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A Company Limited by Guarantee and not having a Share Capital
MEMORANDUM OF ASSOCIATION
of
THE LUASEUTA FOUNDATION LIMITED

1. The name of the company is Luaseuta Foundation Limited (hereinafter called the “Foundation”).

2. The objects for which the Foundation is established are:
(a) The relief and prevention of poverty and sickness and the advancement of the health of the people of Tuvalu through innovative and appropriate community–based development and education in the islands of Tuvalu;
(b) The advancement of the education of the people of Tuvalu through the provision of innovative and appropriate educational activities and facilities in the islands of Tuvalu; and
(c) The relief and prevention of the effects of cyclones, storms, high tides, ‘king tides’, earthquakes, tsunamis and any form of emergency situation or disaster that is the consequence of any natural phenomena that affects the islands of Tuvalu.

3. Solely for the purpose of carrying out the objects described in clause 1, but not otherwise:
(a) To assist the people of Tuvalu to obtain innovative and appropriate technologies for use in the schools and for use in the community educational activities of the people of Tuvalu for the sole purpose of the advancement of education of the people of Tuvalu;
(b) To assist the people of Tuvalu to participate in physical exercise, sports training and sporting activities for the sole purpose of advancing the health of the people of Tuvalu, where the exercise, training and sporting activities occur both within Tuvalu and at an international level, including, but not limited to, Tuvaluan participation in the Commonwealth Games, Olympic Games and other international sporting events;
(d) To assist the people of Tuvalu to relieve and prevent the adverse health and social consequences of poverty and the lack of employment opportunities;
(e) To assist the people of Tuvalu to obtain innovative and appropriate technologies, or to facilitating research and development of innovative and appropriate technologies, including, but not limited to, technologies related to communication, education, transportation, medical technologies and technologies related to the substitution of fossil fuels by renewable or sustainable energy sources solely for the purposes of: assisting the people of Tuvalu in the relief and prevention and sickness and the advancement of the health of the people of Tuvalu; the advancement of the education of the people of Tuvalu; and to relieve and prevent the adverse health and social consequences of poverty and the lack of employment opportunities;
(f) To assist the people of Tuvalu to anticipate, plan and prevent the consequences of natural disasters and to assist the people of Tuvalu to investigate the causes and consequences of cyclones, storms, high tides, ‘king tides’, earthquakes, tsunamis and any oceanic phenomena and meteorological phenomena having an adverse effect on the islands of Tuvalu;
(g) To engage in educational, promotional and advertising activities, educational work and consultations in Australia, and anywhere else in the world which will increase knowledge of the work of the Foundation in Tuvalu and of Tuvaluan culture and society;
(h) To receive proposals and projects from people, trusts, foundations, companies, international organisations, non-government organizations (NGOs), universities, schools of learning, research facilities, government departments, government agencies, companies and other legal entities anywhere in the world and to perform such projects as manager, consultant or as agent of the principal, where the principal is funding the project for the development, relief or welfare (or any of these things) for the benefit of the people of Tuvalu;
(i) To receive, administer and distribute funds provided by funding agencies in Australia and elsewhere for purposes consonant with the aims and objects of the Foundation;
(j) To engage in and participate in appeals for the purpose of procuring contributions to the funds of the Foundation, in the shape of donations, annual subscriptions or otherwise; whether the appeals are conducted by: personnel appeals; written appeals; public appeals conducted through public meetings, public events, or other activities which the public are invited to attend; and appeals which advertised and promoted through newspapers, periodicals, magazines, the Internet and World Wide Web sites, television channels or any other form of communication media (now known or invented in the future);
(k) To print and publish any newspapers, periodicals, magazines, books, leaflets, posters and any other form of print based media (whether now known or invented in the future) that the Foundation may think desirable for the promotion of its aims and objects;
(l) To create, maintain and publish any electronic publishing media that the Foundation may think desirable for the promotion of its aims and objects, including but not limited to:
(i) Publishing information via any telecommunications system (whether now known of the distant future) including the use of the Internet and World Wide Web; and
(ii) Publishing information on any electronic device (whether now known or invented in future) including the use of CD-ROMs and DVDs;
(m) To make cinematograph films, and to participate in the making of cinematograph films, that the Foundation may think desirable for the promotion of its aims and objects; To publish and distribute, and to authorize others to publish and distribute, any such cinematograph films via any television system or apparatus; telecommunication system, electronic devices, or any means, methods, devices or apparatus capable of communicating cinematograph films (whether now known or invented in the future);
(n) To enter into partnerships or joint ventures with other people, trusts, foundations, international organisations, non-government organizations (NGOs), universities, schools of learning, research facilities, government departments, government agencies, companies and other legal entities for the purpose of carrying out the aims and objects of the Foundation;
