A Company Limited by Guarantee Constitution

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1 A Company Limited by Guarantee Constitution of The Real Estate Institute of Queensland Ltd ABN Adopted 31 August 2015

2 TABLE OF CONTENTS 1. Preliminary Definitions and interpretation Name and nature of the Institute Replaceable rules Objects No distribution to Members Members Classes of membership Variation of classes and class rights Applications Appeal against rejection No transfers Ceasing to be a Member Resignation Reinstatement after resignation Expulsion or suspension Register of Members Certificates Fees Fees Interest Exercise of powers Proceedings of Members Who can call meetings Annual General Meeting How to call meetings of Members Right to attend meetings Meeting at more than one place Quorum Chair General conduct of meetings Resolutions of Members Polls Adjourned, cancelled and postponed meetings Number of votes Objections to qualification to vote Proxies REIQ Constitution Adopted 31 August 2015

3 5. Directors Number of Directors Eligibility Power to appoint Non-Member Directors General power to appoint Directors Rotation of Member Directors Rotation 2015 to Term of Directors appointed under Clause Effective time of appointment or retirement Eligibility for re-election Determination of Directors to retire Vacation of office Vacancy Remuneration of Directors Irregularities in Board composition Officers Chief Executive Officer Secretary Indemnity and insurance Powers of the Institute and Directors General powers Execution of documents Committees and delegates Attorney or agent Proceedings of Directors Written resolutions of the Directors Meetings of the Directors Who can call meetings of the Directors How to call meetings of the Directors Chair Quorum Passing of directors resolutions Advisory Council Powers and duties of Council Composition Alternate delegates Vacation of Office Convening Council meetings Notice of Council meetings REIQ Constitution Adopted 31 August 2015

4 9.7. Chair Council meetings Quorum Voting Minutes Zones Establishment Allocation to a Zone Zone By-Laws Chapters Establishment Chapter By-Laws Notices Notice to members Notice to Directors Notice to the Institute Time of service Signatures Winding up Transfer of surplus Application to Supreme Court Direct voting Board may decide direct voting to apply Counting of direct votes Withdrawal of direct vote By-Laws Schedule Definitions and interpretation Definitions Interpretation Exercise of powers Severing invalid provisions REIQ Constitution Adopted 31 August 2015

5 1. Preliminary 1.1. Definitions and interpretation Schedule 1 applies and forms part of this Constitution Name and nature of the Institute The name of the Institute is The Real Estate Institute of Queensland Limited ABN The Institute is a public company limited by guarantee. Each Member undertakes to contribute an amount not exceeding $5 to the property of the Institute if the Institute is wound up: (v) at a time when that person is a Member; or within one year of the time that person ceased to be a Member, for: 1.3. Replaceable rules 1.4. Objects payment of the debts and liabilities of the Institute contracted before that person ceased to be a Member; payment of the costs, charges and expenses of winding up the Institute; and adjustment of the rights of the contributories among themselves. The replaceable rules in the Corporations Act do not apply to the Institute. The objects of the Institute are: (v) to support, protect and advance the character, status and interests of the real estate profession and its participants, including but not limited to the Institute and its Members; to consider all matters affecting the interests of the real estate profession and any matters of public policy to ensure that the Act and all other applicable laws and regulations remain consistent with the protection and furtherance of those interests, which may include, where necessary, the Institute lobbying or entering into arrangements with government, councils or statutory authorities; to represent and advocate for the views of the Institute, its Members and the real estate profession generally; through education and the publication of any literary materials to be made available to both Members and the community, to promote the interests of the Institute and its Members and to otherwise directly or indirectly further the objects of the Institute; and to manage and invest all the monies, property and assets of the Institute in a manner as may from time to time be determined in accordance with the Institute s objects. To achieve the above objects, the Institute may, without limitation: promote the objects in Clause 1.4 in any manner the Board considers appropriate; promote the benefits of involvement in the real estate profession and/or property market as a participant or stakeholder in any nature whatsoever; establish and maintain affiliations or arrangements with any other organisations having similar objects to the Institute; procure the resources of the community or any other third party in order to support the objects in Clause 1.4; REIQ Constitution 1 Adopted 31 August 2015

