Constitution. The Armidale School Foundation Limited ACN (Adopted on [ ] 2016)

Transcription

1 Constitution The Armidale School Foundation Limited ACN (Adopted on [ ] 2016)

2 Constitution of The Armidale School Foundation Limited PRELIMINARY Defined terms Interpretation Replaceable rules... 3 OBJECTS Objects Income and property... 4 MEMBERSHIP APPLICATIONS FOR VOTING MEMBERSHIP Ceasing to be a Voting Member... 7 GENERAL MEETINGS Calling general meeting Notice of general meeting... 8 PROCEEDINGS AT GENERAL MEETINGS Member PRESENT Quorum Chair Adjournment Decision on questions Taking a poll Casting vote of chair VOTES OF VOTING MEMBERS Entitlement to vote Objections Votes by proxy Document appointing proxy Lodgment of proxy Validity APPOINTMENT AND REMOVAL OF DIRECTORS Number of Directors and Board Composition Removal of Directors Vacation of office POWERS AND DUTIES OF THE BOARD Powers and duties of the Board PROCEEDINGS OF BOARD Board meetings Decision on questions PAYMENTS TO DIRECTORS Payments to Directors Directors' interests Remaining Directors i -

3 32. Chair Delegation Written resolutions Validity of acts of Directors Minutes and Registers SECRETARY Secretary SEALS Common Seal INSPECTION OF RECORDS Inspection of records NOTICES Service of notices Persons entitled to notice AUDIT AND ACCOUNTS Audit and accounts WINDING UP Winding up Deductible Gift Recipient INDEMNITY Indemnity ii -

4 PRELIMINARY 1. DEFINED TERMS 1.1. In this Constitution unless the contrary intention appears: Approved Fund means any fund established for the benefit of the School and approved as an approved fund by the Board and the School Board, including the Building Trust and the Scholarship Fund. Auditor means the Foundation's auditor. Bequest means and includes a legacy or a devise or other benefit passing under a testamentary document. Building Trust means the trust established in 1983 as The Armidale School Foundation Building Trust as operated pursuant to a deed of trust dated 16 February 1993 or any modification, replacement or amendment to that deed, or any replacement school building fund operated by the Foundation. Constitution means the constitution of the Foundation as a company, as modified or amended from time to time. Corporations Act means the Corporations Act 2001 (Cth) as modified or amended from time to time and includes any regulations made under that Act and any exemption or modification to that Act applying to the Foundation. Board or the Directors means all or some of the Directors acting as or constituting a board of directors of the Foundation as a company. Director means a director of the Foundation as a company. Foundation means The Armidale School Foundation Limited 1 ACN , a company limited by guarantee and registered under the Corporations Act. Gift means a gift of cash or a gift of an asset made or transferred during the donor's lifetime. Headmaster means the Headmaster of the School or person appointed by the School Board as acting Headmaster. P&F means The Armidale School Parents and Friends Association Incorporated (a NSW incorporated association number ). Qualifying Minimum Amount means $2,000 in value, or such greater amount not exceeding $9,999 in value as approved by the Foundation from time to time in general meeting by ordinary resolution. Qualifying Recipient means either the School or the Foundation or an Approved Fund. 1 Under section 150 of the Corporations Act as at the date of adoption of this Constitution, a company is not required to have the word "Limited" at the end of its name if: the company is registered under the Australian Charities and Not-for-profits Commission Act 2012 as the type of entity mentioned in column 1 of item 1 of the table in subsection 25-5(5) of that Act (charity); and the company's constitution: (i) prohibits the company paying fees to its directors; and (ii) requires the directors to approve all other payments the company makes to directors. Refer clause Even though the Foundation has the word "Limited" at the end of its name but under subsection 150(1), may not be required to do so, the word "Limited" may be omitted anywhere that the name of the company is required to be used (including on the company's common seal)

