Constitution for Charitable Purposes
Legal Liaison Ltd (t/as Clean Law)
Company Limited by Guarantee
ACN 678 720 986
ABN 54 678 720 986
Effective: 1 July 2024
Note: The company has been formally registered as a charity with the ACNC since 11 November 2024.
PREAMBLE
In response to the evolving complexities of the legal profession, Legal Liaison Ltd. is dedicated to upholding the highest standards of integrity and accountability in the legal profession. Recognising the paramount importance of trust and fairness in legal services, our firm is founded on the principle that justice should be accessible, transparent, and served without compromise.
Name of the Company
The name of the company is Legal Liaison Ltd. (the Company). The trading name or business name of the Company is “Clean Law”, used under an agreement with the business name holder, the Trustee of B&W Trust.
Type of Company
The Company is a not-for-profit public company limited by guarantee which is established to be, and to continue as, a non-registered charity.
Liability of Members Limited to the Guarantee
1) Each Member must contribute an amount not more than $10 (the guarantee) to the property of the Company if the Company is wound up:
a) while the Member is a Member, or within 12 months after they stop being a Member, and
b) at the time of winding up, the debts and liabilities of the Company, including the costs of winding up, incurred before the Member stopped being a Member exceed the Company’s assets.
2) The liability of each Member is limited to the amount of the guarantee.
CHARITABLE PURPOSES & POWERS
1 Purposes & Object
1.1 The primary purpose of the Company is to revolutionise the legal market by providing a platform that not only facilitates the connection between clients and highly ethical lawyers but also ensures that these interactions are conducted with the utmost respect for legal and moral standards. We strive to dismantle the barriers that prevent individuals from securing excellent legal representation – barriers such as conflicts of interest, opaque practices, and the financial unpredictability that too often accompanies legal disputes. By fostering a marketplace where ethics and integrity are as fundamental as legal expertise, we ensure that every client receives just representation without undue burden.
1.2 The Company’s object is to pursue the following charitable purposes:
1.2.1 Promoting Legal Ethics and Integrity: Commitment to upholding the highest standards of integrity and accountability in the legal profession.
1.2.2 Access to Justice: Ensuring that justice is accessible and transparent, and that legal services are served without compromise.
1.2.3 Removal of Barriers to Legal Representation: Striving to dismantle barriers that prevent individuals from securing excellent legal representation, such as conflicts of interest, opaque practices, and financial unpredictability.
1.2.4 Support and Accountability: Commitment to ongoing support and accountability to maintain the highest level of service for clients.
1.2.5 Advocacy for Client Rights and Interests: Advocating continuously for the rights and best interests of clients.
1.2.6 Reduce Transactional Costs: Lowering transactional costs by reducing legal fees, streamlining enforcement processes, and enhancing the predictability of litigation outcomes to make legal services more accessible and efficient for the public.
1.2.7 Promote Ethics in law: Advance ethical practices in the legal profession by increasing public awareness of ethical issues, disseminating legal information, educating individuals on protecting themselves from unethical legal practices, providing legal advice where necessary, and fostering appreciation for ethical behaviour within the legal community.
1.3 Foundational Principles
Our firm is built upon the foundational principles of fairness, transparency, and ethical rigour. We are committed to creating a mechanism in the market that not only appreciates but retains and rewards ethical practices among legal professionals. This commitment extends to the meticulous selection of lawyers who share our vision and demonstrate unwavering dedication to these values. Through our unique legal service, we enable clients to choose their legal representation based on merit and ethical alignment, rather than price alone, thus elevating the standard of legal practice and client satisfaction.
1.4 Intentions Behind the Constitution's Provisions
1.4.1 The provisions of this Constitution are designed to safeguard the integrity of our practice and ensure compliance with all statutory and ethical standards. By establishing clear guidelines and expectations for both lawyers and clients, we aim to foster a transparent environment where the quality of legal advice and the ethical standing of legal practitioners are never in question. Our commitment to ongoing support and accountability helps maintain the highest level of service, guaranteeing that our clients’ interests are always the foremost priority.
1.4.2 In enacting this Constitution, the Company pledges to continuously advocate for the rights and best interests of our clients, ensuring they can entrust their cases to us with confidence. We invite you to join us in setting a new standard for legal services, one that champions integrity and justice for all.
2 Powers
Subject to Clause 3 below, the Company has all the powers of a Company limited by guarantee under the Corporations Act which may only be used to carry out its purposes set out in Clause 1 above.
3 Not-for-profit
3.1 The Company must not distribute any income or assets directly or indirectly to its Members, except as provided in Clauses 3.2 and 75 below.
3.2 Clause 3.1 above does not stop the Company from doing the following things, provided they are done in good faith:
3.2.1 paying a Member for goods or services they have provided or expenses they have properly incurred at fair and reasonable rates or rates more favourable to the Company, or
3.2.2 making a payment to a Member in carrying out the Company’s charitable purposes.
4 Tax Concessions
The Company will apply for and maintain registration as a charity with the Australian Charities and Not-for-profits Commission (ACNC) and may seek endorsement as a deductible gift recipient (DGR) and for other relevant tax concessions available to the Company, including income tax exemption, GST concessions, and FBT rebate.
5 Amending the Constitution
5.1 Subject to Clause 5.3 below, the Members may amend this Constitution by passing a Special Resolution.
5.2 Any amendment to this Constitution will take effect from the date of the Special Resolution, or from any later date specified in the Resolution.
5.3 The Members must not pass a Special Resolution that amends this Constitution if passing it would mean the Company would no longer be a charity.
BUSINESS NAME, DOMAIN NAME OWNERSHIP & USAGE
This section recognises the ownership and establishes clear terms for the usage of the business name and matching domain name.
6 Ownership
The business name, "Clean Law," and the matching domain name, “cleanlaw.com.au” are owned by the Trustee of B&W Trust (ABN 93 463 961 946) (the Trustee). The Trustee holds the business name and domain name for the benefit of its beneficiaries.
