Memorandum of Incorporation

               RULES FOR LINUX USERS OF VICTORIA, INC.

1. Name

The incorporated association is Linux Users of Victoria, Inc. (in these
Rules called "the Association").

2. Definitions

(1)   In these Rules, unless the contrary intention appears -

      "Act" means the Associations Incorporation Act 1981;

      "committee" means the committee of management of the Association;

      "financial year" means the year ending on 30 June;

      "general meeting" means a general meeting of members convened in
      accordance with rule 12.

      "member" means a member of the Association;

      "ordinary member of the committee" means a member of the committee who is
      not an officer of the Association under Rule 21;

      "Regulations" means regulations under the Act;

      "relevant documents" has the same meaning as in the Act.

      "form" includes an electronic form where the signature is replaced
      by appropriate validation;

      "in writing" includes electronic transmission;

      "written" includes electronic transmission.

(2)   In these Rules, a reference to the Secretary of an Association is a
      reference -

      (a)   if a person holds office under these Rules as Secretary of the
            Association - to that person; and
      (b)   in any other case, to the public officer of the Association

3. Alteration of the rules

These Rules and the statement of purposes of the Association must not be
altered except in accordance with the Act.

4. Membership, entry fees and subscription

(1)   A person who applies and is approved for membership as provided in
      these Rules is eligible to be a member of the Association on payment
      of the entrance fee and annual subscription payable under these Rules.

(2)   A person who is not a member of the Association at the time of the
      incorporation of the Association (or who was a member at that time
      but has ceased to be a member) must not be admitted to membership
      unless -

      (a)   he or she applies for membership in accordance with
            sub-rule(3); and
      (b)   the admission as a member is approved by the committee

(3)   An application of a person for membership of the Association must -

      (a)   be made in writing in the form set out in Appendix 1;
      (b)   be lodged with the Secretary of the Association.

(4)   As soon as practicable after the receipt of an application, the
      Secretary must refer the application to the committee.

(5)   The committee must determine whether to approve or reject the
      application.

(6)   If the committee approves an application for membership, the
      Secretary must, as soon as practicable -

      (a)   notify the applicant in writing of the approval for membership; and
      (b)   request payment within 28 days after receipt of the notification
            of the sum payable under these Rules as the entrance fee and the
            first year's annual subscription.

(7)   The Secretary must, within 28 days after receipt of the amounts
      referred to in sub-rule(6), enter the applicant's name in the
      register of members.

(8)   An applicant for membership becomes a member and is entitled to
      exercise the rights of membership when his or her name is entered in
      the register of members.

(9)   If the committee rejects an application, the committee must, as soon
      as practicable, notify the applicant in writing that the application
      has been rejected.

(10)  A right, privilege, or obligation of a person by reason of membership
      of the Association -

      (a)   is not capable of being transferred or transmitted to another
            person; and

      (b)   terminates upon the cessation of membership whether by death
            or resignation or otherwise.

(11)  The entrance fee is the relevant amount set out in Appendix 4.

(12)  The annual subscription is the relevant amount set out in Appendix 4
      and is payable in advance.

5. Register of members

(1)   The Secretary must keep and maintain a register of members containing -

      (a)   the name, postal and electronic mail address of
            each member; and

      (b)   the date on which each member's name was entered in the register.

(2)   The register is available for inspection free of charge by any member
      upon request.

(3)   A member may make a copy of the details
      specified in sub-rule (1) from entries in the register.

(4)   The register of members may be kept in electronic form (in whole or
      in part).

6. Ceasing membership

(1)   A member of the Association who has paid all moneys due and payable
      by a member to the Association may resign from the Association by
      giving one month's notice in writing to the Secretary of his or her
      intention to resign.

(2)   After the expiry of the period referred to in sub-rule (1) -

      (a)   the member ceases to be a member; and
      (b)   the Secretary must record in the register of members the date on
            which the member ceased to be a member.

(3)   A member who has not made other arrangements with the committee
      may be deemed by the committee to have resigned if:

      (a)  in the case where an annual membership fee is payable, that
      fee has not been paid within 28 days of the due date; and
      (b)  in the case where no annual membership fee is payable, the
      member has not been contactable for a period of 28 days.