5 Register means the register of Voting Members of the Foundation as a company. Scholarship Fund means the scholarship fund the operation of which the Foundation (under the ABN ) has been endorsed as a deductible gift recipient and known as The Armidale School Foundation Ltd Scholarship Fund, or any replacement scholarship fund operated by the Foundation. School means any educational institution or activity administered by the School Company and includes the school located at Armidale and known as The Armidale School. School Board means the board of directors (being the governing body) of the School Company, or any duly appointed delegate of that board of directors. School Company means The Armidale School ACN Seal means the Foundation's common seal (if any). Secretary means any person appointed by the Board to perform any of the duties of a secretary of the Foundation as a company and if there are joint secretaries, any one or more of those joint secretaries. TASOBU means the NSW incorporated association (number ) bearing or formerly bearing the name of The Armidale School Old Boys Union Inc. value means the value determined by the Board. Voting Member means a person holding membership of the Foundation under clause 6 and includes a Member, a Fellow or a Trustee In this Constitution, except where the context otherwise requires, an expression in a clause of this Constitution has the same meaning as in the Corporations Act. Where the expression has more than one meaning in the Corporations Act and a provision of the Corporations Act deals with the same matter as a clause of this Constitution, that expression has the same meaning as in that provision. 2. INTERPRETATION In this Constitution, except where the context otherwise requires: (d) (e) (f) (g) the singular includes the plural and vice versa, and a gender includes other genders; another grammatical form of a defined word or expression has a corresponding meaning; a reference to a clause, paragraph, schedule or annexure is to a clause or paragraph of, or schedule or annexure to, this Constitution, and a reference to this Constitution includes any schedule or annexure; a reference to a document or instrument includes the document or instrument as novated, altered, supplemented or replaced from time to time; footnotes are provided as an aid to understanding certain provisions, but do not form part of this Constitution; a reference to A$, $A, dollar or $ is to Australian currency; and the meaning of general words is not limited by specific examples introduced by including, for example or similar expressions

6 3. REPLACEABLE RULES OBJECTS To the extent permitted by law, the replaceable rules in the Corporations Act do not apply to the Foundation as a company. 4. OBJECTS The objects of the Foundation 2 are: to support and assist the School Board of the School Company to encourage and foster the interest and financial support of past students, parents of students and friends of the School and benefactors from within the School community and beyond to preserve improve and develop the School s standards services property and facilities and in particular and without limiting the generality of the foregoing: (i) to extend invitations to past students, parents of students and friends of the School and benefactors from within the School community and beyond to become Voting Members of the Foundation and through such membership to participate and join more actively and effectively in supporting and assisting the School Board to promote and carry out the activities of the School; (ii) to encourage the making of gifts and testamentary dispositions to or for the benefit of the School or any of its funds or accounts or any trusts or funds established to benefit the School; (iii) to enlist the support including the financial support of past students, parents of students and friends of the School and benefactors from within the School community and beyond for activities calculated to improve the education provided by the School including the employment of teaching staff with special skills, the carrying out of research the provision of scholarships bursaries education allowances visits from distinguished scholars and others with qualifications which enable them to contribute to the education of the students, and the teaching staff of the School, the acquisition of books, works of art, plant and equipment, land and buildings and the construction and maintenance of buildings and facilities; and (iv) to raise money for the purposes aforesaid by any method that seems desirable (including the undertaking of or participating in commercial ventures of all kinds); to invest and deal with the money of the Foundation in such manner as may be thought fit; to purchase take on lease take in exchange hire and otherwise acquire and to sell lease or otherwise dispose of or deal with real and personal property of every description; (d) to borrow or raise money and to secure the same by giving mortgages charges or other securities over any part of the real and personal property or future of the Foundation; 2 These objects are taken from the objects clause in the Foundation s memorandum of association as subscribed to on 2 March 1983, but with some minor amendments in the new Constitution adopted in [2016] - 3 -

7 (e) to make draw accept endorse discount execute and issue promissory notes bills of exchange warrants debentures and other negotiable or transferable instruments; (f) to insure against fire or otherwise any insurable property of the Foundation and to pay premiums on insurance or assurance policies which the Foundation may acquire by any means; (g) to act as trustee of trusts and funds which may be established for the benefit of the School; (h) to arrange, in collaboration with the School, the production of publications and the issue thereof to the Voting Members of the Foundation and others; and (i) to do all such things as are incidental or conducive to the attainment of the above objects and powers or any of them. INCOME AND PROPERTY OF FOUNDATION 5. INCOME AND PROPERTY The income and property of the Foundation will only be applied towards the promotion of the objects of the Foundation set out in clause No income or property will be paid or transferred directly or indirectly to any Voting Member of the Foundation (including by way of dividend, bonus or other distribution of profits) except for payments to a Voting Member: in return for any services rendered or goods supplied in the ordinary and usual course of business to the Foundation; or of interest at a rate not exceeding current bank overdraft rates of interest for moneys lent. MEMBERSHIP 6. APPLICATIONS FOR VOTING MEMBERSHIP 6.1. The Voting Members of the Foundation are: those persons who are validly members of the Foundation as a company as at the time of adoption of this Constitution in 2016; and such other persons as are admitted to membership in accordance with this Constitution A person who wishes to become a Voting Member of the Foundation must make an application for membership in writing in such form as shall be prescribed by the Board from time to time. Persons meeting the membership qualification requirements in clause 6.7, either alone or jointly with other persons, do not automatically become Voting Members. The Board may track donors for potential future membership of the Foundation An application for membership must: 3 This non-profit provision is needed to ensure the Foundation is a not-for-profit - 4 -

