The name of the entity is the Foundation for National Renewal ("the Foundation").

The Foundation is established by these Rules with the purposes of encouraging education and promoting public discussion, understanding and review of the Australian Constitution and system of government.

3.1 To help achieve its purposes, the Foundation will:

(a) Arrange and participate in studies, meetings, conferences and other events relevant to achieving the aims of the Foundation.

(b) Collect and disseminate information and ideas about the Australian Constitution and the constitutional system,

(c) Encourage and draw upon research into the Australian constitutional system, the constitutional position of Australia in the international community, relations between Australia and New Zealand, and the experience of other comparable constitutional systems; and

(d) Co-operate with people and organisations having similar purposes, both within and outside Australia.

3.2 In carrying out its functions, the Foundation may:

(a) Raise funds from grants, donations, subscriptions and loans, by the sale of publications or by charging fees for services. It may also receive gifts, legacies or other benefits. In all cases, however, the raising of funds and the receipt of gifts, legacies or other benefits must be compatible with the continued independence of the Foundation,

(b) Apply the funds of the Foundation in promoting its purposes,

(c) Lease, hire or otherwise acquire any building, premises or equipment,

(d) Enter into service, agency or consultancy agreements with any person or body, including agreements to provide advice or research facilities or other assistance relating to its purposes; and

(e) Do anything else that is incidental or conducive to achieving the purposes of the Foundation,

provided that all monies received shall be applied in furthering all or any of the objects of the Foundation and no portion of such monies shall be paid to any member of the Foundation, further provided that nothing herein shall prevent the payment, in good faith, of reasonable and proper remuneration to any member of the Foundation, in return for any goods or services actually rendered to the Foundation.

3.3 These powers are to be given the widest possible meaning consistent with their sense and intention.

3.4 In all its activities the Foundation must act in a manner that is strictly non-party-political.

4.1 The Foundation is to be registered with the Australian Securities and Investments Commission under Corporations Law as a public company limited by guarantee. For that reason it is declared that:

(a) The Foundation is not formed and will not be carried on for the purpose of trading or securing pecuniary profit for its members,

(b) All monies received by the Foundation will be applied only in the pursuit of the stated purposes,

(c) Distributions and Fees will not be paid to Directors, and

(d) All money paid to any Member of the Foundation for goods or services must be approved by the Board.

The Board will determine where in Australia the Foundation's office or offices are to be.

6.1 The Foundation has 3 categories of members:

(a) Public members;
(b) Supporting members; and
(c) Sponsors.

6.2 The initial members of the Board or the Council are also public members of the Foundation.

6.3 A person or family may become a public member upon payment of an annual subscription which, unless the Board otherwise determines, is $25.00 ($10.00 for pensioners, social security beneficiaries and full-time students)

6.4 A person or body may become a supporting member upon payment of an annual subscription, which unless the Board otherwise determines is $1000.00.

6.5 A person or body may become a sponsor upon giving a 3-year commitment to donate an amount of at least $10,000 annually.

6.6 A member has one vote at any meeting of members. A member that is a government, corporation, association or other body must designate a specified person to exercise its vote (and may designate an alternate).

6.7 Membership as a public member or supporting member lapses if the member resigns in writing or if the member's annual subscription is six months or more overdue, provided that after it fell due written notice of that fact was sent to the member's last known address or email address.

7.1 Functions of the Council

The functions of the Council are:

(a) To elect members of the Board under Clause 8.2.1(f);

(b) To consider and make recommendations to the Board on the activities of the Foundation.

7.2 Composition of the Council

7.2.1 The Council of the Foundation consists of:

(a) Members of the Board, ex officio; (other than members of the Board who are acting from time to time as General Councillors);

(b) General Councillors

(c) Sponsorship Councillors, and

(d) Up to three (3) representatives from local Branches in each State and Territory, to be nominated annually by the Board.

Councillors act in their personal capacity, and do not by their activities for the Foundation commit any other person or body.

7.2.2 The number of Councillors shall not exceed 60 (in addition to the members of the Board), unless the number of Sponsorship Councillors exceeds 20, in which case a further two General Councillors may be chosen for every Sponsorship Councillor in excess of 20.