7. Discipline, suspension and expulsion of members

(1)   Subject to these Rules, if the committee is of the opinion that a
      member has refused or neglected to comply with these Rules, or has
      been guilty of conduct unbecoming a member or prejudicial to the
      interests of the Association, the committee may be resolution -

      (a)   fine that member an amount not exceeding $500; or
      (b)   suspend that member from membership of the Association for a
            specified period; or
      (c)   expel that member from the Association.

(2)   A resolution of the committee under sub-rule (1) does not take effect
      unless -

      (a)   at a meeting held in accordance with sub-rule (3), the committee
            confirms the resolution; and
      (b)   if the member exercises a right of appeal to the Association
            under this rule, the Association confirms the resolution in
            accordance with this rule.

(3)   A meeting of the committee to confirm or revoke a resolution passed
      under sub-rule (1) must be held not earlier than 14 days, and not
      later than 28 days, after notice has been given to the member in
      accordance with sub-rule (4).

(4)   For the purposes of giving notice in accordance with sub-rule (3),
      the Secretary must, as soon as practicable, cause to be given to
      the member a written notice -

      (a)   setting out the resolution of the committee and the grounds on
            which it is based; and
      (b)   stating that the member, or his or her representative, may
            address the committee at a meeting to be held not earlier than
            14 days and not later than 28 days after the notice has been
            given to that member; and
      (c)   stating the date, place and time of that meeting; and
      (d)   informing the member that he or she may do one or both of the
            following -
            (i)   attending that meeting;
            (ii)  give to the committee before the date of that meeting a
                  written statement seeking the revocation of the resolution;
      (e)   informing the member that, if at that meeting, the committee
            confirms the resolution, he or she may not later than 48 hours
            after that meeting, give the Secretary a notice to the effect
            that he or she wishes to appeal to the Association in general
            meeting against the resolution.

(5)   At a meeting of the committee to confirm or revoke a resolution
      passed under sub-rule (1), the committee must -
      (a)   give the member, or his or her representative, an opportunity
            to be heard; and
      (b)   give due consideration to any written statement submitted by
            the member; and
      (c)   determine by resolution whether to confirm or to revoke the
            resolution.

(6)   If at the meeting of the committee, the committee confirms the
      resolution, the member may, not later than 48 hours after that
      meeting, give the Secretary a notice to the effect that he or she
      wishes to appeal to the Association in general meeting against
      the resolution.

(7)   If the Secretary receives a notice under sub-rule (6), he or she
      must notify the committee and the committee must convene a general
      meeting of the Association to be held within 21 days after the date
      on which the Secretary received the notice.

(8)   At a general meeting of the Association convened under sub-rule (7) -
      (a)   no business other than the question of the appeal may be
            conducted; and
      (b)   the committee may place before the meeting details of the
            grounds for the resolution and the reasons for the passing of
            the resolution; and
      (c)   the member, or his or her representative, must be given an
            opportunity to be heard; and
      (d)   the members present must vote by secret ballot on the question
            whether the resolution should be confirmed or revoked.

(9)   A resolution is confirmed if, at the general meeting, not less
      than two-thirds of the members vote in person, or by proxy, in
      favour of the resolution. In any other case, the resolution is revoked.

8. Disputes and mediation

(1)   The grievance procedure set out in this rule applies to disputes
      under these Rules between -
      (a)   a member and another member; or
      (b)   a member and the Association.

(2)   The parties to the dispute must meet and discuss the matter in
      dispute, and, if possible, resolve the dispute within 14 days after
      the dispute comes to the attention of all of the parties.

(3)   If the parties are unable to resolve the dispute at the meeting, or
      if a party fails to attend that meeting, then the parties must,
      within 10 days, hold a meeting in the presence of a mediator.

(4)   The mediator must be -
      (a)   a person chosen by agreement between the parties; or
      (b)   in the absence of agreement -
            (i)   in the case of a dispute between a member and another
                  member, a person appointed by the committee of the
                  Association; or
            (ii)  in the case of a dispute between a member and the
                  Association, a person who is a mediator appointed or
                  employed by the Dispute Settlement Centre of Victoria
                  (Department of Justice).