(o) To subscribe to, become a member of and incorporate with or amalgamate with any other foundation or organization, whether incorporated or not, whose aims and objects are similar to those of the Foundation. Provided that the Foundation will not subscribe to all supports with its funds or amalgamate with any foundation or organization, 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 Foundation under or by virtue of clause 4 of this memorandum;
(p) To generally deal with people, trusts, foundations, international organisations, non-government organizations (NGOs), universities, schools of learning, research facilities, government departments and government agencies (whether Federal, State, Territorial), authorities (municipal, local, special-purpose or otherwise), companies and other legal entities anywhere in the world, which may seem calculated directly or indirectly to advance the Foundation’s interests and to carrying out the aims and objects of the Foundation; and to obtain from such entity any rights, privileges and concessions that the Foundation may think is desirable to obtain; and to carry out, exercise and comply with any such arrangements, rights, privileges and concessions;
(q) To hold or arrange competitions and provide or contribute towards the provision of prizes, awards and distinctions in connection with such competitions. Provided that no member of the Foundation will receive any price, awards will distinction of monetary value except as a successful competitor at any competition held or promoted by the Foundation;
(r) To purchase, rent, take on lease, or in exchange, hire an otherwise acquire any of the following, which may be requisite for the purposes of, or capable of being conveniently used in connection with, any of the objects of the Foundation:
(i) All kinds of devices, apparatus and business equipment;
(ii) All kinds of provisions and food required by the members of the Foundation while carrying out of the activities of the Foundation anywhere in the world or required by persons frequenting the Foundation’s premises; and
(iii) Any land, buildings, easements or property, real and personal, any rights or privileges;
(s) To appoint or employ persons to any position in the Foundation or engage independent contractors to carry out any work of the Foundation, as may be considered by the Foundation to be necessary or convenient for the purposes of furthering the aims and objects of the Foundation; and to remove, dismiss or suspend the engagement of any such employees or independent contractors;
(t) To establish and support or aid in the establishment and support of associations, institution, funds, trusts and conveniences calculated to benefit employees or past employees of the Foundation or the dependence or connections of any such person; and to grant pensions and allowances; and to make payments towards insurance, superannuation and any statutory employment entitlements of employees or past employees of the Foundation;
(u) To take any gift of money or property, whether the subject to any special trust or not, for any one or more of the objects of the Foundation. Provided that where the Foundation will take or hold any property, which may be subject to any trusts, the Foundation will only deal with the same in such a manner as it is allowed by law, having regard to such trusts;
(v) To construct, improve, maintain, develop, work, manage, carry out, all to all control in the houses, buildings, grounds, works or conveniences, which may seem calculated directly or indirectly to advance the Foundation’s interests, and to contribute to, subsidized or otherwise assists and take part in the construction, improvement, maintenance, development, working, management, carrying out, operational control of such properties;
(w) To sell, improved, manage, develop, exchange, lease, dispose of, turn into account or otherwise deal with all or any part of the property and rights of the Foundation;
(x) To invest and deal with the money of the Foundation not immediately required in such manner as may be permitted by law for the investment of trust funds;
(y) To make, draw, accept, endorsed, discount, execute and issue promising note, bills of exchange, bills of lading and other negotiable or transferable instruments;
(z) To borrow will raise or secure the payment of money in such manner as the Foundation may think fit and to secure the same payment or performance of any deed, liability, contract, guarantee or other engagement incurred or to be entered into by the Foundation in any way, and in particular, by the issue of debentures, (perpetual or otherwise), charged on all or any of the Foundation’s property, (both present and future), and purchase, redeem will pay off any such securities;
(aa) To take mortgages, liens and charges to secure payment of the purchase price or any unpaid balance of the purchase price, of any part of the Foundation’s property of whatsoever kinds sold by the Foundation or any money due to the Foundation from purchasers and others;
(bb) To pursue or otherwise acquire and undertake all or any part of property, assets, liabilities and engagements of any one or more of the companies, institutions, societies or associations with which the Foundation is authorized to amalgamate;
(cc) To make donations for charitable purposes;
Provided that the Foundation will not support with its funds or endeavour to impose on or procure to be observed by its members or others any regulation or restriction, which if an object of the Foundation would make it a trade union with the meaning of the Trade Unions Act.
3. For the purposes of the work of the Foundation the ‘people of Tuvalu’ means any person who is born in Tuvalu or a citizen of Tuvalu or either the holder of a Tuvaluan passport or entitled to be issued with a Tuvaluan passport.