6 (v) (vi) assist Members in the conduct of real estate practice in any manner whatsoever; and subject to Clause 1.4, do all other acts and invest any of the Institute s income and resources to achieve all other things incidental or conducive to the attainment of the objects in Clause 1.4. The Institute: 1.5. No distribution to Members will only apply the income and property of the Institute in promoting the objects of the Institute; and must not subscribe to, support with its funds, or amalgamate with, any association or organisation which does not, to the same extent as this Constitution, restrict the application of its income and property and prohibit the making of distributions to its Members. Subject to Clause 1.5, the Institute must not make any distributions to any Members, whether by way of dividend, surplus on winding up or otherwise. Clause 1.5 does not prevent the Institute, with the approval of the Directors and acting in good faith, paying: (v) (vi) (vii) reasonable remuneration to the Directors as director fees; reasonable remuneration to a Member who is an employee of the Institute; reasonable remuneration in consideration for services rendered or goods supplied by a Member to the Institute in the ordinary course of business; interest, at a reasonable rate, on money borrowed by the Institute from a Member; reasonable rent for premises leased to the Institute by a Member; out-of-pocket expenses incurred by a Member for, or on behalf of, the Institute; or any other reasonable amount of a similar character to those described in this Clause Members 2.1. Classes of membership The Directors may, from time to time, determine: the various classes of membership of the Institute; any restriction in the number of Members or the number of Members within each class; the qualifications for admission to, and continuing membership of, each class; and REIQ Constitution 2 Adopted 31 August 2015

7 the rights attached to being a Member in each class Variation of classes and class rights Subject to the Corporations Act and the terms of a particular class of membership, the Institute may vary or cancel rights attached to being a Member of that class, by special resolution of the Institute and: 2.3. Applications (e) (f) (g) (h) a special resolution passed at a meeting of the Members included in that class; or the written consent of Members who are entitled to at least 75% of the votes that may be cast in respect of membership of that class. The provisions in this Constitution concerning meetings of Members (with the necessary changes) apply to a meeting held under Clause 2.2. Any qualified person who agrees in writing to be bound by, and to comply with, the Standards of Business Practice, the By-Laws and the Constitution, is eligible to apply to become a Member. A person will be regarded as a "qualified person" for the purposes of this Clause if they fulfil the membership requirements set out in the By-Laws. Each applicant to become a Member must: sign and deliver to the Institute an application in the form; and pay any initial fee and the subscription fee; which the Directors determine, from time to time. Applications for membership must be considered by the Chief Executive Officer in accordance with the membership criteria contained in the By-Laws; Where the Chief Executive Officer: is satisfied that the applicant meets the membership criteria, the applicant must be admitted to membership by the Chief Executive Officer; or is not satisfied that the applicant meets the membership criteria, the Chief Executive Officer must refer the application to the Directors for acceptance or rejection. Each membership application referred to it must be determined by the Directors at their next meeting; The Directors may: admit or refuse to admit to membership any applicant referred by the Chief Executive Officer; or grant membership under a different category from that applied for. The Directors are not required to give any reason for the rejection of any application to become a Member. If an application to become a Member is accepted, the Institute must: give written notice of the acceptance to the applicant including details of the class of membership and the rights that are then attached to that class; request payment of any amount owing for the initial fee and the annual subscription fees (being a pro rata sum if so determined by the Directors); and upon payment of that amount, enter the applicant's name in the Register. If an application to become a Member is rejected, the Institute must: promptly give written notice of the rejection to the applicant; and refund in full any fees paid by the applicant. REIQ Constitution 3 Adopted 31 August 2015

8 2.4. Appeal against rejection (e) (f) (g) (h) (j) (k) 2.5. No transfers A person whose membership application is refused or who is granted membership in a different category from that applied for may appeal the decision to the Tribunal. The applicant must lodge an appeal notice with the Institute within 21 days after the Directors decision has been notified. The notice must state the grounds of appeal. When lodging the appeal notice, the applicant must pay the appeal fee determined by the Directors. Unless both Clauses 2.4 and 2.4 are complied with, the appeal is invalid unless the defect is rectified within the time allowed for the appeal notice to be lodged. If any appeal is invalid all or part of the appeal fee may be refunded to the applicant at the Directors discretion. The applicant must bear the reasonable costs and expenses of both the Tribunal and the Directors as decided by the Tribunal. When an appeal notice is received the Directors must: A. within 28 days refer the appeal to the Tribunal; and B. at least 14 days before the hearing, notify the applicant of the date, time and place of the appeal hearing and summon the applicant to be present. An appeal is treated as withdrawn if the applicant is not present within 30 minutes after the time notified for the hearing of the appeal. The Tribunal must consider submissions by the applicant and anyone appearing on behalf of the Directors. The rules of evidence do not apply and the arbitrator or tribunal may admit and act on whatever evidence it decides and may refuse to admit any evidence. No party is entitled to legal representation at the appeal. The Tribunal may dismiss or uphold the appeal. The decision is final with no further right of appeal. The Directors must notify the applicant of the Tribunal decision within 7 days of the decision. The certificate as to the decision of the Tribunal signed by the chair of that tribunal is conclusive evidence of the decision. The rights of being a Member are not transferable whether by operation of law or otherwise Ceasing to be a Member A person will cease to be a Member if: that person resigns in accordance with Clause 2.7; 2.7. Resignation that person is expelled under Clause 2.9; or a Cessation Event occurs in respect of that person. The estate of a deceased Member is not released from any liability in respect of that person being a Member. A Member may resign as a Member by giving the Institute notice in writing. Unless the notice provides otherwise, a resignation by a Member takes effect immediately on the giving of that notice to the Institute. Upon giving a resignation notice, the Member must pay to the Institute any amount owing to it by the Member. A resigning Member must submit to any Tribunal in relation to the resigning Member or any other Member where the issue for determination occurred during the resigning Member's REIQ Constitution 4 Adopted 31 August 2015