7.2.3 General Councillors are to be appointed by the Board on the recommendation of the Chair and, unless otherwise determined by the Board, hold office for two-year terms.

7.2.4 If the ratio of General Councillors to Sponsorship Councillors falls below 2:1, the Board may appoint as many General Councillors as are required to restore that ratio.

7.2.5 A sponsor may nominate a person as a Sponsorship Councillor by sending to the Foundation the name and address of its nominee, together with his or her written consent to the nomination. If the nomination is on the basis that the nominee holds a specified office or position, the nominee ceases to be a Sponsorship Councillor when the Foundation is given written notice that the nominee has ceased to hold the office or position.

7.2.6 If a sponsor wishes to replace a Sponsorship Councillor it has nominated, or if a Sponsorship Councillor dies, resigns or ceases to be eligible to be a Councillor under Clause 7.2.5, the sponsor may nominate another person as a Sponsorship Councillor under Clause 7.2.5.

7.2.7 Subject to Clauses 7.2.6 and 7.2.7, a Sponsorship Councillor holds office for as long as the sponsor continues to meet or exceed its annual commitment under Clause 6.5.

7.2.8 The Federal and each State, Territory and local Government will, so long as it continues to provide $1000 per annum financial support for the Foundation, be entitled to nominate a member of the Council.

8.1 Powers and Responsibilities

8.1.1 General Power and Responsibility

The Board has general responsibility for the affairs of the Foundation, for the implementation of these Rules, and for giving effect to the policies of the Foundation. Subject to these Rules, the Board may exercise all of the powers of the Foundation.

8.1.2 Specific Powers

Without limiting the generality of Clause 8.1.1, and in addition to powers set out elsewhere in these Rules, the Board:

(a) May enter into contracts or agreements on behalf of the Foundation,

(b) May nominate Councillors to represent the Foundation at meetings, conferences, seminars or workshops, if this is desirable to further the purposes of the Foundation,

(c) Has sole power to appoint, remove and fix the remuneration of the staff of the Foundation, including the Chief Executive Officer,

(d) May appoint a Chairman and/or a Patron of the Foundation; and

(e) Shall appoint the auditor of the Foundation as required by Clause 14.

8.1.3 Responsibilities to Members and Council

In addition to the responsibilities imposed on the Board elsewhere in these Rules the Board must:

(a) Submit to the members annually:

(i) A report on its activities and plans; and

(ii) An audited account of the administration of the funds of the Foundation for the preceding financial year;

8.2 Composition, Nomination and Election

8.2.1 The Board consists of the following persons:

(a) The Chair. The Founding Chairman of the Foundation is Charles S. Mollison. If he ceases to hold office, the Board must elect a new Chair by a two-thirds majority.

(b) The Deputy Chair. The Founding Deputy Chair is the Secretary of the Foundation, Ross Garrad. If he ceases to hold office, the Board must elect a new Deputy Chair by a two-thirds majority.

(c) Up to five additional persons. In the first instance they are to be selected by a majority of the members of the Board referred to in paragraphs (a) and (b) above. They are to hold office for terms of up to 2 years, as the Board may fix. Thereafter their replacements are to be elected by the Council for a 2-year term. All are eligible for re-election.

8.2.2 Members of the Board act in their personal capacity, and do not by their activities for the Foundation commit any other person or body.

8.2.3 A member of the Board may not appoint an alternate.

8.3 Casual Vacancies

The Board may, pending the next meeting of the Council, appoint a person to fill any vacancy on the Board. The person so appointed will serve until expiry of the term of the Board member the appointee replaces, but will be eligible for ongoing membership of the Board in accordance with clause 8.2.1(c).

8.4 Election of Office Bearers

The Board will elect one of its members as Secretary and one as a Treasurer. These officers may be one and the same person.

