23. Application of Income and Property

23.1                  Application of Income and Property

23.1.1              Except as provided in clause 23.1.2, the profits, financial surplus and property of the Company shall be applied solely towards the promotion of the purposes for which the Company was incorporated and no portion of them shall be paid or transferred directly or indirectly, to any member of the Company whether by way of dividend, bonus or otherwise.

23.1.2              Nothing in clause 23.1, shall prevent any payment in good faith by the Company of:

23.1.2.1                  as provided in clauses 16.7 and 19.2, reasonable and proper remuneration to any member, officer or employee of the Company (whether or not such a person is a Director) for any services actually rendered to the Company;

23.1.2.2                  reasonable and proper rent for premises let or demised by any member of the Company to the Company;

23.1.2.3                  monies to any Director for reasonable out of pocket expenses; or

23.1.2.4                  monies to any Director, being a solicitor, accountant or other person engaged in any profession, for all usual professional or other charges for work done by that person or that person's firm or employer in connection with the promotion of the purposes of the Company.

23.2                  Winding Up

23.2.1              If upon the winding up or dissolution of the Company by any means and for any reason, there remains any property, after satisfaction of all the Company's debts and liabilities, the property shall not be paid to or distributed among the members of the Company.

23.2.2              Instead, this property must given or transferred to one or more funds, authorities or institutions having:

23.2.2.1                  purposes similar to the purposes of the Company; and

23.2.2.2                  rules which prohibit the distribution of its income and property among its members to an extent at least as great as is imposed on the Company under clause 23.2.1 of this Constitution.

23.2.3              These funds, authorities or institutions must be determined by:

23.2.3.1                  a special resolution of the Members at or before the time of dissolution; or

23.2.3.2                  if no such special resolution is passed, by a Judge of the Supreme Court or such other court of competent jurisdiction.

23.2.4              If and so far as effect cannot be given to clause 23.2.1, then the property must be given or transferred to such charitable object or objects as may be determined by:

23.2.4.1                  a special resolution of the Members at or before the time of dissolution; or

23.2.4.2                  if no such special resolution is passed, by a Judge of the Supreme Court or such other court of competent jurisdiction.