(5)   A member of the Association can be a mediator.

(6)   The mediator cannot be a member who is a party to the dispute.

(7)   The parties to the dispute must, in good faith, attempt to settle
      the dispute by mediation.

(8)   The mediator, in conducting the mediation, must -

      (a)   give the parties to the mediation process every opportunity to
            be heard; and
      (b)   allow due consideration by all parties of any written statement
            submitted by any party; and
      (c)   ensure that natural justice is accorded to the parties to the
            dispute throughout the mediation process.

(9)   The mediator must not determine the dispute.

(10)  If the mediation process does not result in the dispute being
      resolved, the parties may seek to resolve the dispute in accordance
      with the Act otherwise at law.

9. Annual general meetings

(1)   The committee may determine the date, time and place of the annual
      general meeting of the Association.

(2)   The notice convening the annual general meeting must specify that
      the meeting is an annual general meeting.

(3)   The ordinary business of the annual general meeting shall be -
      (a)   to confirm the minutes of the previous annual general meeting
            and of any general meeting held since that meeting; and
      (b)   to receive from the committee reports upon the transactions of
            the Association during the last preceding financial year; and
      (c)   to elect officers of the Association and the ordinary
            member of the committee; and
      (d)   to receive and consider the statement submitted by the
            Association in accordance with section 30(3) of the Act.

(4)   The annual general meeting may conduct any special business of which
      notice has been given in accordance with these Rules.

10. Special general meetings

(1)   In addition to the annual general meeting, any other general meeting
      may be held in the same year.

(2)   All general meetings other than the annual general meeting are
      special general meetings.

(3)   The committee may, whenever it thinks fit, convene a special general
      meeting of the Association.

(4)   If, but for this sub-rule, more than 15 months would elapse between
      annual general meetings, the committee must convene a special general
      meeting before the expiration of that period.

(5)   The committee must, on the request in writing of members representing
      not less than 5 per cent of the total number of members, convene a
      special general meeting of the Association.

(6)   The request for a special general meeting must -
      (a)   state the objects of the meeting; and

      (b)   be signed by the members requesting the meeting; and

      (c)   be sent to the address of the Secretary.

(7)   If the committee does not cause a special general meeting to be held
      within one month after the date on which the request is sent to the
      address of the Secretary, the members making the request, or any of
      them, may convene a special general meeting to be held not later
      than 3 months after that date.

(8)   If a special general meeting is convened by members in accordance
      with this rule, it must be convened by the committee and all
      reasonable expenses incurred in convening the special general
      meeting must be refunded by the Association to the persons incurring
      the expenses.

11. Special business

All business that is conducted at a special general meeting and all
business that is conducted at the annual general meeting, except for
business conducted under the rules as ordinary business of the annual
general meeting, is deemed to be special business.

12. Notice of general meetings

(1)   The Secretary of the Association, at least 14 days, or if a special
      resolution has been proposed at least 21 days, before the date fixed
      for holding a general meeting of the Association, must cause to be
      sent to each member of the Association, a notice stating the place,
      date and time of the meeting and the nature of the business to be
      conducted at the meeting.

(2)   Notice may be sent -
      (a)   to the electronic mail address appearing in the register of
            members; or
      (b)   to the postal address appearing in the register of members.

(3)   No business other than that set out in the notice convening the
      meeting may be conducted at the meeting.

(4)   A member intending to bring any business before a meeting may notify
      in writing the Secretary of that business, who must include that
      business in the notice calling the next general meeting.

13. Quorum at general meetings

(1)   No item of business may be conducted at a general meeting unless
      a quorum of members entitled under these Rules to vote is present at
      the time when the meeting is considered that item.

(2)   Five members personally present (being members entitled under these
      Rules to vote at a general meeting) constitute a quorum for the
      conduct of the business of a general meeting.

(3)   If, within half an hour after the appointment time for the
      commencement of a general meeting, a quorum is not present -
      (i)   in the case of a meeting convened upon the request of
            members - the meeting must be dissolved; and
      (ii)  in any other case - the meeting shall stand adjourned to
            the same day in the next week at the same time and (unless
            another place is specified by the Chairperson at the time of
            the adjournment or by written notice to members given before
            the day to which the meeting is adjourned) at the same place.