8.5 Meetings of the Board

8.5.1 The Chair may call a meeting of the Board, and must do so at the request of any 4 members of the Board.

8.5.2 A quorum for meetings of the Board is 3 members.

8.5.3 The person chairing a meeting of the Board has both a deliberative and a casting vote.

8.5.4 Subject to these Rules and to any resolution of the Board, the procedures to be followed at a meeting of the Board are those which appear to the person chairing the meeting to be fair and proper for the conduct of the meeting.

8.5.5 If a decision of the Board is urgently required between its scheduled meetings, the Chair or, at the Chair's direction, another person may canvass the opinions of the members of the Board (by any appropriate means) on a proposal. A proposal agreed to by at least half of the total membership of the Board is passed, but must be recorded at the next meeting of the Board.

8.6 Termination of Membership of the Board

8.6.1 A person may resign as a member of the Board by notice in writing to the Foundation. Resignation becomes effective 48 hours after receipt of the notice, unless the resignation has been withdrawn.

8.6.2 A person ceases to be a member of the Board who:

(a) Dies,

(b) Resigns,

(c) Becomes of unsound mind; or

(d) Ceases to have a permanent place of residence in Australia.

8.7 Payment for Members of the Board

8.7.1 Subject to Clause 8.7.2, no member of the Board may be paid for acting as a member. However, the Board may reimburse a member for travelling, accommodation or other expenses reasonably incurred on the business of the Foundation.

8.7.2 The Board may approve a payment by way of an honorarium to the Chair, the Deputy Chair or the Treasurer for work done on behalf of the Foundation in respect of a particular financial year.

9.1 General

9.1.1 The Board may call meetings of the Council for any purposes it specifies, by giving to Councillors 21 days notice of the time and place of the meeting.

9.1.2 Meetings of the Council are chaired by the Chair of the Foundation, in the Chair's absence by the Deputy Chair, and in the Deputy Chair's absence by another member of the Board designated by the Board to chair the meeting.

9.1.3 A quorum for any meeting of the Council is 10 Councillors or 25% of the number of Councillors (whichever is larger). Proxies are permitted, but are not counted in a quorum.

9.1.4 Subject to these Rules and to any resolution of the Board, the procedures to be followed at a meeting of the Council are those which appear to the person chairing the meeting to be fair and proper for the conduct of the meeting.

9.1.5 A proposed resolution (other than a procedural resolution or an urgency motion) relating to any aspect of the affairs or policy of the Foundation must be notified in writing to the Foundation by a Councillor and shall be considered at the first meeting of the Council held at least 30 days after receipt of such notification.

9.1.6 An urgency motion may be placed on the agenda of a meeting of Council if:

(a) The motion together with a supporting statement in writing has been delivered to the Foundation at least 24 hours before the meeting,

(b) The motion relates to the affairs or policy of the Foundation; and

(c) The motion does not involve an amendment to the Rules.

9.1.7 A proposed resolution or urgency motion need not be seconded until the proposer has spoken to it.

9.1.8 No proposed resolution or urgency motion may be expressed as a vote of confidence or lack of confidence in any member of the Foundation, or in any candidate for Councillor or for membership of the Board.

9.1.9 A resolution (other than a special resolution) must be passed by an absolute majority of Councillors entitled to vote on that issue who are present at the meeting in person or by proxy.

9.2 Annual General Meetings

9.2.1 The Board must call an Annual General Meeting of the Council in 2001 and in each subsequent calendar year, by sending to each Councillor, at least 30 days before the meeting, a notice of the time and place of the meeting.

9.2.2 The notice must invite each Councillor, by a specified date, to:

(a) Nominate persons to fill any vacancies in the elected members of the Board,

(b) Submit proposed resolutions pursuant to Clause 9.1.5.

9.2.3 At least 21 days before the Meeting, the Board must send to each Councillor:

(a) The agenda;

(b) The text of proposed resolutions,

(c) The list of nominees to fill vacancies in the elected members of the Board; and

(d) The audited accounts of the Foundation for the preceding financial year.

9.2.4 The Board must submit to the Meeting a report on its activities and matters affecting the Foundation.

9.3 Extraordinary General Meetings

Not less than 35% of the Councillors may requisition an extraordinary general meeting. Within 30 days of receiving the requisition, the Board must call a general meeting to deal with the subject of that requisition and any other matters determined by the Board. The meeting must be held not later than 60 days after the requisition was received.