9 membership. The resigning Member is bound by the decisions of the Directors or a Tribunal Reinstatement after resignation Former Members may not be reinstated unless they comply with all eligibility requirements for Members in the class applied for Expulsion or suspension The Directors may suspend or terminate the membership of any Member who: (v) (vi) (vii) has obtained admission by improper means; ceases to hold the necessary qualifications for membership in the relevant class of membership; in the Directors' opinion: A. is no longer a fit and proper person to be a Member; B. is guilty of dishonourable practices; or C. has engaged in conduct detrimental to good real estate agency practice or which is not in the best interest of the Institute or its Members; has been convicted of an indictable offence; fails to pay any money to the Institute or which a Tribunal has directed the Member to pay to any other person or the Institute; fails to comply with this Constitution or the By-Laws or any valid direction by the Directors; or fails to attend any Tribunal or Appeal s Tribunal hearing to which the Member is called. The Directors may suspend or terminate the membership of an Accredited Agency (Original), if the Responsible Officer for that Accredited Agency (Original): (v) in the Director opinion: A. is no longer a fit and proper person; B. is guilty of dishonourable practices; or C. has engaged in conduct detrimental to good real estate agency practice or which is not in the best interest of the Institute or its Members; has been convicted of an indictable offence; fails to pay any money to the Institute or which a Tribunal or Appeal s Tribunal has directed the Responsible Officer to pay to any other person or the Institute; fails to comply with this Constitution or the By-Laws or any valid direction by the Directors; or fails to attend any Tribunal or Appeal s Tribunal hearing to which the Responsible Officer is called. The Directors can determine the term and other conditions of suspension of a Member s membership. The Directors must not exercise their power under this Clause 2.9 without giving the Member at least 7 days notice setting out the matters to be considered by the Directors. At the Directors meeting at which the suspension or termination is to be considered, the Member is entitled to be heard and may present any relevant evidence. The rules of evidence do not apply and the Directors may admit and act on whatever evidence it decides. It may refuse to admit any evidence. No party is entitled to legal representation at a Directors meeting. REIQ Constitution 5 Adopted 31 August 2015

10 (e) (f) A suspended Member must continue to pay all fees and remains subject to the By-Laws relating to the conduct of Members while the suspension continues but forfeits the benefits of membership. On termination of membership: Register of Members the Member ceases to be a Member; the Member's name must be removed from the register of Members; and the Member must return any certificate of membership to the Institute. The Institute must maintain a register of Members containing information required by the Corporations Act or the Directors Certificates The Institute may issue to each Member, free of charge, a certificate evidencing that person as a Member. The Institute may issue a replacement certificate of being a Member if: the Institute receives and cancels the existing certificate; or the Institute is satisfied that the existing certificate is lost or destroyed, and the Member pays any fee as the Directors resolve. 3. Fees 3.1. Fees The Institute may require the payment of fees or levies by Members in the amounts and at the times as the Directors resolve. The Institute may make Fees payable for one or more Members, or classes of Members, for different amounts and at different times. Pursuant to Clause 3.1, the Directors may, from time to time, give notice to Members: 3.2. Interest revoking or postponing Fees; extending the time for payment of Fees; allowing for payment of Fees by instalments; or stipulating the amount, the time, the method and the place of payment of Fees. A Member must pay to the Institute: 3.3. Exercise of powers interest at a rate reasonably determined by the Directors, on any Fees which are not paid on, or before, the time appointed for payment, from the time appointed for payment to the time of actual payment; and expenses incurred by the Institute because of the failure to pay, or late payment of, that amount. The Directors may waive payment of all or any part of the amount payable under Clause 3.2. The powers of the Institute under this Clause 3 may only be exercised by the Directors. 4. Proceedings of Members 4.1. Who can call meetings REIQ Constitution 6 Adopted 31 August 2015