(4)   If at the adjourned meeting the quorum is not present within half
      an hour after the time appointed for the commencement of the meeting,
      the members personally present (being not less than 3) shall be a
      quorum.

14. Presiding at general meetings

(1)   The President, or in the President's absence, the Vice-President, shall
      reside as Chairperson at each general meeting of the Association.

(2)   If the President and the Vice-President are absent from a general
      meeting, or are unable to preside, the members present must select
      one of their number to preside as Chairperson.

15. Adjournment of meetings

(1)   The person presiding may, with the consent of a majority of members
      present at the meeting, adjourn the meeting from time to time and
      place to place.

(2)   No business may be conducted at an adjourned meeting other than
      the unfinished business from the meeting that was adjourned.

(3)   If a meeting is adjourned for 14 days or more, notice of the
      adjourned meeting must be given in accordance with rule 12

(4)   Except as provided in sub-rule (3), it is not necessary to given
      notice of an adjournment or of the business to be conducted at an
      adjourned meeting.

16. Voting at general meetings

(1)   Upon any question arising at a general meeting of the Association,
      a member has one vote only.

(2)   All votes must be given personally or by proxy.

(3)   In the case of an equality of voting on a question, the Chairperson
      of the meeting is entitled to exercise a second or casting vote.

(4)   A member is not entitled to vote at a general meeting unless all
      moneys due and payable by the member to the Association have been
      paid, other than the amount of the annual subscription payable in
      respect of the current financial year.

17. Poll at general meetings

(1)   If at a meeting a poll on any question is demanded by not less
      than 3 members, it must be taken at that meeting in such manner as
      the Chairperson may direct and the resolution of the poll shall be
      deemed to be a resolution of the meeting on that question.

(2)   A poll that is demanded on the election of a Chairperson or on a
      question of an adjournment must be taken immediately and a poll that
      is demanded on any other question must be taken at such time before
      the close of the meeting as the Chairperson may direct.

18. Manner of determining whether resolution carried

(1)   If a question arising at a general meeting of the Association is
      determined on a show of hands -
      (a)   a declaration by the Chairperson that a resolution has been -
            (i)   carried; or
            (ii)  carried unanimously; or
            (iii) carried by a particular majority; or
            (iv)  lost; and
      (b)   an entry to that effect in the minute book of the Association
            is evidence of the fact, without proof of the number or
            proportion of the votes recorded in favour of, or against, that
            resolution.

19. Proxies

(1)   Each member is entitled to appoint another member as a proxy by
      notice given to the Secretary no later than 24 hours before the time
      of the meeting in respect of which the proxy is appointed.

(2)   The notice appointing the proxy must be -
      (a)   for a meeting of the Association convened under rule 7(7),
            in the form set out in Appendix 2; or
      (b)   in any other case, in the form set out in Appendix 3.

20. Committee of Management

(1)   The affairs of the Association shall be managed by the committee
      of management.

(2)   The committee -
      (a)   shall control and manage the business and affairs of the
            Association; and
      (b)   may, subject to these Rules, the Act and the Regulations,
            exercise all such powers and functions as may be exercised by
            the Association other than those powers and functions that
            are required by these Rules to be exercised by general meetings
            of the members of the Association; and
      (c)   subject to these Rules, the Act and the Regulations, has power
            to perform all such acts and things as appear to the committee
            to be essential for the proper management of the business and
            affairs of the Association.

(3)   Subject to section 23 of the Act, the committee shall consist of -
      (a) the officers of the Association: and
      (b) four ordinary members - each of whom shall be elected at the
          annual general meeting of the Association in each year.

21. Office holders

(1)   The officers of the Association shall be -
      (a) a President;
      (b) a Vice-President;
      (c) a Treasurer; and
      (d) a Secretary.

(2)   The provisions of rule 23, so far as they are applicable and with
      the necessary modifications, apply to and in relation to the
      election of persons to any other offices referred to in sub-rule (1).

(3)   Each officer of the Association shall hold office until the annual
      general meeting next after the date of his or her election but is
      eligible for re-election.