8 specify the classification of membership applicable to the application and the way in which qualification in that classification in accordance with this Constitution has been or is to be achieved; and if it is not from an individual (for example, if the applicant is a company or two individuals jointly), include the nomination (which may be altered from time to time by giving written notice to the Foundation) of an individual to represent such applicant and that person alone shall be able to represent, act as, and exercise the membership rights of, such applicant as a Voting Member The Board may decline to accept any application for membership or any Gift without assigning any reason therefor When an application for membership has been accepted the Foundation must send to the applicant written notice of the applicant s acceptance as a Voting Member Membership of the Foundation in the case of individuals shall (subject to this Constitution) be for life and in the case of persons other than individuals shall (subject to this Constitution) be for such period of time as the Board shall determine (in any specific person s case or for any class of persons, whether before or during their membership) Subject to clauses 6.8 to 6.10, the qualification requirements for membership are either: a Gift or Gifts of (in total) not less than the Qualifying Minimum Amount to any Qualifying Recipient; or notification in writing to the Foundation of an intended Bequest of not less than twice the Qualifying Minimum Amount to a Qualifying Recipient The Board may require confirmation (in such form or forms as it may from time to time determine) of the inclusion of a Bequest in a testamentary document A person may also qualify for membership by a combination of a Gift and notification of an intended Bequest provided that the value of the Bequest is not less than twice the balance of the value of the gift that would otherwise have been payable to enable such person to qualify for membership in their desired classification of membership under this Constitution If a person gives notification in writing to the Foundation of their intention to contribute a Gift of not less than the Qualifying Minimum Amount (or a number of Gifts of not less than the Qualifying Minimum Amount in aggregate) to any Qualifying Recipient within a period of three years from the date of such notification or such greater period as the Board in its absolute discretion may determine, that person will for the purposes of this Constitution be deemed to have made a Gift of the amount (or the aggregate amount as the case may be) referred to in the notification, subject to the acceptance of such notification by the Board. Any such notification shall be in the form or forms as are prescribed from time to time by, or as may be acceptable to, the Board The three classifications of membership of the Foundation (all being Voting Members) are as set out in paragraphs to of this clause: Members are persons who: - 5 -

9 (i) make a Gift of the Qualifying Minimum Amount or more but less than $10,000 in accordance with clause 6.7; or (ii) give notification of an intended Bequest of twice the Qualifying Minimum Amount or more but less than $20,000 in accordance with clause 6.7. provided that any person who was validly an Associate Member holding membership of the Foundation prior to the adoption of this Constitution in 2016 shall be deemed to be a Member as from the date of adoption of this Constitution. Fellows are persons who: (i) make a Gift of $10,000 or more but less than $50,000 in accordance with clause 6.7; or (ii) give notification of an intended Bequest of $20,000 or more but less than $100,000 in accordance with clause 6.7. Trustees are persons who: (i) make a Gift of $50,000 or more in accordance with clause 6.7; or (ii) give notification of an intended Bequest of $100,000 or more in accordance with clause Any person who was validly a Member, Fellow or Trustee holding membership of the Foundation in any such classification prior to the adoption of this Constitution in 2016 shall be deemed to be in the same classification of membership as from that date of adoption of this Constitution Persons who are Trustees but who have made a Gift or Gifts of $500,000 or more in accordance with clause 6.7 may be designated and described as Patrons of the Foundation, after having received Board approval for that designation. Persons who qualified for membership prior to 31 December 1983 may be designated and described as Founding Members, Founding Fellows and Founding Trustees as the case may be Subject to the Board s power under clause 6.4, any person may make a Gift or give notification to make a Gift or give notification of any intended Bequest in accordance with this Constitution and make application to have some other person accepted as a Voting Member in the classification of membership for which the value of the Gift or intended Bequest is a qualifying amount Members and Fellows may at any time progress to a higher classification of membership by either: making; or giving notification of intention to make within any period specified by this Constitution, such additional contributions as will qualify them for membership at the appropriate higher classification. Such additional contributions shall be calculated (having regard to clause 6.9) by reference to the qualifying amount for such higher classification (at the date of either making or giving notification of intention to make additional contributions)