11 Subject to the Corporations Act, the Directors may call a meeting of Members at a time and place as the Directors resolve. The Directors must call and arrange to hold a general meeting on the request of Members made in accordance with the Corporations Act. The Members may call and arrange to hold a general meeting as provided by the Corporations Act Annual General Meeting The Institute must hold an AGM if required by, and in accordance with the Corporations Act How to call meetings of Members The Institute must give not less than Prescribed Notice of a meeting of Members. Notice of a meeting of Members must be given to each Member, each Director and any Auditor of the Institute. Subject to the Clause 4.11(h), a notice of a meeting of Members must: set out the place, date and time for the meeting (and if the meeting is to be held in two or more places, the technology that will be used to facilitate this); state the general nature of the business of the meeting; and set out or include any other information or documents specified by the Corporations Act. Subject to the Corporations Act, anything done (including the passing of a resolution) at a meeting of Members is not invalid if either or both a person does not receive notice of the meeting or the Institute accidentally does not give notice of the meeting to a person Right to attend meetings Each Member and any Auditor of the Institute is entitled to attend any meetings of Members. Subject to this Constitution, each Director is entitled to attend and speak at all meetings of Members Meeting at more than one place A meeting of Members may be held in 2 or more places linked together by any technology that: gives the Members as a whole in those places a reasonable opportunity to participate in proceedings; enables the chair to be aware of proceedings in each place; and enables the Members in each place to vote on a show of hands and on a poll. If a meeting of Members is held in 2 or more places under Clause 4.5: 4.6. Quorum a Member present at one of those places is taken to be present at the meeting; and the chair of the meeting may determine at which place the meeting is taken to have been held. Subject to Clause 4.6(e), a quorum for a meeting of Members is ten Members entitled to vote at that meeting. In determining whether a quorum for a meeting of Members is present: where a person is present as a Member and as a proxy of another Member, that person is counted separately for each appointment provided that there is at least one other Member present; and REIQ Constitution 7 Adopted 31 August 2015

12 (e) 4.7. Chair where a person is present as a proxy for more than one Member, that person is counted separately for each appointment provided that there is at least one other Member present. A quorum for a meeting of Members must be present at the commencement of the meeting. If a quorum is present at the commencement of a meeting of Members, it is taken to be present throughout the meeting unless the chair otherwise determines. If a quorum is not present within 30 minutes after the time appointed for a meeting of Members: if the meeting was called under Clause 4.1 or Clause 4.1, the meeting is dissolved; and any other meeting is adjourned to the date, time and place as the Directors may, by notice to the Members, appoint, or failing any appointment, to the same day in the next week at the same time and place as the meeting adjourned. If a quorum is not present within 30 minutes after the time appointed for an adjourned meeting of Members, the number of Members present constitutes a quorum. The Chair, or another Director if elected by the Directors, must (if present within 15 minutes after the time appointed for the holding of the meeting and willing to act) chair each meeting of Members. If at a meeting of Members: there is no Chair; the Chair is not present within 15 minutes after the time appointed for the holding of a meeting of Members; or the Chair is present within that time but is not willing to chair all or part of that meeting, the Members present must elect another person, present and willing to act, to chair all or part of that meeting. The Chair has a casting vote, in addition to any deliberative vote General conduct of meetings Subject to the Corporations Act, the chair of a meeting of Members is responsible for the general conduct of that meeting and for the procedures to be adopted at that meeting. The chair of a meeting of Members may delegate any power conferred by this Clause to any person. The powers conferred on the chair of a meeting of Members under this Clause 4.8 do not limit the powers conferred by law Resolutions of Members Subject to the Corporations Act, a resolution is passed if more votes are cast in favour of the resolution by Members entitled to vote on the resolution than against the resolution. Unless a poll is requested in accordance with Clause 4.10, a resolution put to the vote at a meeting of Members must be decided on a show of hands. A declaration by the chair of a meeting of Members that a resolution has on a show of hands been passed, passed by a particular majority, or not passed, and an entry to that effect in the minutes of the meeting, are sufficient evidence of that fact, unless proved incorrect. REIQ Constitution 8 Adopted 31 August 2015

13 4.10. Polls (e) (f) (g) A poll may be demanded on any resolution at a meeting of Members except: the election of a chair of that meeting: or the adjournment of that meeting. A poll on a resolution at a meeting of Members may be demanded by: at least 10 Members present and entitled to vote on that resolution; the chair of that meeting. A poll on a resolution at a meeting of Members may be demanded: before a vote on that resolution is taken; or before, or immediately after, the result of the vote on that resolution on a show of hands is declared. A demand for a poll may be withdrawn. A poll demanded on a resolution at a meeting of Members must be taken in the manner and at the time and place the chair directs. The result of the poll demanded on a resolution of a meeting of Members is a resolution of that meeting. A demand for a poll on a resolution of a meeting of Members does not prevent the continuance of that meeting or that meeting dealing with any other business Adjourned, cancelled and postponed meetings (e) (f) (g) (h) Subject to the Corporations Act, the chair: may; and Number of votes must, if the Members present with a majority of votes that may be cast at that meeting agree or direct the chair to do so; adjourn a meeting of Members to any day, time and place. No person other than the chair of a meeting of Members may adjourn that meeting. The Institute is only required to give notice of an adjourned meeting if the period of adjournment exceeds the Prescribed Period. Only business left unfinished is to be transacted at a meeting of Members resumed after an adjournment. Subject to the Corporations Act and this Clause 4.11, the Directors may at any time postpone or cancel a meeting of Members by giving notice, not less than 5 Business Days before the time at which the meeting was to be held, to each person to whom the notice of the meeting was required to be given. A general meeting called under Clause 4.1 must not be cancelled by the Directors without the consent of the Members who requested the meeting. A general meeting called under Clause 4.1 must not be cancelled or postponed by the Directors without the consent of the Members who called the meeting. A notice adjourning or postponing a meeting of Members must set out the place, date and time for the revised meeting (and if the revised meeting is to be held in two or more places, the technology that will be used to facilitate this). Subject to this Constitution and any rights or restrictions attached to a class of membership, on a show of hands or on a poll at a meeting of members, every member present has one vote. REIQ Constitution 9 Adopted 31 August 2015