(4)   In the event of a casual vacancy in any office referred to in
      sub-rule(1), the committee may appoint one of its members to the
      vacant office and the member appointed may continue in office up
      to and including the conclusion of the annual general meeting next
      following the date of the appointment.

22. Ordinary members of the committee

(1)   Subject to these Rules, each ordinary member of the committee shall
      hold office until the annual general meeting next after the date of
      election but is eligible for re-election.

(2)   In the event of a casual vacancy occurring in the office of an
      ordinary member of the committee, the committee may appoint a member
      of the Association to fill the vacancy and the member appointed shall
      hold office, subject to these Rules, until the conclusion of the
      annual general meeting next following the date of the appointment.

23. Election of officers and ordinary committee members

(1)   Nominations of candidates for election of officers of the Association
      or as ordinary members of the committee must be -
      (a)   made in writing by two members of the
            Association and accompanied by the written consent of the
            candidate (which may be endorsed on the form of nomination);
            and
      (b)   delivered to the Secretary of the Association not less than
            7 days before the date fixed for the holding of the annual
            general meeting.

(2)   A candidate may nominate for one or more committee positions,
      but may only be elected to one office, or as an ordinary member
      of the committee.

(3)   If insufficient nominations are received to fill all vacancies on
      the committee, the candidates nominated shall be deemed to be
      elected and further nominations may be received at the annual
      general meeting.

(4)   If the number of nominations received is equal to the number of
      vacancies to be filled, the persons nominated shall be deemed to
      be elected.

(5)   If the number of nominations exceeds the number of vacancies to
      be filled, a ballot must be held.

(6)   The ballot for the election of officers and ordinary members of
      the committee must be conducted at the annual general meeting in
      such manner as the committee may direct.

24. Vacancies

(1)   The office of an officer of the Association, or of an ordinary
      member of the committee, becomes vacant if the officer or member -
      (a)   ceases to be a member of the Association; or
      (b)   becomes an insolvent under administration within the meaning of
            the Corporations Law; or
      (c)   resigns from office by notice in writing given to the Secretary.

25. Meetings of the committee

(1)   The committee must meet at least 3 times in each year at such place
      and such times as the committee may determine.

(2)   Special meetings of the committee may be convened by the President
      or by any 4 members of the committee.

26. Notice of committee meetings

(1)   Written notice of each committee meeting must be given to each
      member of the committee at least 2 business days before the date
      of the meeting.

(2)   Written notice must be given to members of the committee of any
      special meeting specifying the general nature of the business to
      be conducted and no other business may be conducted at such a meeting.

27. Quorum for committee meetings

(1)   Any 4 members of the committee constitute a quorum for the conduct
      of the business of a meeting of the committee.

(2)   No business may be conducted unless a quorum is present.

(3)    If within half of hour of the time appointed for the meeting a
       quorum is not present, the meeting lapses.

(4)    The committee may act notwithstanding any vacancy on the committee

28. Presiding at committee meetings

(1)   At meetings of the committee -
      (a)   the President or, in the President's absence, the
            Vice-President presides; or
      (b)   if the President and the Vice-President are absent, or are
            unable to preside, the members present must choose one of
            their number to preside.

29. Voting at committee meetings

(1)   Questions arising at a meeting of the committee, or at a meeting of
      any sub-committee appointed by the committee, shall be determined
      on a show of hands or, if a member requests, by a poll taken in
      such manner as the person presiding at that meeting may determine.

(2)   Each member present at a meeting of the committee, or at a meeting
      of any sub-committee appointed by the committee (including the
      person presiding at the meeting), is entitled to one vote and, in
      the event of an equality of votes on any question, the person
      presiding may exercise a second or casting vote.

30. Removal of committee member

(1)   The Association in general meeting may, by resolution, remove any
      member of the committee before the expiration of the member's term
      of office and appoint another member in his or her place to hold
      office until the expiration of the term of the first-mentioned member.

(2)   A member who is the subject of a proposed resolution referred to
      in sub-rule(1) may make representations in writing to the Secretary
      or President of the Association (not exceeding a reasonable length)
      and may request that the representations be provided to the members
      of the Association.