10 6.16. The rights and privileges of every Voting Member are personal to each Voting Member and are not transferable by the Voting Member's own act or by operation of law Joint memberships are not permitted. 7. CEASING TO BE A VOTING MEMBER 7.1. A Voting Member's membership of the Foundation will cease: if the Voting Member gives the Secretary written notice of resignation, from the date of receipt of that notice by the Secretary; if a majority of nine-tenths of the Board present and voting at a meeting of the Board by resolution terminate the membership of a Voting Member: (i) (ii) whose conduct in their opinion renders it undesirable that that Voting Member continue to be a Voting Member of the Foundation; and only after the Voting Member has been given at least 21 days' notice of the resolution and has had the opportunity to be heard at the meeting at which the resolution is proposed; (d) if the Voting Member: (i) (ii) (iii) (iv) dies; becomes mentally incapacitated or whose person or estate is liable to be dealt with in any way under the laws relating to mental health; is declared bankrupt; or is convicted of an indictable offence; unless the Board otherwise determines, if: (i) a Gift referred to in a notification as described in clause 6.10 has not been made within six months of the due date; or (ii) the Foundation receives notification from such Voting Member, being a Voting Member who has qualified for membership wholly or partly by giving notification of an intended Bequest in accordance with this Constitution, that it has been necessary for him to cancel the Bequest, provided that if a Qualifying Recipient has received Gifts from such Voting Member, the Board may re-admit the Voting Member in the classification of membership for which the received Gifts are a qualifying amount All Gifts made to a Qualifying Recipient by a Voting Member prior to the cessation of their membership shall remain the absolute property of the relevant Qualifying Recipient. GENERAL MEETINGS 8. CALLING GENERAL MEETING 8.1. Any 3 Directors may, at any time, call a general meeting A Voting Member may: - 7 -

11 only request the Directors to call a general meeting in accordance with section 249D of the Corporations Act, which shall be taken to apply to the Foundation despite section 111L of the Corporations Act; and not request or call and arrange to hold a general meeting except under sections 249E or 249F of the Corporations Act, which shall be taken to apply to the Foundation despite section 111L of the Corporations Act The Foundation shall hold an annual general meeting once each calendar year. 9. NOTICE OF GENERAL MEETING 9.1. Subject to the provisions of the Corporations Act allowing general meetings to be held with shorter notice, which shall be taken to apply to the Foundation despite section 111L of the Corporations Act, at least 21 days written notice (exclusive of the day on which the notice is served or deemed to be served and of the day for which notice is given) must be given to Voting Members of any general meeting A notice calling a general meeting: must specify the place, date and time of the meeting and if the meeting is to be held in two or more places, the technology that will be used to facilitate this; and must state the general nature of the business to be transacted at the meeting; and may specify a place, facsimile number and electronic address for the purposes of proxy appointment A notice of an annual general meeting need not state that the business to be transacted at the meeting includes: the consideration of the annual financial report, directors' report and the Auditor's report; the election of directors; or the appointment and fixing of the remuneration of the Auditor The Board may postpone or cancel any general meeting whenever they think fit (other than a meeting called as the result of a request under clause 8.2) The Board must give notice of the postponement or cancellation of a general meeting to all persons referred to in clause 41 entitled to receive notices from the Foundation The failure or accidental omission to send a notice of a general meeting (including a proxy appointment form) to any Voting Member or the non-receipt of a notice (or form) by any Voting Member does not invalidate the proceedings at or any resolution passed at the general meeting. PROCEEDINGS AT GENERAL MEETINGS 10. MEMBER PRESENT In clauses 11, 12, 14 and 17, Member Present or Members Present includes a Voting Member present in person or by proxy or attorney