7 License to Use Business Name and Domain Name
The Company shall have the right to use the business name, "Clean Law," and the matching domain name under a licensing or usage agreement with the Trustee. This agreement shall outline the terms and conditions under which the Company may use the business name and domain name.
8 Purpose of Use
The Company shall use the business name and domain name exclusively for activities that align with its not-for-profit objectives as defined in this Constitution.
9 Duration of Use
The licensing or usage agreement shall specify the duration for which the Company may use the business name and domain name. This agreement may be renewed or terminated in accordance with the terms set forth therein.
10 Termination of Agreement
The licensing or usage agreement may be terminated by the business name and domain name holder in accordance with the terms set forth in the agreement. Upon termination, the Company shall cease to use the business name and domain name and take any necessary actions to dissociate from them, unless otherwise agreed in writing by the Trustee.
11 Transfer of Ownership
In the event that the Trustee wishes to transfer the ownership of the business name and/or domain name to the Company, a formal agreement shall be executed, detailing the terms and conditions of the transfer. Any such transfer must be approved by a resolution of the Company’s board of directors.
12 Dispute Resolution
Any disputes arising in relation to the use or ownership of the business name and domain name shall be resolved in accordance with the dispute resolution procedures outlined in this Constitution.
MEMBERS
13 Membership and register of Members
13.1 The Members of the Company are those:
13.1.1 included as such on the application for incorporation of the Company with their consent, and
13.1.2 any other person that the Directors allow to be a Member, in accordance with this Constitution,
and have not since ceased to be a Member.
13.2 The Company must establish and maintain a register of Members. The register of Members must be kept by the secretary and must contain:
13.2.1 for each current Member:
13.2.1.1 name
13.2.1.2 address
13.2.1.3 email address nominated by the Member for the service of notices, and
13.2.1.4 date the Member was entered on to the register
13.2.2 for each person who stopped being a Member in the last 7 years:
13.2.2.1 name
13.2.2.2 address
13.2.2.3 email address nominated by the Member for the service of notices, and
13.2.2.4 dates the Membership started and ended
13.3 The Company must allow Members to inspect the register of Members.
13.4 Information that is accessed from the register of Members must only be used in a manner relevant to the interests or rights of the Company.
14 Types of Members
14.1 For the purposes of the Company, Members include:
14.1.1 Permanent Member/Director: Nicky Wang, the Founder
14.1.2 Board Members:
14.1.2.1 Permanent Member/Director, and
14.1.2.2 Director Members
14.1.3 Ordinary Members.
15 Who can become a Member
15.1 A Member has the following ongoing obligations to satisfy all of the following conditions to be or becoming eligible to apply to be a Member of the Company under Clause 16 below:
15.1.1 supports the purposes of the Company,
15.1.2 fully qualified to hold a practising certificate in Australia to practice law,
15.1.3 ethical, trustworthy, and reliable,
15.1.4 does not have any actual or potential interest, conflict of interest, or current association with any incorporated or unincorporated private legal practice, in any of the following capacities, including, but not limited to:
15.1.4.1 office holder, employee, shareholder, trustee, partner, stakeholder, creditor,
15.1.4.2 recipient of a donation, sponsee of a sponsorship, or
15.1.4.3 domestic or business partner, or immediate family of anyone mentioned in this Clause.
unless such conflict of interest and/or any association are fully disclosed to the Board, and the Board of Directors believe the circumstances or if certain conditions apply, the Member can uphold the purposes of the Company without being subject to any undue influence.
15.2 To uphold transparency and ethical standards, ‘person’ or ‘Member’ in this Clause means a natural person only.
16 How to apply to become a board Member
A person (as defined in Clause 14 above) may apply to become a Member of the Company by writing to the secretary stating that they:
16.1 want to become a Member,
16.2 provide a full disclosure for the purposes of satisfying all conditions listed in Clause 15 above, and
16.3 agree to comply with the Company’s Constitution, including paying the guarantee under Clause 0 above, if required.
17 The Board of Directors decide whether to approve Membership
17.1 The Board of Directors must consider an application for Membership after the secretary receives the application. They may need to take time to observe the applicant and conduct necessary enquiries and assessment before making a decision.
17.2 If the Board of Directors approve an application, the secretary must as soon as possible:
17.2.1 enter the new Member on the register of Members, and
17.2.2 write to the applicant to tell them that their application was approved, and the date that their Membership started (see Clause 18 below).
17.3 If the Board of Directors reject an application:
17.3.1 the secretary must promptly notify the applicant of the rejection, and
17.3.2 the Directors do not have to give reasons.
18 When a person becomes a Member
An applicant will become a Member when they are entered on the register of Members.
19 Membership fees
19.1 Each Member must pay a joining fee and an annual Membership fee, unless the Directors decide otherwise.
19.2 Unless the Directors decide otherwise, the joining fee and the annual Membership fee are $0.
19.3 A Member that has not paid the required Membership fee in accordance with this Clause may not exercise any of the rights associated with that Member’s Membership, including the right to exercise any vote the Member may have at a meeting of Members.
20 Transfer of Membership
Membership of the Company and the associated rights cannot be transferred or sold.
21 When a person stop being a Member
A person (as defined in Clause 14 above) immediately stops being a Member if they:
21.1 die,
21.2 bankrupt,
21.3 found guilty for breaching any law,
21.4 receives any form of disciplinary action,
21.5 fails to pay any required Membership fee in accordance with Clause 19 above within one month after the date on which that Membership fee becomes due or such later time as the Directors may determine,
21.6 resign, by writing to the secretary,
21.7 are expelled under Clause 23, or
21.8 have not responded within ONE (1) week to a written request from the secretary that they confirm in writing that they want to remain a Member.
DISPUTE RESOLUTION & DISCIPLINARY PROCEDURES
22 Dispute Resolution
22.1 The dispute Resolution procedure in this Clause applies to disputes (disagreements) under this Constitution between a Member or Director and:
22.1.1 one or more Members
22.1.2 one or more Directors, or
22.1.3 the Company.