14 (e) (f) In the case of an equality of votes on a resolution at a meeting of Members, the chair of that meeting has a casting vote on that resolution both on a show of hands and on a poll, in addition to any vote the chair has in respect of that resolution. A Member present at a meeting of Members is not entitled to vote on any resolution if any amount due and payable in respect of that person's membership has not been paid. A Member present at a meeting of Members is not entitled to vote on a resolution at that meeting where that vote is prohibited by the Corporations Act or an order of a court of competent jurisdiction. The Institute must disregard any vote on a resolution purported to be cast by a Member present at a meeting of Members where that person is not entitled to vote on that resolution. The authority of a proxy for a Member to speak or vote at a meeting of Members is suspended while the Member is present in person at that meeting Objections to qualification to vote An objection to the qualification of any person to vote at a meeting of Members may only be made: Proxies (e) (f) (g) before that meeting, to the Directors; or at that meeting (or any resumed meeting if that meeting is adjourned), to the chair of that meeting. Any objection under Clause 4.13 must be decided by the Directors or the chair of the meeting of Members (as the case may be), whose decision, made in good faith, is final and conclusive. A Member, who is entitled to attend and cast a vote at a meeting of Members, may vote on a show of hands and on a poll: in person; or by not more than one proxy. A proxy of a Member must be a Member. A Member may appoint a proxy for: all meetings of Members; or any one or more specified meetings of Members. An instrument appointing a proxy must be in a form as the Directors may prescribe or accept, from time to time and is valid if it is signed by the Member making the appointment and contains: the name and address of that Member; the name of the Institute; the name of the proxy; and the meetings of Members at which the proxy may be used. The chair of a meeting of Members may determine that an instrument appointing a proxy is valid even if it contains only some of the information specified in Clause Subject to the Corporations Act, the decision of the chair of a meeting of Members as to the validity of an instrument appointing a proxy is final and conclusive. Unless otherwise provided in the Corporations Act or in the appointment, a proxy may: agree to a meeting of Members being called by shorter notice than is required by the Corporations Act or this Constitution; REIQ Constitution 10 Adopted 31 August 2015

15 (h) (j) (k) (l) (m) (v) (vi) agree to a resolution being either or both proposed and passed at a meeting of Members of which notice of less than the Prescribed Period is given; speak on any resolution at a meeting of Members on which the proxy may vote; vote at a meeting of Members (but only to the extent allowed by the appointment); demand or join in demanding a poll on any resolution at a meeting of Members on which the proxy may vote; and attend and vote at any meeting of Members which is rescheduled or adjourned. Unless otherwise provided in the Corporations Act or in the appointment, a proxy may vote on: any amendment to a resolution on which the proxy may vote; any motion not to put that resolution or any similar motion; and any procedural motion relating to that resolution, including a motion to elect the chair of a meeting of Members, vacate the chair or adjourn that meeting, even if the appointment directs the proxy how to vote on that resolution. The Institute must only send a form of proxy to Members in respect of a meeting of Members which provides for the Member: to appoint a proxy of the Member's choice, but may specify who is to be appointed as proxy if the Member does not choose; and to vote for or against each resolution, and may also provide for the Member to abstain from voting on each resolution. If the name of the proxy in a proxy form of a Member is not filled in, the proxy of that Member is: the person specified by the Institute in the form of proxy in the case the Member does not choose; or if no person is so specified, the chair of that meeting. A Member may specify the manner in which a proxy is to vote on a particular resolution at a meeting of Members but, unless specified, the proxy may vote as he or she thinks fit. An appointment of proxy for a meeting of Members is effective only if the Institute receives the appointment (and any authority under which the appointment was signed or a certified copy of the authority) not less than 24 hours before the time scheduled for commencement of that meeting (or any adjournment of that meeting). Unless the Institute has received notice in writing before the time scheduled for the commencement or resumption of a meeting of Members, a vote cast at that meeting by a person appointed by a Member as a proxy is, subject to this Constitution, valid even if, before the person votes, the appointing Member: dies; or is mentally incapacitated; or revokes the appointment of that person; or revokes the authority under which the person was appointed by a third party. 5. Directors 5.1. Number of Directors The Board of Directors must have not more than 9 Directors comprising: not more than 6 Member Directors, of which not less than 2 must be Regional Member Directors; and not more than 3 Non-Member Directors. REIQ Constitution 11 Adopted 31 August 2015