4. The income and property of the Foundation, howsoever derived, will be applied solely towards the promotion of the objects of the Foundation as set for this memorandum of association; and no portion thereof will be paid or transferred, directly or indirectly, by way of dividend, bonus or otherwise, to the members of the Foundation.
Provided that nothing here in contained will prevent the payment in good faith of:
(a) Remuneration to any officers, employees or independent contractors of the Foundation or to any member of the Council or to any member of the Foundation in return for any services actually provided to the Foundation and paid at rates that reasonable and appropriate for the services provided and paid at comparable rates to that paid to any provider of similar services in the country in which the person being remunerated is usually resident; or
(b) Payment for goods lawfully supplied in the ordinary and usual way of business to the Foundation by any officers, employees or independent contractors of the Foundation or by any member of the Council or by any member of the Foundation; or
(c) The payment of interest at a rate of interest being fixed for the purpose of this paragraph by the articles of association on money borrowed from any officers, employees or independent contractors of the Foundation or from any member of the Council or from any member of the Foundation; or
(d) The payment of reasonable and proper rent for premises or equipment leased to the Foundation by any officers, employees or independent contractors of the Foundation or by any member of the Council or by any member of the Foundation; or
(e) The repayment of out-of-pocket expenses of any officers, employees or independent contractors of the Foundation or of any member of the Council or of member of the Foundation, where the expenses are reasonably and properly incurred in carrying out the work of the Foundation.

5. No addition, alteration or amendment will be made to or in the objects clause of the memorandum or articles of association of the time being in force, unless the same will have been previously submitted to an approved by the Minister for the time being in administering the Charitable Collections Act.

6. The liability of the members is limited.

7. Every member of the Foundation undertakes to contribute to the property of the Foundation, in the event of the same being wound up, while he or she is a member, all within one year after he or she ceases to be a member, for payment of the debts and liabilities of the Foundation (contracted before he or she ceases to be a member) and costs, charges, and expense of winding, and for the adjustment of the rights of the contributees among themselves, such amount as may be required, not exceeding $20.

8. If upon the winding or dissolution of the Foundation there remains, after satisfaction of all its debts and liabilities, any property whatsoever, the same will not be paid to or distributed among the members of the Foundation, but will be given all transferred to some other institution or institutions, either:
(a) Being a charitable institution or institutions having objects similar to the objects of the Foundation; or
(b) Being charitable institution or institutions providing relief and prevention of poverty and sickness or the advancement of the health or education or relief in respect of the consequences of natural disasters in the Islands of the Pacific Ocean;
and where the memorandum of association or constitution of the charitable institution or institutions prohibits the distribution of its or their income and property among its or their members to an extent at least as great as that imposed on the Foundation under or by virtue of clause 3, provided that such institution or institutions satisfy the requirements of section 78 (1) (a) (ii) of the Income Tax Assessment Act. The choice of such institution or institutions to be determined by the members of the Foundation at or before the time of the dissolution and in default thereof by application to the Supreme Court of New South Wales for determination.

9. True accounts will be turned off the sums of money received an extended by the Foundation, and the manner respect of which such receipts and expenditure takes place, and of the property, credits and liabilities of the foundation; and, subject to any reasonable restrictions as to the time and manner of inspecting the same that may be imposed in accordance with the articles of association of the Foundation of the time being in force will be open to the inspection of members. Once at least every year, the accounts of the Foundation will be examined by one or more properly qualified audits are audits is who will report the members in accordance with the Corporations Act.

10. Names, addresses and occupations of the subscribers are as follows:
full name address occupation

We, the several persons whose names and addresses are subscribed are desirous of being formed into a company in pursuance of the memorandum of association.