Charter

Memorandum of Association of Australian Tropical Research Foundation Limited CAN 059 585 107

1. The name of the Company is Australian Tropical Research Foundation Limited

2. The objects (“Objects”) for which the Foundation is established are:

(a) to conduct and facilitate research into terrestrial and aquatic ecosystems in Australia and elsewhere.

(b) to research human impact on the Australian tropics and develop and promote sound management practices for the tropics.

(c) to provide a unique research facility for the needs of scientists, managers and others in the tropical ecosystems of Northern Australia.

(d) to support the development of appropriate technologies for minimizing human impact on the tropical environment.

(e) to provide the means to encourage and train students in disciplines relevant to the aims of the Foundation.

(f) to encourage the participation of scientists from all countries of the world in the research and teaching activities of the Foundation.

(g) to acquire the land, being Lot 2 in Registered Plan 740257 in the Parish of Noah, County of Solander at Cape Tribulation along with two laboratories and accommodation cabins for researchers and an information centre for tourists (“The Bat House”) and any other land for the furtherance of its endeavors.

(h) to acquire land for conservation purposes.

(i) to apply to the Government, public bodies, local municipal, corporate, academic, community groups and the public generally for grants and subsidies of money with a view to promoting the objects of the Foundation.

(j) to provide scholarships and grants to researchers to encourage the investigation of the ecology and biological diversity of the tropics.

(k) to establish and operate a Gift Fund (“the AUSTROP Fund”) in full compliance with the requirements of Section 78AB of the Income Tax Assessment Act 1936.

(l) to support and operate a research facility in the lowland wet tropics of Queensland at Cape Tribulation to be known as the Cape Tribulation Tropical Research Station and any other such Research Station as the Foundation determines.

(m) to educate the public in ecology and conservation of the wet tropics and other relevant topics.

(n) to open any bank accounts and to operate within financial markets.

(o) to purchase, take on lease or otherwise acquire real or personal property, to remunerate or reward any person or Company or Association for services rendered to the Foundation.

(p) to invest and deal with money of the Foundation not immediately required in such a manner as may from time to time be determined by the Board of Directors.

(q) to do all such lawful things as are indicated or conducive to the attainment of any or all of the Objects of the Foundation.

3. Notwithstanding the provisions of clause 2 here of the Foundation has, both within and outside Australia, the legal capacity of a natural person and may do all such lawful things as a natural person may do.

4. The income property of the Foundation must be applied solely towards the promotion of the Objects and no portion of them may be paid or transferred, directly or indirectly by way of dividend, bonus or otherwise, to the members of the Foundation.

5. Nothing in the Memorandum of Association prohibits:

(a) the payment in good faith of remuneration to any officers or servants of the Foundation, or to any member of the Foundation in return for any services actually rendered to the Foundation, out of pocket expenses or for goods supplied in the ordinary and usual way of business, where the amount does not exceed an amount previously approved by the Directors of the Foundation.

(b) the payment of interest, at a rate not exceeding the rate for the time being fixed for the purpose of this paragraph by the Directors on money borrowed from any members of the Foundation.

(c) the payment of a reasonable and proper rent for premises let by any members of the Foundation.

(d) the payment of any salary or wage to a director as an employee of the Foundation, where the terms of employment have been approved by the Directors of the Foundation.

6. The liability of the members is limited.

7. Any donations, funds or properties allocated by the Foundation to other organizations will be made in accordance with the established objectives of the Foundation, and will not be influenced by the expressed preference or interest of the particular donor to the Foundation.

8. Every member of the Foundation undertakes to contribute to the property of the Foundation in the event of the Foundation being wound up while it is a member or within one year after it ceases to be a member, for payment of the debts and liabilities of the Foundation (contracted before it ceased to be a member) and of the costs, charges and expenses of the winding up and for the adjustment of the rights of the contributories among themselves, such amount may be required, not exceeding twenty dollars ($20.00).

9. If on the winding up of dissolution of the Foundation there remains, after the satisfaction of all its debts and liabilities, any property whatsoever, that property must not be paid to or distributed amongst the members of the Foundation but must be transferred to a company or organization established for like purposes as the Foundation or to a registered charity or an organization exempt from registration under the provisions of the Charitable Collections Act 1934 (New South Wales) or Collections Act 1966 (Queensland) and listed in the Register of Environmental Organizations held by the Department of Arts, Sport, the Environment and Territories.

10. No amendment may be made to this Memorandum or to the Articles of Association of the Foundation unless the Minister of the Crown for the time being administering the Charitable Collections Act 1934 (New South Wales) or Collections Act 1966 (Queensland) shall be notified of the amendment and such an amendment shall not be effective unless the Minister has signified his approval of such amendment.

11. The full names and addresses of the subscribers are:

FULL NAME
ADDRESS

Hugh Spencer
Cape Tribulation Tropical Research Station
Cape Tribulation via Mossman, Queensland

Brigitta Flick
Cape Tribulation Tropical Research Station
Cape Tribulation via Mossman, Queensland

Andrew Beattie
Dept. of Biological Sciences, Macquarie University
North Ryde, New South Wales

John Sinclair
36 Kemp Street, Gladesvile, New South Wales

Paul Robertson
School of Field Studies, off Bear Pocket Rd
Lake Barrine, Queensland

Annexure “C”
Austrop Research Fund
1. The company shall establish a Research Fund which shall be deposited in a bank account separate to any other bank accounts operated by the company and shall be styled Austrop Research Fund.

2. Deposits to the fund shall be from donations received from members of the general public, governmental or quasi governmental authorities of from other funding sources including Austrop Foundation and funds under its control.

3. Money from the Austrop Research Fund will be solely for use in supporting research programs approved by the Foundation, whether directly or through payment of scholarships.

4. Interest earned by the Research Fund shall be capitalized and deposited back to the Research Fund account.

5. A Research Committee consisting of no less than 5 members, shall be appointed, the majority of whom shall be suitably qualified for assessing relevant areas of research and this Committee shall have sole jurisdiction over the application of the money for research.

6. The signatories on the Austrop Research Fund bank account and cheque account shall be two of the directors who are also members of the Research Committee.

7. The relevant approving authority shall be notified of changes in the membership of this Committee.

8. The Research Committee shall ensure that the results of research funded through the company will be published.

9. On dissolution or winding up of the Austrop Research Fund, its proceeds must be distributed to a like research fund or an organization approved under section 73A.

10. None of the proceeds of the fund or any income granted by it may be distributed to the members of the Company.

11. There shall be an annual independent audit of the Research Fund.