10.1.1 There shall be an annual general meeting of members of the Foundation, convened by the Board, and conducted in accordance with the rules for general meetings set out in this Clause. The Board must give members not less than 30 days notice of the time and place of the meeting.

10.1.2 The business of an annual general meeting is:

(a) To confirm the minutes of the last preceding annual general meeting and of any general meeting held since that meeting

(b) To receive from the Board reports on the activities of the Foundation during the last preceding year

(c) To receive and consider the statement of accounts and the reports that are required to be submitted to members, and

(d) To transact any other business which under the Act or by these Rules should be transacted at an annual general meeting.

10.2 In addition to the annual general meeting, the Board may, whenever it thinks fit, and, if requested in writing to do so by not less than 25% of the members of the Foundation, must, convene a general meeting of members of the Foundation.

10.3 A quorum for any meeting of members of the Foundation is twenty-five members or 25% of members whichever is the larger.

10.4 Members may vote by proxy, but proxies are not counted in a quorum. No member may hold more than five proxies.

10.5 A special resolution must be passed by a two-thirds majority of members present in person or by proxy and entitled to vote.

10.6 The rules governing the convening and conduct of general meetings of the members of the Foundation shall be the rules set out in clause 9 for meetings of the Council, so far as those rules are applicable. To the extent that the Board judges the rules in clause 9 to be inapplicable, the rules governing the convening and conduct of general meetings of members shall be at the discretion of the Board.

10.7 The procedures to be followed at a general meeting of members of the Foundation are those which appear to the person chairing the meeting to be fair and proper for the conduct of the meeting.

11.1 The Board may establish committees relevant to the purposes of the Foundation, which may consist of members of the Board, Councillors, members of the Foundation and, in special circumstances, other persons with qualifications and interests the Board considers appropriate.

11.2 The Board may:

(a) Define or alter the mandate of a Committee,

(b) Add to or vary its membership,

(c) Abolish a Committee.

11.3 The Board may establish Branches of the Foundation and may abolish a Branch so established.

11.4 The Board may make By-laws for the management of the affairs of a Branch, including the winding-up of the affairs of a Branch that has been abolished.

11.5 The financial transactions and financial affairs of a Branch form part of the financial transactions and financial affairs of the Foundation.

11.6 The Board may pay to a Branch such amounts as it may determine.

Only the Chairman, the Deputy Chair, the Chief Executive Officer, or a member of the Board authorised by the Board may make public statements on behalf of the Foundation. Branch Leaders may also speak on behalf of the Foundation, but only within the guidelines issued by the Board from time to time.

A member of the Board with a financial interest in a matter arising for decision by the Board:

(a) Must disclose that interest to the meeting at which the resolution, motion or matter is voted upon, and

(b) May speak to the resolution, motion or matter, but may not vote on it.

14.1 Except for the period between the day on which these Rules come into effect and 30 June 2001, the financial year of the Foundation runs from 1 July in each year to 30 June in the following year, unless otherwise resolved by the Board.

14.2 The funds of the Foundation are received by the Treasurer on behalf of the Foundation and invested, paid out and expended by resolution of the Board. The Board may delegate its powers of investment, payment or expenditure to a sub-committee of the Board (one member of which must be the Chair, the Deputy Chair or the Treasurer). All cheques, drafts, bills of exchange, promissory notes and other negotiable instruments shall be signed by any 2 members of the Board, or by a member of the Board and an employee, in each case being members of the Board or employees of the Foundation authorised to do so by the Board.

14.3 The Treasurer must keep accounts of all funds received and expended by the Foundation and records of the property, credits and liabilities of the Foundation.

14.4 The Board will appoint the Foundation’s Auditor.

14.5 The auditor must report to each Annual General Meeting as to the correctness or otherwise of the accounts of the Foundation.

14.6 The Board may fill a casual vacancy in the position of auditor for the period until the next Meeting of the Council.