22.2 A Member must not start a dispute Resolution procedure in relation to a matter which is the subject of a disciplinary procedure under Clause 23 until the disciplinary procedure is completed.
22.3 Those involved in the dispute must try to resolve it between themselves within 14 days of knowing about it, or within a timeframe agreed by those involved.
22.4 If those involved in the dispute do not resolve it under Clause 22.3, they must within 10 days (or within a timeframe agreed by those involved):
22.4.1 tell the Directors about the dispute in writing
22.4.2 agree or request that a mediator be appointed, and
22.4.3 attempt in good faith to settle the dispute by mediation.
22.5 The mediator must:
22.5.1 be chosen by agreement of those involved, or
22.5.2 where those involved do not agree:
22.5.2.1 the Board of Director can choose a person, who:
22.5.2.1.1 may be a Member or former Member of the Company
22.5.2.1.2 must not have a personal interest in the dispute, and
22.5.2.1.3 must not be biased towards or against anyone involved in the dispute.
22.5.2.2 or a person chosen by the local Community Justice Centre or equivalent
whoever is chosen first.
22.6 When conducting the mediation, the mediator must:
22.6.1 allow those involved a reasonable chance to be heard
22.6.2 allow those involved a reasonable chance to review any written statements
22.6.3 ensure that the mediation is conducted in a manner free from bias, and
22.6.4 not make a decision on the dispute.
23 Disciplining Members
23.1 In accordance with this Clause, the Directors may resolve to warn, suspend, or expel a Member from the Company if the Directors consider that:
23.1.1 the Member has breached this Constitution, or
23.1.2 the Member’s behaviour is causing, has caused, or is likely to cause harm to the Company.
23.2 At least 5 days before the Directors’ Meeting at which a Resolution under Clause 23.1 above will be considered, the secretary must notify the Member in writing:
23.2.1 that the Directors are considering a Resolution to warn, suspend or expel the Member,
23.2.2 that this Resolution will be considered at a Directors’ Meeting and the date of that meeting,
23.2.3 what the Member is said to have done or not done,
23.2.4 the nature of the Resolution that has been proposed, and
23.2.5 that the Member may provide an explanation to the Directors, and details of how to do so.
23.3 Before the Directors pass any Resolution under Clause 23.1, the Member must be given a chance to explain or defend themselves by:
23.3.1 sending the Directors a written explanation before that Directors’ Meeting, and/or
23.3.2 speaking at the meeting.
23.4 After considering any explanation under Clause 23.3, the Directors may:
23.4.1 take no further action
23.4.2 warn the Member
23.4.3 suspend the Member’s rights as a Member for a period of no more than 12 months
23.4.4 expel the Member
23.4.5 refer the decision to an unbiased, independent person on conditions that the Directors consider appropriate (however, the person can only make a decision that the Directors could have made under this Clause), or
23.4.6 require the matter to be determined at a General Meeting.
23.5 The Directors cannot fine a Member.
23.6 The secretary must give written notice to the Member of the decision under Clause 23.4 as soon as possible.
23.7 Disciplinary procedures must be completed as soon as reasonably practical.
23.8 There will be no liability for any loss or injury suffered by the Member as a result of any decision made in good faith under this Clause.
GENERAL MEETINGS OF MEMBERS
24 Calling a General Meetings
24.1 The Directors may call a General Meeting, including an Annual General Meeting.
24.2 If Members with at least 5% of the votes that may be cast at a General Meeting make a written request to the Company for a General Meeting to be held for a proper purpose, the Directors must:
24.2.1 within 21 days of the Members’ request, give all Members notice of a General Meeting, and
24.2.2 hold the General Meeting within 2 months of the Members’ request.
24.3 The percentage of votes that Members have (in Clause 24.2 above) is to be worked out as at midnight before the Members request the meeting.
24.4 The Members who make the request for a General Meeting must:
24.4.1 state in the request any Resolution to be proposed at the meeting
24.4.2 sign the request, and
24.4.3 give the request to the Company.
24.5 The Members making the request may sign the request by signing a physical form of the document by hand or by signing an electronic form of the document using electronic means, which identifies the person and indicates the person’s intention.
24.6 Separate copies of a document setting out the request may be signed by Members if the wording of the request is the same in each copy.
24.7 If the Directors do not call the meeting within 21 days of being requested under Clause 24.2 above, 75% or more of the Members who made the request may call and arrange to hold a General Meeting.
24.8 To call and hold a meeting under Clause 24.7 above the Members must:
24.8.1 as far as possible, follow the procedures for General Meetings set out in this Constitution,
24.8.2 call the meeting using the list of Members on the Company’s Member register, which the Company must provide to the Members making the request at no cost, and
24.8.3 hold the General Meeting within three months after the request was given to the Company.
24.9 The Company must pay the Members who request the General Meeting any reasonable expenses they incur because the Directors did not call and hold the meeting.
25 Using technology to hold meetings
25.1 The Company may hold a General Meeting at two or more venues using any virtual meeting platform or using a virtual meeting platform only, where the platform gives Members a reasonable opportunity to participate, including to hear and be heard.
25.2 Anyone using this platform is taken to be present in person at the meeting.
25.3 If the General Meeting is held using a virtual meeting platform only, then
25.3.1 The place of the meeting is taken to be the registered office of the Company, and
25.3.2 The time of the meeting is taken to be the time at the registered office of the Company.
25.4 If the General Meeting is held at more than one physical venue (whether or not it is also held using a virtual meeting platform), then:
25.4.1 The place of the meeting is taken to be the main physical venue of the meeting as set out in the notice of the meeting, and
25.4.2 The time of the meeting is taken to be the time at the main physical venue of the meeting as set out in the notice of the meeting.
26 Notice of General Meetings
26.1 Notice of a General Meeting must be given to:
26.1.1 each Member entitled to vote at the meeting
26.1.2 each Director, and
26.1.3 the auditor (if any).