12 11. QUORUM No business may be transacted at a general meeting unless a quorum of Members Present is present when the meeting proceeds to business A quorum of Members Present is 9 Members Present If a quorum is not present within 30 minutes after the time appointed for a general meeting: if the general meeting was called on the requisition of Voting Members, it is automatically dissolved; or in any other case: (i) 12. CHAIR it will stand adjourned to the same time and place seven days after the meeting, or to another day, time and place determined by the Board; and (ii) if at the adjourned general meeting a quorum is not present within 30 minutes after the time appointed for the general meeting, the general meeting is automatically dissolved Subject to clauses 12.2 and 12.3, the Chair, or in the Chair's absence the Deputy Chair, of Board meetings will be the chair at every general meeting The Directors present may elect a chair of a general meeting if: there is no Chair or Deputy Chair; or neither the Chair nor Deputy Chair is present within 15 minutes after the time appointed for holding the general meeting; or the Chair and Deputy Chair are unwilling to act as chair of the general meeting If no election is made under clause 12.2, then: the Members Present may elect one of the Directors present as chair of the meeting; or if no Director is present or is willing to take the chair, the Members Present may elect one of the Members Present as chair of the meeting If there is a dispute at a general meeting about a question of procedure, the chair may determine the question. 13. ADJOURNMENT The chair of a general meeting at which a quorum is present: in his or her discretion may adjourn the general meeting with the meeting's consent; and must adjourn the general meeting if the meeting directs him or her to do so An adjourned general meeting may take place at a different venue to the initial general meeting

13 13.3. The only business that can be transacted at an adjourned general meeting is the unfinished business of the initial general meeting Notice of an adjourned general meeting must only be given in accordance with clause 9.1 if a general meeting has been adjourned for more than 21 days. 14. DECISION ON QUESTIONS Subject to the Corporations Act in relation to special resolutions, a resolution is carried if a majority of the votes cast by Members Present on the resolution are in favour of the resolution A resolution put to the vote of a meeting is decided on a show of hands unless a poll is demanded in accordance with the Corporations Act, which shall be taken to apply to the Foundation despite section 111L of the Corporations Act Unless a poll is demanded: a declaration by the chair that a resolution has been carried, carried by a specified majority, or lost; and an entry to that effect in the minutes of the meeting, are conclusive evidence of the fact without proof of the number or proportion of the votes in favour of or against the resolution The demand for a poll may be withdrawn A decision of a general meeting may not be impeached or invalidated on the ground that a person voting at the general meeting was not entitled to do so A special resolution under section 136(2) of the Corporations Act to modify or repeal this Constitution, or any provision of this Constitution, does not have any effect unless the following applicable Further Requirements (relating to a modification or repeal of the provisions specified) are complied with 4 : Provision of Constitution Any provision, including clause 14.6 Further Requirement The School Board must give prior approval to the modification or repeal 15. TAKING A POLL A poll will be taken when and in the manner that the chair directs The result of the poll will be the resolution of the meeting at which the poll was demanded The chair may determine any dispute about the admission or rejection of a vote The chair's determination, if made in good faith, will be final and conclusive A poll demanded on the election of the chair or the adjournment of a general meeting must be taken immediately. 4 Under subsection 136(4) of the Corporations Act, each of these Further Requirements may only be modified or repealed if the specific Further Requirement is itself complied with. This clause is also stated as being the subject of a Further Requirement

14 15.6. After a poll has been demanded at a general meeting, the general meeting may continue for the transaction of business other than the question on which the poll was demanded. 16. CASTING VOTE OF CHAIR The chair has a casting vote in addition to the chair's votes as a Voting Member, proxy or attorney. VOTES OF VOTING MEMBERS 17. ENTITLEMENT TO VOTE A Member Present entitled to vote has one vote, unless the Member Present has qualified as a Voting Member by way of a deemed Gift notification under clause 6.10 and all moneys presently payable by him in accordance with that notification have been paid (in which case the Voting Member is not entitled to vote). 18. OBJECTIONS An objection to the qualification of a voter may only be raised at the general meeting or adjourned general meeting at which the voter tendered its vote An objection must be referred to the chair of the general meeting, whose decision is final A vote which the chair does not disallow because of an objection is valid for all purposes. 19. VOTES BY PROXY If a Voting Member appoints a proxy or an attorney, the proxy or attorney may not vote on a show of hands A proxy must be a Voting Member A proxy may demand or join in demanding a poll A proxy or attorney may vote on a poll A proxy may vote or abstain as he or she chooses except where the appointment of the proxy directs the way the proxy is to vote on a particular resolution. If a proxy votes at all, the proxy will be deemed to have voted all directed proxies in the manner directed. 20. DOCUMENT APPOINTING PROXY An appointment of a proxy is valid if it is signed or otherwise authenticated by the Voting Member making the appointment and contains the information required by subsection 250A(1) of the Corporations Act, which shall be taken to apply to the Foundation despite section 111L of the Corporations Act The Board may determine that an appointment is valid even if it only contains some of the information required by section 250A(1) of the Corporations Act, which shall be taken to apply to the Foundation despite section 111L of the Corporations Act A proxy's appointment is valid at an adjourned general meeting