16 5.2. Eligibility In the event that the office of a Regional Member Director is vacated for any reason (including due to rotation, resignation or retirement of a sitting Regional Member Director), the vacant board position may only be filled by a person who satisfies the criteria of a Regional Member Director as set out in Clauses 5.2, 5.2 and 5.2. In addition to the requirements of the Corporations Act, to be eligible to act as a Director a person must: be of sound mind; not: A. have been convicted of any indictable offence or any offence under the legislation concerning trust accounts; B. have committed an act of malpractice, professional misconduct or unprofessional conduct or practice according to a finding or decision of any court or tribunal (including a decision of the REIQ Professional Standards Tribunal, but only if the Tribunal Chair determines that decision to be a disqualifying decision for the purpose of this Clause); or C. be an undischarged bankrupt. not be as at the date of nomination as a Director or as at the proposed appointment date as a Director: A. a paid employee of the Institute, or receive any continuing payment from the Institute by way of annual or periodic remuneration, payment or retainer from the Institute (other than payment made pursuant to Clause 5.13, or to a Training Service Provider or to a Professional Services Firm); B. a director, shareholder or related entity of any entity which has a permanent contractual arrangement or appointment with the Institute for which payments, fees or remuneration are received by that entity (other than an entity which provides services as a Training Service Provider or a Professional Services Firm); C. a partner, employee or consultant of the auditor of the Institute; and in the case where the person has previously been a Member Director, not have held the office of Member Director at any time during the three year period prior to their propose appointment date (although this does not apply to Member Directors standing for re-election under Clause 5.9). A reference to the Institute in Clause 5.2 includes any Associate of the Institute. In addition to the requirements of Clause 5.2, to be eligible to act as a Member Director the person: at the date of nomination as an Member Director; or at the date of the relevant general meeting at which his or her appointment is being considered as an Member Director, (as the case requires), must be a Member entitled to vote at general meetings. In addition to the requirements of Clause 5.2 and, to be eligible to nominate for election as a Regional Member Director, the person: at the date of nomination as an Regional Member Director; or at the date of the relevant general meeting at which his or her appointment is being considered as a Regional Member Director, (as the case requires), must, at the time of nomination and election, reside in a Zone which is located in a Regional Area. REIQ Constitution 12 Adopted 31 August 2015

17 (e) A resolution of the Directors declaring a person ineligible under either Clause 5.2, Clause 5.2 or 5.2 is conclusive evidence of the facts and grounds of ineligibility stated in the resolution Power to appoint Non-Member Directors Subject to the maximum number of Non-Member Directors permitted under Clause 5.1, the Board may appoint a person who is eligible under Clause 5.2 to be a Non- Member Director. In exercising the power to appoint a Non-Member Director, the Board shall have regard to any desirable skills, experience or qualifications which may not be possessed by the members of the Board at the time of the appointment General power to appoint Directors In addition to the Board s power to appoint Non-Member Directors under Clause 5.3, but subject to the maximum number of Directors permitted under Clause 5.1, the Board may appoint a person who is eligible under Clause 5.2 to be a Director, either as an addition to the existing directors or to fill a casual vacancy. A vacancy on the Board caused by a failure for any reason to elect a person to replace a Director who has: been required to retire in accordance with this Constitution; or ceases to be a Director for any other reason, (including because of a lack of suitably qualified replacement for an outgoing Regional Member Director), the vacancy shall be deemed to be a casual vacancy and may be filled in accordance with this Clause 5.4. In the event that the Board exercises the power under Clause 5.4 to appoint a Director to fill a vacancy due to a lack of suitably qualified replacement for an outgoing Regional Member Director or an empty Regional Member Director position, the Board must only appoint a Director that satisfies the criteria required of a Regional Member Director set out in Clauses 5.2, 5.2 and Rotation of Member Directors Subject to Clauses 5.6, 5.7, 5.9 and 5.9, Member Directors are appointed for a term of three years. At the third AGM following the election of any Member Director, that director must resign from office provided that: no more than two Member Directors are required to retire at any AGM; if there are more than two Member Directors who would otherwise be required to retire at an AGM, the two Member Directors who do retire at the AGM is determined by Clause 5.10; and the Member Directors that would otherwise have been required to retire at an AGM but were not chosen to retire under Clause 5.10, must retire at the next AGM, subject to Clause 5.5 and The procedures for the conduct of postal and electronic ballots for the election of the position of those Member Directors who are retiring are set out in the By-Laws Rotation 2015 to 2018 At the AGM to be held in 2015, the rotation provisions set out in Clause 5.5 shall not apply and: each Member Director must retire from office; and each Member Director may nominate for re-election as a Member Director (or, if the criteria are satisfied, a Regional Member Director) at the 2015 AGM. Subject to Clauses 5.6 and 5.6, at the AGM to be held in 2016, 2017 and 2018 the rotation provisions set out in Clause 5.5 shall not apply and: REIQ Constitution 13 Adopted 31 August 2015