26.2 Notice of a General Meeting must be provided in writing at least 21 days before the meeting.
26.3 Subject to Clause 26.4 below, notice of a General Meeting may be provided less than 21 days before the meeting if Members with at least 95% of the votes that may be cast at the meeting agree beforehand.
26.4 Notice of a General Meeting cannot be provided less than 21 days before the meeting if a Resolution will be moved to:
26.4.1 remove a Director
26.4.2 appoint a Director in order to replace a Director who was removed, or
26.4.3 remove an auditor.
26.5 Notice of a General Meeting must include:
26.5.1 the place, date and time for the meeting (and if the meeting is to be held in two or more places or virtually, the virtual meeting platform that will be used to facilitate this)
26.5.2 a statement regarding the Member’s right to request documents be sent in electronic or physical form
26.5.3 the general nature of the meeting’s business
26.5.4 if applicable, that a Special Resolution is to be proposed and the words of the proposed Resolution, and
26.5.5 a statement that Members have the right to appoint proxies and that, if a Member appoints a proxy:
26.5.5.1 the proxy does not need to be a Member of the Company,
26.5.5.2 the proxy form must be delivered to the Company:
26.5.5.2.1 at its registered address or the address (including an electronic address) specified in the notice of the meeting, and
26.5.5.2.2 at least 48 hours before the meeting.
26.6 If a General Meeting is adjourned for one month or more, the Members must be given new notice of the resumed meeting.
27 Quorum at General Meetings
27.1 For a General Meeting to be held, at least 2 Members (a quorum) must be present (in person, by proxy or by representative) for the whole meeting. When determining whether a quorum is present, a person may only be counted once (even if that person is a representative or proxy of more than one Member).
27.2 No business may be conducted at a General Meeting if a quorum is not present.
27.3 If there is no quorum present within 30 minutes after the starting time stated in the notice of General Meeting, the General Meeting is adjourned to the date, time and place that the Chairperson specifies. If the Chairperson does not specify one or more of those things, the meeting is adjourned to:
27.3.1 if the date is not specified – the same day in the next week
27.3.2 if the time is not specified – the same time, and
27.3.3 if the place is not specified – the same place.
27.4 If no quorum is present at the resumed meeting within 30 minutes after the starting time set for that meeting, the meeting is cancelled.
28 Right of non-Members to attend meetings
28.1 The Chairperson of a General Meeting may invite any person to attend and address a meeting.
28.2 Any auditor and any Director of the Company is entitled to attend and address a General Meeting.
28.3 The Company must give the auditor (if any) any communications relating to the General Meeting that a Member of the Company is entitled to receive.
29 Representatives of beneficiaries
29.1 An incorporated beneficiaries may appoint as a representative:
29.2 The appointment of a representative by a beneficiary must:
29.2.1 be in writing
29.2.2 include the name of the representative
29.2.3 be signed on behalf of the beneficiary, and
29.2.4 be given to the Company or, for representation at a meeting, be given to the Chairperson before the meeting starts.
29.3 A representative has all the rights of a beneficiary relevant to the purposes of the appointment as a representative.
29.4 The appointment may be standing.
30 Chairperson for General Meetings
30.1 The Chairperson is entitled to chair General Meetings.
30.2 The Members present and entitled to vote at a General Meeting may choose a Director or Member to be the Chairperson for that meeting if:
30.2.1 there is no Chairperson, or
30.2.2 the Chairperson is not present within 30 minutes after the starting time set for the meeting, or
30.2.3 the Chairperson is present but says they do not wish to act as Chairperson of the meeting.
31 Role of the Chairperson
31.1 The Chairperson is responsible for the conduct of the General Meeting.
31.2 The Chairperson must give Members a reasonable opportunity to make comments and ask questions (including to the auditor (if any)).
31.3 The Chairperson does not have a casting vote.
32 Adjournment of meetings
32.1 If a quorum is present, a General Meeting must be adjourned if a majority of Members present direct the Chairperson to adjourn it.
32.2 Only unfinished business may be dealt with at a meeting resumed after an adjournment.
MEMBERS’ RESOLUTIONS AND STATEMENTS
33 Members' Resolutions and statements
33.1 Members with at least 5% of the votes that may be cast on a Resolution may give:
33.1.1 written notice to the Company of a Resolution they propose to move for a proper purpose at a General Meeting (Members’ Resolution), and/or
33.1.2 a written request to the Company that the Company give all of its Members a statement about a proposed Resolution or any other matter that may properly be considered at a General Meeting (Members’ statement).
33.2 A notice of a Members’ Resolution must set out the wording of the proposed Resolution and be signed by the Members proposing the Resolution.
33.3 A request to distribute a Members’ statement must set out the statement to be distributed and be signed by the Members making the request.
33.4 Separate copies of a document setting out the notice or request may be signed by Members if the wording is the same in each copy.
33.5 The percentage of votes that Members have (as described in Clause 33.1 above) is to be worked out as at midnight before the request or notice is given to the Company.
33.6 If the Company has been given notice of a Members' Resolution for a proper purpose under Clause 33.1.1 above, the Resolution must be considered at the next General Meeting held more than two months after the notice is given.
33.7 This Clause does not limit any other right that a Member has to propose a Resolution at a General Meeting.
34 Company must give notice of proposed Resolution or distribute statement
34.1 If the Company has been given a notice or request under Clause 33:
34.1.1 in time to send the notice of proposed Members’ Resolution or a copy of the Members' statement to Members with a notice of meeting, it must do so at the Company’s cost, or
34.1.2 too late to send the notice of proposed Members’ Resolution or a copy of the Members' statement to Members with a notice of meeting, then the Members who proposed the Resolution or made the request must pay the expenses reasonably incurred by the Company in giving Members notice of the proposed Members’ Resolution or a copy of the Members' statement. However, at a General Meeting, the Members may pass a Resolution that the Company will pay these expenses.
