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MEMORANDUM OF ASSOCIATION OF AUSTRALIAN ROCK COMPANY LTD (ARC)

1 The name of the company is AUSTRALIAN ROCK COMPANY LIMITED (ARC) [hereinafter called "the Company"]

2 The cultural objective of the Company is to realise life as art: [art n skilful execution as an object in itself;]

ii to encourage, promote and produce the artistic expressions of youth in all forms and media and to assist in the development of a strong, articulate and creative youth culture, in Australia;

iii to promote, produce, present and manage professional live performances for the culturally disadvantaged youth throughout Australia especially in isolated, under-catered and financially uncertain areas;

iv to promote Australian culture, particularly through live performance and to promote, produce, present and manage film and recorded performances and other forms of creative endeavour;

v to offer employment or otherwise promote the training of skills and employment of performers, directors, producers, writers, composers, visual artists, technicians and other persons in the arts, entertainment and communications industries;

vi to maintain, upgrade and advance present venues and to create new venues for live and recorded performance and other forms of creative endeavour;

vii to establish a National Ticketing Network, "ARCTIX";

viii to teach, train and instruct persons, promote education and research relating to any and all facets of the arts, entertainment and communications industries;

ix to compile community resource data and information relating to venues, facilities, live and recorded performance;

x to establish and conduct schools, courses, seminars, lectures and other forms of education relating to music, arts, entertainment and communication and to involve geographically, financially or culturally disadvantaged youth in live and recorded productions;

xi to promote, encourage and support the dissemination by all means, including lectures, printing, recordings and transmission by radio, television and multimedia, knowledge and information relating to music and other forms of art, entertainment and communication and the utilisation of community resources for the same;

xii to establish and support existing libraries;

xiii to commission musical, dramatic, artistic and literary works;

xiv to take up, administer or acquire copyrights, performing rights and other intellectual property rights in musical, artistic, dramatic and literary works and other copyright subject matter and other tangible property, to grant and take licences in respect of such rights and to receive and pay royalties in respect of such rights;

xv to establish recording and film facilities and to make, lease, sell, hire and otherwise exploit recordings and films;

xvi to ensure all opportunities in multimedia for Australian arts, entertainment and communications are fully exploited, domestically and abroad;

xvii to encourage, assist and arrange for students and others to travel within Australia and abroad to engage in research, study and training and gain experience in music and other forms and facets of the arts, entertainment and communications industries;

xviii to arrange and hold competitions relating to arts, entertainment and communications and to provide or contribute towards the provision of prizes, awards and distinctions in connection therewith PROVIDED THAT no member of the Company shall receive any prize, award or distinction of monetary value except as a successful competitor at any competition held or promoted by the Company;

xix to promote, produce and encourage directly and indirectly the knowledge, understanding, appreciation and enjoyment of music, performance, visual art and other creative endeavour in all expressions forms and media;

xx to complement and support the work of all organisations and individuals in the arts, entertainment and communications industries in a spirit of co-operation and goodwill;

xxi to establish the Public Fund known as "ARC Rock & Roll Fund" to be used exclusively for the cultural purposes set out in clause 2. To attain a realistic capital base to underwrite the cultural objectives of the Company. If "ARC Rock & Roll Fund" should be wound up, any surplus assets should not be distributed among the members of the Company, but shall be given or transferred to some other fund or organisation with similar objects to the cultural objects of the Company, such fund or organisation to be eligible for tax deductibility of donations under subsection 78(4) of the Income Tax Assessment Act 1936.

A To create and develop interest, awareness, understanding, moral and financial support for the objects of Australian Rock Company Ltd (ARC) by means of the electronic and other media, educational programs and active protest and dissent from policies and action, whether of governments or others which, in the opinion of the Company, may detrimentally affect any individual (ecosystem or habitat) or any part of Australia’s cultural or ecological environment;

B To subscribe to, become a member of and co-operate or amalgamate with any other association or organisation, whether incorporated or not, whose objects are similar to those of the Company PROVIDED THAT the Company shall not subscribe to or support with its funds or amalgamate with any association or organisation which does not prohibit the distribution of its income and property among its members to an extent at least as great as that imposed on the Company under or by virtue of clause 3 of this memorandum;

C To buy, sell and deal in all kinds of apparatus, plant materials and all kinds of provisions, liquid and solid, required by the members of the Company or persons frequenting the Company's premises;

D To purchase, take on lease or in exchange, hire and otherwise acquire any lands, buildings, easements or property, real and personal, and any rights or privileges which may by requisite for the purposes of, or capable of being conveniently used in connection with, any of the objects of the Company PROVIDED THAT in case the Company shall take on or hold any property which may be subject to any trusts the Company shall only deal with the same in the manner as allowed by law having regard to such trusts;