18 (e) each year, two Member Directors must retire from office but may nominate for reelection as a Member Director (or, if the criteria are satisfied, a Regional Member Director); the two Member Directors who are to retire are to be determined by the number of votes cast in favour of Member Directors elected at the 2015 AGM, such that: A. in 2016, the Member Directors elected at the 2015 AGM who received the lowest and second lowest number of votes must retire from office; B. in 2017, the Member Directors elected at the 2015 AGM who received the third lowest and third highest number of votes must retire from office; and C. in 2018, the Member Directors elected at the 2015 AGM who received the highest and second highest number of votes must retire from office. If, during the period following the 2015 AGM and prior to the time at which each Member Director elected at the 2015 has retired in accordance with Clause 5.6, a Member Director elected at the 2015 AGM vacates office other than in accordance with the rotation policy set out in Clause 5.6 (Vacating Director), then the Vacating Director is excluded from determining the Member Directors to retire at any particular AGM and the rotation policy set out in Clause 5.5 shall commence when each Member Director who held office prior to the 2015 AGM has retired pursuant to this Clause 5.6. If the number of candidates that stand for election as Member Directors at the 2015 AGM are equal or less than the number of vacant board positions such that votes are not required to be cast on election of Member Directors at the 2015 AGM, then the order that Member Directors are to retire pursuant to Clause 5.6 shall instead be determined by applying Clause 5.10 as if references to last appointment were read as references to last appointment prior to any appointment at the 2015 AGM. From 2019 onwards (or such earlier time as may be required under Clause 5.6), the rotation of Member Directors shall be determined in accordance with Clause Term of Directors appointed under Clause 5.3 Any Non-Member Director appointed to the Board under Clause 5.3 is appointed for a fixed term of three years or such shorter period as determined by the Board. The Board will review the position of any Non-Member Director appointed under Clause 5.3 at least once every three years. Any person appointed by the Board under Clause 5.4 to fill a casual vacancy holds office for the same period as the Director who vacated the office would have been entitled to hold office had the vacancy not occurred Effective time of appointment or retirement The retirement of a Member Director from office and the election or re-election of a Member Director to that office takes effect at the conclusion of the meeting at which the retirement, election or re-election occurs. The appointment of a Non-Member Director by the Board under Clause 5.3 and the appointment of an additional or casual Director by the Board under Clause 5.4 takes effect immediately upon the passing of the relevant resolution by the Board, or such other time as may be specified in the resolution appointing the Director Eligibility for re-election A retiring Member Director may be re-elected or re-appointed to the Board unless as at the date of re-appointment or re-election that person Director would have held office as a Director (whether continuously or in aggregate) for 9 or more years. For the purposes of Clause 5.9, the period of 9 years commences on: the date of the AGM where the Director was first elected to the Board; or if the Director was first appointed to fill a casual vacancy or as an additional Director, the date of the AGM which immediately followed that appointment. REIQ Constitution 14 Adopted 31 August 2015

19 The 9 year period specified in Clause 5.9 shall apply to the Chair as if the reference to a 9 year period was a reference to a 12 year period Determination of Directors to retire Vacation of office Where required under Clause 5.5, the Directors to retire at any AGM are those who have been longest in office since their last appointment. As between any Directors who were last appointed at the same time, the Director or Directors to retire are those agreed as between those persons or as determined by a lot conducted by the Secretary. A Director may resign from office by giving the Institute notice in writing. Subject to the Corporations Act and Clause 5.1, the Institute in general meeting convened on Prescribed Notice, may, by ordinary resolution, remove any Director and, if thought fit, appoint another person in place of, and in the same capacity, as that Director (and Clause 5.7 shall apply to the replacement Director). A Director ceases to be a Director if the Corporations Act so provides or that Director: (v) (vi) (vii) Vacancy in the case of a Member Director ceases to be a Member of the Institute or has their membership suspended; becomes of unsound mind or a person whose property is liable to be dealt with under a law relating to mental health; is absent without the consent of the Directors from all meetings of the Directors held during a period of six months and the other Directors resolve that his or her office be vacated; resigns or is removed under this Constitution; becomes an insolvent under administration; is found guilty of a breach of the Institute s rules; in the opinion of the Directors, brings the Institute into disrepute; or (viii) ceases to be eligible to be a Director under Clause 5.2 or Clause 5.2. Where the termination of a Member Director s office creates a vacancy, the Member Directors may appoint a person eligible in accordance with Clause 5.2 to fill the vacancy for the balance of the term of that Member Director s appointment. Where the termination of a Non-Member Director s office creates a vacancy, the Member Directors may appoint a person (as a Non-Member Director) to fill the vacancy for the balance of the term of that Non-Member Director s appointment Remuneration of Directors Each Directors' remuneration is determined by the Board, and the total amount of remuneration distributed to Directors in any financial year must not exceed the amount determined by members in general meeting. Remuneration accrues from day to day. The Directors may be paid all travelling, accommodation and other expenses incurred by them when: attending and returning from any Directors, committee or general meeting; or otherwise attending to Institute business Irregularities in Board composition No irregularity or instance of non-compliance with the requirements for Board composition set out in this Clause 5 shall invalidate or render void any proceedings or decisions made by the Board. REIQ Constitution 15 Adopted 31 August 2015