34.2 The Company does not need to send the notice of proposed Members’ Resolution or a copy of the Members' statement to Members if:
34.2.1 it is more than 1,000 words long
34.2.2 the Directors consider it may be defamatory
34.2.3 Clause 34.1 above applies, and the Members who proposed the Resolution or made the request have not paid the Company enough money to cover the cost of sending the notice of the proposed Members’ Resolution or a copy of the Members' statement to Members, or
34.2.4 in the case of a proposed Members’ Resolution, the Resolution does not relate to a matter that may be properly considered at a General Meeting or is otherwise not a valid Resolution able to be put to the Members.
35 Resolutions without meetings
35.1 Subject to Clause 35.3 below, the Directors may put a Resolution to the Members to pass a Resolution without a General Meeting being held.
35.2 The Directors must notify the auditor (if any) as soon as possible that a Resolution has or will be put to Members, and set out the wording of the Resolution.
35.3 The Company cannot pass any Resolutions for the below without holding a meeting:
35.3.1 for appointing or removing an auditor or remove a Director Member,
35.3.2 for passing a Special Resolution, or
35.3.3 where the Corporations Act or this Constitution requires a meeting to be held.
35.4 A Resolution is passed if all the Members entitled to vote on the Resolution sign or agree to the Resolution, in the manner set out in Clause 35.5 or Clause 41 below.
35.5 Members may sign:
35.5.1 a single document setting out the Resolution and containing a statement that they agree to the Resolution, or
35.5.2 separate copies of that document, as long as the wording is the same in each copy.
35.6 The Company may send a Resolution by email to Members and Members may agree by sending a reply email to that effect, including the text of the Resolution in their reply.
VOTING AT GENERAL MEETINGS
36 How many votes a Member has
Each Member has one vote.
37 Challenge to Member’s right to vote
37.1 A Member or the Chairperson may only challenge a person’s right to vote at a General Meeting at that meeting.
37.2 If a challenge is made under Clause 37.1 above, the Chairperson must decide whether or not the person may vote. The Chairperson’s decision is final.
38 How voting is carried out
38.1 Voting must be conducted and decided by:
38.1.1 a show of hands
38.1.2 a vote in writing, or
38.1.3 another method chosen by the Chairperson that is fair and reasonable in the circumstances.
38.2 Before a vote is taken, the Chairperson must note whether any proxy votes have been received and, if so, how the proxy votes will be cast.
38.3 On a show of hands, the Chairperson’s decision is conclusive evidence of the result of the vote.
38.4 The Chairperson and the meeting minutes do not need to state the number or proportion of the votes recorded in favour or against on a show of hands.
39 When and how a vote in writing must be held
39.1 A vote in writing may be demanded on any Resolution instead of or after a vote by a show of hands by:
39.1.1 at least five Members present who are entitled to vote on the relevant Resolution,
39.1.2 Members present with at least 5% of the votes that may be passed on the relevant Resolution (worked out as at the midnight before the vote in writing is demanded), or
39.1.3 The Chairperson of the meeting.
39.2 A vote in writing must be taken when and how the Chairperson directs, unless Clause 39.3 below applies.
39.3 A vote in writing must be held immediately if it is demanded under Clause 39.1 above:
39.3.1 For the election of a Chairperson under Clause 30.2, or
39.3.2 To decide whether to adjourn the meeting.
39.4 A demand for a vote in writing may be withdrawn.
40 Appointment of proxy
40.1 A Member may appoint a proxy to attend and vote at a General Meeting on their behalf.
40.2 A proxy does not need to be a Member.
40.3 A proxy appointed to attend and vote for a Member has the same rights as the Member to:
40.3.1 speak at the meeting
40.3.2 vote in a vote in writing (but only to the extent allowed by the appointment), and
40.3.3 join in to demand a vote in writing under Clause 39.1 above.
40.4 An appointment of proxy (proxy form) must be signed by the Member appointing the proxy and must contain:
40.4.1 the Member’s name and address,
40.4.2 the proxy’s name, and
40.4.3 the meeting(s) at which the appointment may be used.
40.5 The maximum period of any proxy appointment is SIX months, and cannot be extended automatically or by way of option.
40.6 Proxy forms must be received by the Company at the address stated in the notice under Clause 26.5.5 or at the Company’s registered address at least 48 hours before a meeting.
40.7 A proxy does not have the authority to speak and vote for a Member at a meeting while the Member is at the meeting.
40.8 Unless the Company receives written notice before the start or resumption of a General Meeting at which a proxy votes, a vote cast by the proxy is valid even if, before the proxy votes, the appointing Member:
40.8.1 dies, or
40.8.2 is mentally incapacitated,
40.9 A proxy appointment may specify the way the proxy must vote on a particular Resolution.
41 Voting by proxy
41.1 A proxy is not entitled to vote on a show of hands (but this does not prevent a Member appointed as a proxy from voting as a Member on a show of hands).
41.2 When a vote in writing is held, a proxy:
41.2.1 does not need to vote, unless the proxy appointment specifies the way they must vote,
41.2.2 if the way they must vote is specified on the proxy form, must vote that way, and
41.2.3 if the proxy is also a Member or holds more than one proxy, may cast the votes held in different ways.
DIRECTORS
42 Number of Directors
42.1 The Company must have at least three and no more than THREE Directors.
43 Election and appointment of Directors
43.1 The initial Directors are the initial members who have agreed to act as Directors and who are named as proposed Directors in the application for registration of the Company.
43.2 All Members may elect or remove a Director Member, except the Permanent Member, by passing a Resolution in a General Meeting.
43.3 Except the Permanent Member, each of the Directors must be appointed by a separate Resolution, unless:
43.3.1 the Members present have first passed a Resolution that the appointments may be voted on together, and
43.3.2 no votes were cast against that Resolution.
