolution of the Board.

(c) Until the date referred to in paragraph (b), the Board may appoint a person to fill a casual vacancy created by the cessation of a Director's appointment.

25.3 Transition to Governing membership

(a) From the Transition Date, each Associate Member who consents in writing to become a Governing Member will become a Governing Member.

(b) At least one month prior to the Transition Date, the Company will write to the Associate Members seeking the consent of each Associate Member to become a Governing Member.

SCHEDULE 1 – ASSOCIATE MEMBERS

1. Associate Members

The Board may permit any person who satisfies the eligibility criteria in section 2 of this Schedule to be an Associate Member.

2. Eligibility

(a) Any person who is eligible to hold a .au domain name licence under the policy published by auDA is eligible to be an Associate Member.

(b) Any person who is a Related Body Corporate of another Associate Member is not eligible to be an Associate Member. An Associate Member must immediately notify the Company upon becoming aware of a breach of this rule.

3. Ballot

(a) Where there is a vacancy in an Elected Director position, or there is expected to be a vacancy in an Elected Director position, the Board must conduct a ballot of Associate Members and must appoint to the vacant position the candidate who received the most votes (or, if there are multiple vacant positions, the candidates who received the most votes) provided that a majority of votes cast in the ballot are in favour of the candidate(s).

(b) Each candidate in the ballot referred to in paragraph (a) must have been approved by the Nomination Committee in accordance with rule 5.2(a)(ii).

(c) The Board may determine the process and procedure for conducting the ballot, provided that the Board ensures that each Associate Member is notified of the ballot, has reasonable information about the candidates, and is provided with a reasonable opportunity to cast his or her vote.

4. Fit and proper person

(a) Unless the Board determines otherwise, a person may not be an Associate Member if, in the opinion of the Board, the person would be disqualified from managing a corporation under Part 2D.6 of the Act.

(b) Subject to paragraph (c), the Board may determine that a person who is an Associate Member is no longer an Associate member if that person:

(i) does not comply with this document or any by-laws, rules or regulations of the Company;

(ii) engages in conduct which, in the opinion of the Board, is prejudicial to the interests of the Company; or

(iii) would be disqualified from managing a corporation under Part 2D.6 of the Act.

(c) At least 21 days before the Board makes a determination referred to in paragraph (b), the Board must give a written notice to the Associate Member which states:

(i) the allegations against the person;

(ii) the proposed resolution for the determination; and

(iii) that the person has an opportunity to provide a written response to the allegations.

5. Records

The Company must maintain accurate records of Associate Members, including (without limitation) the name, address and date that each Associate Member became an Associate Member.