(3)   The Secretary or the President may give a copy of the representations
      to each member of the Association or, if they are not so given, the
      member may require that they be read out at the meeting.

31. Minutes of meetings

(1)   The Secretary of the Association must keep minutes of the
      resolutions and proceedings of each general meeting, and each
      committee meeting, together with a record of the names of persons
      present at committee meetings.

(2)   Where the Secretary is not present, the committee may appoint
      another committee member to serve in this role.

32. Funds

(1)   The Treasurer of the Association must -
      (a) collect and receive all moneys due to the Association and make
          all payments authorised by the Association; and
      (b) keep correct accounts and books showing the financial affairs
          of the Association with full details of all receipts and
          expenditure connected with the activities of the Association.

(2)   All cheques, drafts, bills of exchange, promissory notes and other
      negotiable instruments must be signed by two members of the
      committee, at least one of whom must be an officer.

(2)   The funds of the Association shall be derived from entrance fees,
      annual subscriptions, donations and such other sources as the
      committee determines.

33. Seal

(1)   The common seal of the Association must be kept in the custody of
      the Secretary.

(2)   The common seal must not be affixed to any instrument except by the
      authority of the committee and the affixing of the common seal must
      be attested by the signatures either of two members of the committee
      or, of one member of the committee and of the public officer of the
      Association.

34. Notice to members

(1)   Except for the requirement in rule 12, any notice that is required
      to be given to a member, by on behalf of the Association, under
      these Rules may be given by -
      (a)   delivering the notice to the member personally; or
      (b)   electronic transmission, to the member at that
            member's address shown in the register of members; or
      (c)   sending it by prepaid post addressed to the member at that
            member's address shown in the register of members.

35. Winding up

(1)   In the event of the winding up or the cancellation of the
      incorporation of the Association, the assets of the Association must
      be disposed of in accordance with the provisions of the Act.

36. Custody and inspection of books and records

(1)   Except as otherwise provided in these Rules, the Secretary must
      keep in his or her custody or under his or her control all books,
      documents and securities of the Association.

(2)   All accounts, books, securities and any other relevant documents
      of the Association must be available for inspection free of charge
      by any member upon request.  This does not include details of
      other members apart from those listed in section 5(1).

(3)   A member may make a copy of any accounts, books, securities and
      any other relevant documents of the Association as outlined in
      sub-rule (2) above.

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                                 APPENDIX 1

        APPLICATION FOR MEMBERSHIP OF LINUX USERS OF VICTORIA, INC.

I, _________________________________________________________________________,

of _________________________________________________________________________

desire to become a member of ______________________________________________.

In the event of my admission as a member, I agree to be bound by the rules
of the Association for the time being in force.

______________________________________________ Signature of Applicant

______________________________________________ Date

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                                 APPENDIX 2

                 FORM OF APPOINTMENT OF PROXY FOR MEETING OF
                     ASSOCIATION CONVENED UNDER RULE 7(7)

I, _________________________________________________________________________,

of _________________________________________________________________________

being a member of __________________________________________________________

appoint ____________________________________________________________________

of _________________________________________________________________________

being a member of that Incorporated Association, as my proxy to vote for
me on my behalf at the appeal to the general meeting of the Association
convened under rule 7(7), to be held on -

__________________________________________________ (date of meeting)

and at any adjournment of that meeting.

I authorise my proxy to vote on my behalf at their discretion in respect
of the following resolution (insert details of resolution passed under
rule 7(1).

______________________________________________ Signed

______________________________________________ Date

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                                 APPENDIX 3

                        FORM OF APPOINTMENT OF PROXY

I, _________________________________________________________________________,

of _________________________________________________________________________

being a member of __________________________________________________________

appoint ____________________________________________________________________

of _________________________________________________________________________

being a member of that Incorporated Association, as my proxy to vote for
me on my behalf at the annual/special* general meeting of the Association
to be held on -

__________________________________________________ (date of meeting)

and at any adjournment of that meeting.

My proxy to vote in favor of/against* the following resolution (insert
details of resolution).

______________________________________________ Signed

______________________________________________ Date

* Delete if not applicable

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                                 APPENDIX 4

Fee                                   Amount

Entrance fee                          _________

Annual subscription fee               _________