43.4 A person is eligible for election as a Director of the Company if they:
43.4.1 are a Member of the Company,
43.4.2 are 18 years of age or older,
43.4.3 are nominated by two Members or representatives of Members entitled to vote (unless the person was previously elected as a Director at a General Meeting and has been a Director since that meeting),
43.4.4 give the Company their signed consent to act as a Director of the Company, and
43.4.5 are not ineligible to be a Director under the Corporations Act or the ACNC Act.
43.5 The Directors may delegate their workload temporarily, but may not appoint a person as a temporary Director to fill a casual vacancy.
43.6 If the number of Directors is reduced to fewer than three or is less than the number required for a quorum, the continuing Directors may act but only:
43.6.1 in an emergency
43.6.2 for the purpose of increasing the number of Directors to three (or higher if required for a quorum), or
43.6.3 to call a General Meeting.
44 Election of Chairperson
The Directors must elect a Director as the Company’s Chairperson.
45 Term of office
45.1 Other than the permanent Director mentioned in Clause 14.1.1 above, a Director Member’s term of office starts at the end of the General Meeting at which they are elected and ends at the end of the General Meeting at which they retire.
46 When a Director stops being a Director
A Director stops being a Director if they:
46.1 give written notice of resignation as a Director to the Company,
46.2 die,
46.3 are removed as a Director by a Resolution of the Members,
46.4 stop being a Member of the Company,
46.5 are a representative of a Member, and that Member stops being a Member,
46.6 are a representative of a Member, and the Member notifies the Company that the representative is no longer a representative,
46.7 are absent for thirty consecutive Directors’ Meetings without approval from the Directors, or
46.8 become ineligible to be a Director of the Company under this Constitution (Clause 15 above), the Corporations Act or the ACNC Act.
POWERS OF DIRECTORS
47 Powers of Directors
47.1 The Directors are responsible for managing and directing the activities of the Company to carry out the purposes set out in Clause 1 above.
47.2 The Directors may use all the powers of the Company except for powers that, under the Corporations Act or this Constitution, may only be used by Members.
47.3 The Directors must decide on the responsible financial management of the Company including:
47.3.1 any suitable written delegations of power under Clause 48, and
47.3.2 how money will be managed, such as how electronic transfers, negotiable instruments or cheques must be authorised and signed or otherwise approved.
47.4 The Directors cannot remove a Director or auditor. Directors and auditors may only be removed by a Members’ Resolution at a General Meeting.
48 Powers the Directors do NOT have
48.1 In pursuit of the objectives set out in Clause 1 above, the Directors shall ensure that no current Member, employee, contractor, or partner of the Company engages in any of the following activities:
48.1.1 acting as a legal representative or advocate for a client in any litigation matter; or
48.1.2 advising or acting for a client in any non-litigation matter
unless the Director has been acting in those matters before 1 July 2024.
48.2 Nothing in this Clause 48 shall prevent the Directors or the Company from providing:
48.2.1 advice and assistance to clients on selecting a suitable lawyer for their legal issues;
48.2.2 services through a law practice’s trust accounts;
48.2.3 services like a legal practice, other than those mentioned in Clause 48.1 above; or
48.2.4 pro bono legal services.
49 Delegation of Directors’ powers
49.1 The Directors may delegate any of their powers and functions to a committee, a Director, an employee of the Company (such as a chief executive officer) or any other person, as they consider appropriate.
49.2 The Company must keep appropriate records of any delegations.
50 Payments to Directors
50.1 The Company must not pay Directors’ fees.
50.2 The Company may:
50.2.1 pay a Director for work they do for the Company, other than as a Director, if the amount is no more than a reasonable fee for the work done, or
50.2.2 reimburse a Director for expenses properly incurred by the Director in connection with the affairs of the Company.
50.3 Any payment made under Clause 50.2 must be approved by the Directors.
51 Execution of documents
51.1 The Company may execute a document without using a common seal if the document is signed by:
51.1.1 two Directors of the Company and one of them must be the Founder, or
51.1.2 one Director who is also the secretary,
whether by signing a physical form of the document by hand or by signing an electronic form of the document using electronic means, which identifies the person and indicates the person’s intention.
DUTIES OF DIRECTORS
52 Duties of Directors
The Directors must comply with their duties:
52.1 to exercise their powers and discharge their duties with the degree of care and diligence that a reasonable individual would exercise if they were a Director of the Company,
52.2 to act in good faith in the best interests of the Company and to further the charitable purposes of the Company set out in Clause 1 above,
52.3 not to misuse their position as a Director,
52.4 not to misuse information they gain in their role as a Director,
52.5 to disclose any perceived or actual material conflicts of interest in the manner set out in Clause 53 below,
52.6 to ensure that the financial affairs of the Company are managed responsibly, and
52.7 not to allow the Company to operate while it is insolvent.
53 Conflicts of interest
53.1 A Director must disclose the nature and extent of any actual or perceived material conflict of interest in a matter that is being considered at a meeting of Directors (or that is proposed in a Resolution to be passed under cl 60):
53.1.1 to the other Directors, or
53.1.2 if all of the Directors have the same conflict of interest, to the Members at the next General Meeting, or at an earlier time if reasonable to do so.
53.2 The disclosure of a conflict of interest by a Director must be recorded in the minutes of the meeting.
53.3 Each Director who has a material personal interest in a matter that is being considered at a meeting of Directors (or that is proposed in a Resolution to be passed under Clause 60) must not:
53.3.1 be present at the meeting while the matter is being discussed, or
53.3.2 vote on the matter,
except as provided under Clauses 53.4.
53.4 A Director may still be present and vote if:
53.4.1 their interest arises because they are a Member of the Company, and the other Members have the same interest,
53.4.2 their interest relates to an insurance contract that insures, or would insure, the Director against liabilities that the Director incurs as a Director of the Company (see Clause 71 below),
53.4.3 their interest relates to a payment by the Company under Clause 70 below (indemnity), or any contract relating to an indemnity that is allowed under the Corporations Act,
53.4.4 the Australian Securities and Investments Commission (ASIC) makes an order allowing the Director to vote on the matter, or
53.4.5 the Directors who do not have a material personal interest in the matter pass a Resolution that:
53.4.5.1 identifies the Director, the nature and extent of the Director’s interest in the matter and how it relates to the affairs of the Company, and
53.4.5.2 says that those Directors are satisfied that the interest should not stop the Director from voting or being present.