E To enter into any arrangements with any Government or authority supreme, municipal, local or otherwise, that may seem conducive to the Company's objects or any of them and to obtain from any such Government or authority any rights privileges and concessions which the Company may think it desirable to obtain and to carry out, exercise and comply with any such arrangements, rights, privileges and concessions which the Company may think it desirable to obtain and carry out, exercise and comply with any such arrangements, rights, privileges and concessions;

F To appoint, employ, remove or suspend such managers, clerks, secretaries, workers and other such persons as may be necessary or convenient for the purposes of the Company; I To establish and support, or aid in the establishment and support of, associations, institutions, funds, trusts and conveniences calculated to benefit employees or past employees of the Company or dependents or connections of any such persons, and to grant pensions and allowances, and to make payments towards insurance, and to subscribe or guarantee money for charitable or benevolent objects, or for any public, general or useful object;

G To construct, improve, maintain, develop, work, manage, carry out, alter or control any houses, buildings, grounds, works or conveniences which may seem calculated directly or indirectly to advance the Company's interests and to contribute to, subsidise or otherwise assist and take part in the construction, improvement, maintenance, development, working, management, carry out alteration, or control thereof;

H To invest and deal with the money of the Company not immediately required in such manner as may be permitted by law for the investment of trust funds;

I To borrow or raise or secure the payment of money in such manner as the Company may think fit and to secure the same or the repayment or performance of any debt, liability, contract, guarantee or other engagement incurred or to be entered into by the Company in any way and in particular by the issue of debentures perpetual or otherwise charged upon all or any of the Company's property (both present and future), and to purchase, redeem or pay off such securities;

J To make, draw, accept, endorse, discount, execute and issue promissory notes, bills of exchange, bills of lading and other negotiable or transferable instruments;

K To sell, improve, manage, develop, exchange, lease, dispose of, turn to account or otherwise deal with all or any part of the property and rights of the Company;

L To take or hold mortgages, liens and charges to secure payment of the purchase price or any unpaid balance of the purchase price, of any part of the Company's property of whatsoever kind sold by the Company, from purchasers and others;

M To take any gift of property whether subject to any special trust or not, for any one or more of the objects of the Company but subject always to the proviso in clause 2(G) of this Memorandum;

N To take such steps by personal or written appeals, public meetings or otherwise as may be deemed expedient for the purpose of procuring contributions to the funds of the Company, in the shape of donations, annual subscriptions or otherwise;

O To print and publish any newspapers, periodicals, books or leaflets that the Company may think desirable for the promotion of its objects;

P To purchase or otherwise acquire and undertake all or any part of the property, assets, liabilities and engagements of any one or more of the companies, institutions, societies or associations with which the Company is authorised to amalgamate;

Q To transfer all or any part of the property, assets, liabilities and engagements of the Company to any one or more of the companies, institutions, societies or associations with which the Company is authorised to amalgamate;

R To make donations for patriotic or charitable purposes;

S To transact any lawful business in aid of the Commonwealth of Australia in the prosecution of any war in which the Commonwealth of Australia is engaged;

T To act as trustee of any trust whether created by the Company or otherwise whether incorporated or not, whose objects or some of those objects are similar to those of the Company;

U To carry out any functions and exercise any discretions, powers and rights and comply with any obligations and do all things and execute all documents as are incidental to the office of trustee;

V To invite any persons as the Company sees fit to become members or associate members of the Company and through such memberships and associations to participate more effectively in supporting and assisting the Company to promote and carry out any object of the Company;

W To encourage the making of gifts including bequests and devices to or for the benefit of the Company and any of its objects;

AA To do all such things as are incidental or conducive to the attainment of the above objects and powers and powers conferred on the Company by statute or otherwise or any of them;

BB To offer diplomas, certificates and other awards for the achievement in all forms of worth PROVIDED THAT no member of the Company shall receive any such diploma, certificate or award for monetary value except for recognised achievement under the regulations affecting the granting of the diploma, certificate or reward;

CC To award scholarships, bursaries and financial assistance to persons involved in creative endeavours, the arts and related activities PROVIDED THAT no member of the Company shall be awarded any such scholarship, bursary or financial assistance except for recognised involvement and as a successful applicant under the regulations affecting the awarding of any such scholarship, bursary or financial assistance.

PROVIDED THAT the Company shall not support with its funds any activity or endeavour to impose on or procure to be observed by its members or by others any regulations or restrictions, which if an object of the Company would make it a trade union within the meaning of the Trade Union Act.

The powers set forth in the Second Schedule of the Code shall not apply to the Company except insofar as they are included in this clause.

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