Constitution of Goddard and Tyne

1. Nature of Company and Limited Liability:

1.1 The Company is a public company limited by guarantee.
1.2 The liability of Members is limited. Each Member undertakes to contribute no more than $25 to the assets of the Company if it is wound up while he/she is a Member, or within 1-year afterwards.

2. Purpose.

The purpose of the Company is to facilitate the development of a sustainable enterprise sector, to develop economic infrastructure and foster micro-economic development, through the supply of assets, including but not limited to machinery, vehicles, vessels and boats, tools and equipment to lands, ports, islands, villages, tribes, clans and customary land holders of Papua New Guinea. The Company will also provide a range of financial, developmental and networking support services for appropriate existing and emerging economic enterprises, as well as providing research, advocacy and policy support services.

3. Objectives.

The strategic objectives of the Company are to:

a. fund and support early-stage enterprises for economic innovation through grants, low interest micro lending, cash and securities.
b. develop and use skills, knowledge and attitudes that support current and future enterprises
c. create models and initiatives to test and deliver best practice in enterprise development
d. develop and implement idea generation, planning, start-up and growth of enterprises
e. provide training and related services including plant, machinery, motor vehicles and equipment to develop projects and infra structure.
f. develop communications and network capability
g. provide platforms for knowledge exchange and collective learning to grow enterprise
h. develop a range of income streams over time to support the work of the Company
i. develop financial models/mechanisms to generate and broker investment for enterprises for small and medium scale businesses.
j. influence the practices of current and future investors within and external to the company
k. undertake and/or support research to increase knowledge and contribute to policy
l. shape public and organisational policies that foster social innovation
m. design construct and manage infrastructure and capacity through partnerships and alliances.

4. Amendment to Company & Constitution.

If in the preceding calendar year the State has provided any funding or financial assistance to the Company, none of the nature of the Company; liability of Members; Company purpose; or Company objects, may be altered unless the Minister (or approved delegate) has approved and signed the proposed alterations.

5. Membership

5.1 Number of Members. There may be a maximum of 10 Members of the Company, or such greater number as the Board may from time to time determine.<r>
5.2 Members. The Members of the Company will consist of the individuals appointed as Directors.
5.3 Voting Entitlement. Each Member shall have one vote.
5.4 Admission. Any person accepted as a Director will automatically be admitted as a Member.
5.5 Register of Members. A register of the Members of the Company must be kept in accordance with applicable law and the following details must be entered in the Register in respect of each Member: name; address, telephone number and fax number and email address, if any; date of admission and cessation of membership; and any other information as the Directors may require (each Member must notify the Secretary in writing of any change in such information, within one month after the change).
5.6 Removal & Cessation of Membership. A Member may resign from membership of the Company by giving written notice to the Secretary, in which case resignation is deemed to take effect from the date of receipt of the notice of resignation or such later date as is provided in the notice, or a Member will cease to be a Member on the occurrence of a Termination Event.
5.7 Removal from Membership. If a Member engages in behaviour or conduct that in the opinion of the Board is or could be prejudicial to the interest of the Company, the Directors may, on provision of at least one month's written notice to such Member, remove him/her from the Register. The Directors do not have to give reasons for removal of a Member from the Register.
5.8 No Profits. No income or property of the Company may be distributed to any Member. However, nothing in this clause prevents the payment in good faith of a grant to a Member for the purposes of advancing the objectives of the Company, provided the grant is approved by the Board; terms of the grant require that the funds may only be used for a purpose consistent with advancing the objects of the Company; and the grant is listed in the annual report and financial statements of the Company.
5.9 Payments for Services. Nothing in this clause prevents the payment in good faith of remuneration to any officers or employees of the Company for services actually rendered to the Company; in return for any services actually rendered to the Company or for goods supplied in the ordinary and usual course of business; reasonable and proper interest on money borrowed from any Member; or reasonable and proper rent for premises let by any Member to the Company.