DIRECTORS’ MEETINGS
54 When the Directors meet
The Directors may decide how often, where and when they meet.
55 Calling Directors’ Meetings
55.1 A Director may call a Directors’ Meeting by giving reasonable notice to all of the other Directors.
55.2 A Director may give notice in writing or by any other means of communication that has previously been agreed to by all of the Directors.
56 Chairperson for Directors’ Meetings
56.1 The Chairperson is entitled to chair Directors’ Meetings.
56.2 The Directors at a Directors’ Meeting may choose a Director to chair that meeting if the Chairperson is:
56.2.1 not present within 30 minutes after the starting time set for the meeting, or
56.2.2 present but does not want to act as Chairperson of the meeting.
57 Quorum at Directors’ Meetings
57.1 Unless the Directors determine otherwise, the quorum for a Directors’ Meeting is a majority (more than 50%) of Directors.
57.2 A quorum must be present for the whole Directors’ Meeting.
58 Using technology to hold Directors’ Meetings
58.1 The Directors may hold their meetings by using any virtual meeting platform that is agreed to by all of the Directors.
58.2 The Directors’ agreement may be a standing (ongoing) one.
58.3 A Director may only withdraw their consent within a reasonable period before the meeting.
59 Passing Directors’ Resolutions
A Directors’ Resolution must be passed by a majority of the votes cast by Director’s present and entitled to vote on the Resolution.
60 Resolutions of Directors without a meeting
60.1 The Directors may pass a Resolution without a Directors’ Meeting being held.
60.2 A Resolution is passed if all the Directors entitled to vote on the Resolution sign or otherwise agree to the Resolution in the manner set out in Clause 60.3 or Clause 60.4 below.
60.3 Each Director may sign:
60.3.1 a single document setting out the Resolution and containing a statement that they agree to the Resolution, or
60.3.2 separate copies of that document, as long as the wording of the Resolution is the same in each copy.
60.4 The Company may send a Resolution by email to the Directors and the Directors may agree to the Resolution by sending a reply email to that effect, including the text of the Resolution in their reply.
60.5 The Resolution is passed when the last Director signs or otherwise agrees to the Resolution in the manner set out in Clause 60.3 or Clause 60.4 above.
SECRETARY
61 Appointment and role of secretary
61.1 The Company must have at least one secretary, who may also be a Director.
61.2 A secretary must be appointed by the Directors (after giving the Company their signed consent to act as secretary of the Company) and may be removed by the Directors.
61.3 The Directors must decide the terms and conditions under which the secretary is appointed, including any remuneration.
61.4 The secretary must ensure that the following are maintained:
61.4.1 a register of the Company’s Members, and
61.4.2 the minutes and other records of General Meetings (including notices of meetings), Directors’ Meetings and Resolutions.
MINUTES AND RECORDS
62 Minutes and records
62.1 The Company must, within one month, make and keep the following records:
62.1.1 minutes of proceedings and Resolutions of General Meetings
62.1.2 minutes of any other Resolutions of Members
62.1.3 a copy of a notice of each General Meeting, and
62.1.4 a copy of a Members’ statement distributed to Members under Clause 34.
62.2 The Company must, within one month, make and keep the following records:
62.2.1 minutes of proceedings and Resolutions of Directors’ Meetings (including meetings of any committees), and
62.2.2 minutes of any other Resolutions of Directors.
62.3 To allow Members to inspect the Company’s records:
62.3.1 the Company must give a Member access to the records set out in Clause 62.1, and
62.3.2 the Directors may authorise a Member to inspect other records of the Company, including records referred to in Clause 62.2 and Clause 63.1.
62.4 The Directors must ensure that minutes of a General Meeting or a Directors’ Meeting are signed within a reasonable time after the meeting by:
62.4.1 the Chairperson of the meeting, or
62.4.2 the Chairperson of the next meeting.
62.5 The Directors must ensure that minutes of the passing of a Resolution passed without a meeting (of Members or Directors) are signed by a Director within a reasonable time after the Resolution is passed.
63 Financial and related records
63.1 The Company must make and keep written financial records that:
63.1.1 correctly record and explain its transactions and financial position and performance, and
63.1.2 enable true and fair financial statements to be prepared and to be audited.
63.2 The Company must also keep written records that correctly record its operations.
63.3 The Company must retain its records for at least 7 years.
63.4 The Directors must take reasonable steps to ensure that the Company's records are kept safe.
NOTICE
64 What is notice
64.1 Anything written to or from the Company under any Clause in this Constitution is written notice and is subject to Clauses 65 to 67 below, unless specified otherwise.
64.2 Clauses 65 to 67 below do not apply to a notice of proxy under Clause 40.6.
65 Notice to the Company
Written notice or any communication under this Constitution may be given to the Company, the Directors or the secretary by sending it to an email address or other electronic address notified by the Company to the Members as the Company’s email address or other electronic address.
66 Notice to Members
66.1 Written notice or any communication under this Constitution may be given to a Member:
66.1.1 in person,
66.1.2 by posting it to, or leaving it at the address of the Member in the register of Members or an alternative address (if any) nominated by the Member for service of notices,
66.1.3 sending it to the email or other electronic address nominated by the Member as an alternative address for service of notices (if any),
66.1.4 sending it to the fax number nominated by the Member as an alternative address for service of notices (if any), or
66.1.5 if agreed to by the Member, by notifying the Member at an email or other electronic address nominated by the Member, that the notice is available at a specified place or address (including an electronic address).
66.2 If a Member elects to receive documents in physical form or electronic form, the Company must take reasonable steps to send documents in a manner that complies with the election.