14.7 The remuneration to be paid to the auditor may be fixed from time to time by agreement between the auditor and the Board.

15.1 These Rules take effect on 1 July 2000, or as soon after that date as the requirements of the Corporations Law allow.

15.2 The Rules may be amended by special resolution passed at a general meeting of the Members. A proposed amendment must be notified in writing to the Foundation and, unless withdrawn by the proposer(s), shall be considered at the first general meeting of members held at least 60 days after the receipt of such notification.

15.3 An amendment takes effect from the date on which the provisions of the Corporations Law have been complied with, unless the amendment is expressed to take effect at some later date.

15.4 The Australian Taxation Office is to be advised of any change to these rules.

16.1 The Board may, from time to time, establish a Review Committee to conduct an independent review of the Foundation's activities and its progress towards its purposes. The Review Committee is to report to the Board within 12 months of establishment.

16.2 The structure of the review and the composition of the Review Committee are to be approved by the Council on the recommendation of the Board.

16.3 The functions of the Review Committee are:

(a) To assess the operation and performance of the Foundation;

(b) To recommend any change in the structure or operation of the Foundation which the Review Committee considers desirable.

(c) To consider whether the Foundation should continue in existence or be wound up; and

(d) To recommend to the Board and the Council any other action the Review Committee considers necessary or desirable.

16.4 The Chair must table the Report of the Review Committee, together with any comments by the Board, at the next meeting of the Council.

16.5 Any contract of employment, service agreement or similar arrangement made by the Foundation must contain a provision allowing the Foundation to give reasonable notice of termination if in the opinion of the Board such notice is necessary.

17.1 The common seal of the Foundation shall be kept in the custody of the Chairman of the Foundation.

17.2 The common seal shall not be affixed to any instrument except by authority of the Board and the signatures of 2 members of the Board shall attest the affixing of the common seal.

18.1 All records, books and other documents relating to the Foundation shall be kept in the custody or under the control of the Board.

18.2 The records, books and other documents relating to the Foundation shall be open to inspection by any member of the Foundation, free of charge, at any reasonable hour, and at the place where those records, books and other documents are usually kept or at any other place mutually agreed between the member and the Board.

The Board may, in its discretion, suspend or expel a member of the Foundation, but in so doing the Board shall act at all times in accordance with the rules of natural justice. In the exercise of its disciplinary function, the Board may develop rules relating to hearings of appeals.

20.1 At the sole discretion of the Board, the Foundation may be wound up. This could occur when Australia adopts a new Constitution. However, as there will always be a need for education and constitutional review, the Foundation will most probably continue indefinitely.

20.2 In winding up the Foundation, the Board may:

(a) Terminate the activities of the Foundation,

(b) Meet any accrued liabilities of the Foundation,

(c) Deposit the archives of the Foundation in the Australian Archives on terms the Board decides,

(d) Dispose of any other property or assets of the Foundation in the way the Board decides is most appropriate having regard to the purposes of the Foundation and to the longer-term need to foster education, debate, public understanding and review of the Australian constitutional system, provided that if, upon the winding up of the Foundation, there remains, after satisfaction of all its debts and liabilities, any property whatsoever, the same shall not be paid to members of the Foundation but shall be given or transferred to some other institution or institutions having objects compatible with the Foundation's and which, or each of which, is a fund, authority or institution approved by the Commissioner of Taxation as a fund, authority or institution referred to in section 78(1)(a) of the Income Tax Assessment Act 1936, as amended.

21.1 Unless the context otherwise requires, in the interpretation of these Rules, references to a law are references to the law as amended or repealed and re-enacted, and to the corresponding provisions of any law enacted in its place.

21.2 Notices referred to in the Rules may be sent by email, facsimile transmission or by pre-paid post to the email address, facsimile number or postal address notified by the person to whom the notice is to be sent, or to their last known address or facsimile number.

21.3 Inadvertent failure on the part of the Foundation to send a notice required to be given by these Rules, or the misdirection or non-delivery of a notice sent by the Foundation, does not invalidate any matter or transaction the subject of the notice.