20 6. Officers 6.1. Chief Executive Officer (e) The Directors may appoint a person to be the Chief Executive Officer for any period and on any terms (including as to remuneration) as the Directors resolve. The Directors may delegate any of their powers (including the power to delegate) to the Chief Executive Officer. The Directors may revoke or vary: 6.2. Secretary the appointment of the Chief Executive Officer; or any power delegated to Chief Executive Officer. The Chief Executive Officer must exercise the powers delegated to him or her in accordance with any directions of the Directors. The exercise of a delegated power by the Chief Executive Officer is as effective as if the Directors exercised the power. As at the date of adoption of this Constitution, the Secretary is the person that has been notified to ASIC as being Company Secretary. The Directors may appoint a person as the Secretary, for any period and on any terms (including as to remuneration) as the Directors resolve. Subject to any agreement between the Institute and the Secretary, the Directors may remove or dismiss the Secretary at any time, with or without cause. The Directors may revoke or vary the appointment of the Secretary Indemnity and insurance To the extent permitted by law, the Institute must indemnify each Relevant Officer against: a Liability of that person; and Legal Costs of that person. To the extent permitted by the law, the Institute may make a payment (whether by way of advance, loan or otherwise) to a Relevant Officer in respect of Legal Costs of that person. To the extent permitted by the law, the Institute may pay, or agree to pay, a premium for a contract insuring a Relevant Officer against: a Liability of that person; and Legal Costs of that person. To the extent permitted by law, the Institute may enter into an agreement or deed with: a Relevant Officer; or a person who is, or has been, an officer of the Institute or a related body corporate of the Institute, under which the Institute must do all or any of the following: (v) (vi) keep books of the Institute and allow that officer, and his or her advisers, access to those books on the terms agreed; indemnify that officer against any Liability of that officer; make a payment (whether by way of advance, loan or otherwise) to that officer in respect of Legal Costs of that officer; and keep that officer insured in respect of any act or omission by that officer, while a Relevant Officer or an officer of the Institute or a related body corporate of the Institute, on the terms agreed (including as to payment of all or part of the premium for a contract of insurance). REIQ Constitution 16 Adopted 31 August 2015

21 7. Powers of the Institute and Directors 7.1. General powers Subject to this Constitution, the Institute may exercise, in any manner permitted by the Corporations Act, any power which a public company limited by guarantee may exercise under the Corporations Act. The business of the Institute is to be managed by, or under the direction of, the Directors. The Directors may exercise all the powers of the Institute except any powers that the Corporations Act or this Constitution requires the Institute to exercise in general meeting Execution of documents If the Institute has a common seal, the Institute may execute a document if that seal is fixed to the document and the fixing of that seal is witnessed by: two Directors; or a Director and the Company Secretary. The Institute may execute a document without a common seal if the document is signed by: two Directors; or a Director and the Company Secretary The Directors may resolve, generally or in a particular case that any signature on certificates for membership, or other common use documents specified by the Directors, may be affixed by mechanical or other means. Negotiable instruments may be signed, drawn, accepted, endorsed or otherwise executed by or on behalf of the Institute in the manner, and by the persons, as the Directors resolve Committees and delegates (e) 7.4. Attorney or agent The Directors may delegate any of their powers (including this power to delegate) to a committee of any one or more Directors, the Chief Executive Officer, or an employee of the Institute or a Member. The Directors may revoke or vary any power delegated under Clause 7.3. A committee or delegate must exercise the powers delegated in accordance with any directions of the Directors. The exercise of a delegated power by the committee or delegate is as effective as if the Directors exercised the power. Clause 8 applies (with the necessary changes) to meetings of a committee of Directors. The Directors may appoint any person to be attorney or agent of the Institute for any purpose, for any period and on any terms (including as to remuneration) as the Directors resolve. The Directors may delegate any of their powers (including the power to delegate) to an attorney or agent. The Directors may revoke or vary: 8. Proceedings of Directors an appointment made under Clause 7.4; or any power delegated to an attorney or agent Written resolutions of the Directors REIQ Constitution 17 Adopted 31 August 2015

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