66.3 If the Company does not have an address for the Member, the Company is not required to give notice in person.
67 When notice is taken to be given
67.1 A notice:
67.1.1 delivered in person, or left at the recipient’s address: is taken to be given on the day it is delivered
67.1.2 sent by post: is taken to be given on the third (3rd) business day after it is posted to the address notified by the recipient and payment of postage costs
67.1.3 sent by email, fax or other electronic method: is taken to be given when it is sent, unless the sender receives an automated message that the notice has not been delivered, and
67.1.4 given under Clause 66.1.5 above: is taken to be given on the business day after the notification that the notice is available is sent.
67.2 If the delivery or receipt of a notice is on a day which is not a business day or is after 5.00pm on a business day, it is deemed to be received at 9.00am on the following business day.
FINANCIAL MATTERS
68 Company's financial year
The Company's financial year is from 1 July to 30 June, unless the Directors pass a Resolution to change the financial year.
69 Donation
69.1 To avoid any potential undue influence on the Company, the Board of Directors must satisfy that the following conditions are met, before accepting any donation:
69.1.1 the purpose of the donation is to support the purpose of the Company, as set out in Clause 1 above, and
69.1.2 the donor is not a legal practitioner or a private legal practice, who provides legal services to the general public,
69.1.3 the donor does not have any actual or potential, interest, conflict of interest, or current association with any incorporated or unincorporated private legal practice, in any of the following capacities, including, but not limited to:
69.1.3.1 office holder, employee, shareholder, trustee, partner, stakeholder, creditor,
69.1.3.2 recipient of a donation, sponsee of a sponsorship, or
69.1.3.3 domestic or business partner, or immediate family of anyone mentioned in this Clause.
unless such interest, conflict of interest and/or any association are fully disclosed to the Board, and the Board of Directors believe the circumstances or if certain conditions apply, the donation will not exert any undue influence on the Company.
INDEMNITY, INSURANCE AND ACCESS
70 Indemnity
70.1 The Company indemnifies each officer of the Company out of the assets of the Company, to the extent permitted by law (including the Corporations Act), against all losses and liabilities (including costs, expenses and charges) incurred by that person as an officer of the Company.
70.2 In this Clause, ‘officer’ means a Director or secretary and includes a Director or secretary after they have ceased to hold that office.
70.3 The indemnity is a continuing obligation and is enforceable by an officer:
70.3.1 even though that person is no longer an officer of the Company, and
70.3.2 is enforceable without that person having first to incur any expense or make any payment.
71 Insurance
To the extent permitted by law (including the Corporations Act), and if the Directors consider it appropriate, the Company may pay or agree to pay a premium for a contract insuring a person who is or has been an officer of the Company against any liability incurred by the person as an officer of the Company.
72 Directors’ access to documents
72.1 A Director has a right of access to the financial records of the Company at all reasonable times.
72.2 The Directors may resolve to give a Director or former Director access to other records, including documents provided for or available to the Directors.
WINDING UP
73 Winding up voluntarily
If permitted by law, the Company may be wound up voluntarily by Special Resolution.
74 Surplus assets not to be distributed to Members
If the Company is wound up, any surplus assets must not be distributed to a Member or a former Member of the Company, unless that Member or former Member is a charity described in Clause 75.1 below.
75 Distribution of surplus assets
75.1 Subject to the Corporations Act and any other applicable Act, and any court order, any surplus assets that remain after the Company is wound up must be distributed to one or more charities:
75.1.1 with purposes aligned with those in Clause 1 above, and
75.1.2 which also prohibit the distribution of any surplus assets to its Members to at least the same extent as the Company.
75.2 The decision as to the charity or charities to be given the surplus assets must be made by a Special Resolution of Members at or before the time of winding up. If the Members do not make this decision, the Company may apply to the Supreme Court to make this decision.
DEFINITIONS AND INTERPRETATION
76 Definitions
In this Constitution:
ACNC Act means the Australian Charities and Not-for-profits Commission Act 2012 (Cth).
business day means a day on which banks are open for business excluding Saturdays, Sundays and public holidays in the place where the Company’s registered office is located.
business name means “Clean Law”.
Company means the Company referred to in Clause A of Preamble.
Corporations Act means the Corporations Act 2001 (Cth).
Chairperson means a person elected by the Directors to be the Company’s Chairperson under Clause 44.
Founder as defined in Clause 14.1.1.
General Meeting means a meeting of Members.
Member present means, in connection with a General Meeting, a Member present in person, by representative or by proxy at the meeting. registered charity means a charity that is registered under the ACNC Act.
Permanent Member / Director refers to the Founder, who shall not be removed or replaced within the Company.
Special Resolution means a Resolution:
i) of which notice has been given under Clause 26.5.4, and
ii) that has been passed by at least 75% of the votes cast by Members present and entitled to vote on the Resolution.
surplus assets means any assets of the Company that remain after paying all debts and other liabilities of the Company, including the costs of winding up.
virtual meeting platform means any technology that allows Members to participate in a meeting, including by asking questions orally and in writing, without being physically present at the meeting.
77 Reading this Constitution with the Corporations Act
77.1 The replaceable rules set out in the Corporations Act do not apply to the Company.
77.2 While the Company is a registered charity, the ACNC Act and the Corporations Act override any Clauses in this Constitution which are inconsistent with those Acts, as they apply to a registered charity.
77.3 If the Company is not a registered charity (even if it remains a charity), the Corporations Act overrides any Clause in this Constitution which is inconsistent with that Act.
77.4 A word or expression that is defined in the Corporations Act, or used in that Act and covering the same subject, has the same meaning as in this Constitution.
78 Interpretation
In this Constitution:
78.1 the words ‘including’, ‘for example’, or similar expressions mean that there may be more inclusions or examples than those mentioned after that expression, and
78.2 reference to an Act includes every amendment, re-enactment, or replacement of that Act and any subordinate legislation made under that Act (such as regulations).
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