15 20.4. A proxy or attorney may be appointed for all general meetings or for any number of general meetings or for a particular purpose Unless otherwise provided for in the proxy's appointment or in any instrument appointing an attorney, the appointment of the proxy or the attorney will be taken to confer authority: to vote on: (i) (ii) any amendment moved to the proposed resolutions and on any motion that the proposed resolution not be put or any similar motion; and any procedural motion, including any motion to elect the chair, to vacate the chair or to adjourn the general meeting, even though the appointment may specify the way the proxy or attorney is to vote on a particular resolution; and to vote on any motion before the general meeting whether or not the motion is referred to in the appointment If a proxy appointment is signed by the Voting Member but does not name the proxy or proxies in whose favour it is given, the chair may either cast as proxy or complete the appointment by inserting the name or names of one or more Directors or the Secretary. 21. LODGMENT OF PROXY The written appointment of a proxy or attorney must be received by the Foundation, at least 48 hours (unless otherwise specified in the notice of meeting to which the proxy relates) before: the time for holding the general meeting or adjourned general meeting at which the appointee proposes to vote; or the taking of a poll on which the appointee proposes to vote The Foundation receives an appointment of a proxy and any power of attorney or other authority under which it was executed when they are received at: the Foundation's registered office; a fax number at the Foundation's registered office; or a place, fax number or electronic address specified for that purpose in the notice of meeting. 22. VALIDITY A vote cast in accordance with an appointment of proxy or power of attorney is valid even if before the vote was cast the appointor: died; became mentally incapacitated; or revoked the proxy or power, unless any written notification of the death, unsoundness of mind or revocation was received by the Foundation before the relevant general meeting or adjourned general meeting

16 APPOINTMENT AND REMOVAL OF DIRECTORS 23. NUMBER OF DIRECTORS AND BOARD COMPOSITION The Board shall comprise: persons who qualify as, or duly represent, Trustees and make written election or give consent to become Directors; and eight representatives of the persons who qualify as Fellows or Members, who shall be elected by Voting Members of the Foundation in accordance with this Constitution The representatives elected under clause 23.1 shall be elected at the annual general meeting of the Foundation in each calendar year and, subject to this Constitution, will hold office until the next ensuing annual general meeting when they must retire from office but shall be eligible for re-election without re-nomination The election of representatives shall take place in the following manner: (d) Any two Voting Members of the Foundation shall be at liberty to nominate any other Voting Member to serve on the Board; The nomination must be in writing and signed by the Voting Member and his proposer and seconder and must be given to the Foundation before (or, with the chair s consent, during) the annual general meeting of the Foundation at which the election is to take place; If the number of candidates standing for election exceeds the number of vacancies, balloting lists shall be prepared containing names only of the candidates in alphabetical order, and each Voting Member present in person or by proxy or attorney at the annual general meeting shall be entitled to vote; and In case there shall not be sufficient number of candidates nominated the Board may fill the remaining vacancy or vacancies from the Foundation membership at any time Subject to clause 23.6, the Board may appoint any person as a Director to fill a casual vacancy or as an addition to the existing Directors. A Director appointed under this clause 23.1 will hold office until the end of the next annual general meeting of the Foundation, at which the Director may be re-elected Subject to the provisions of this Constitution and the Corporations Act, the Foundation may elect or re-elect a person as a Director by resolution passed in general meeting A Director must be, or duly represent, a Voting Member of the Foundation and must consent to become a Director as required by section 201D of the Corporations Act A Director may not appoint an alternate director Subject to procedures and rules determined from time to time by the Board, after each annual general meeting the Board may elect Directors to the following titled offices: Chair; and Deputy Chair

17 23.9. The Directors holding titled offices as specified in clause 23.8 shall hold office until such time as their respective successors have been appointed. In the event of any vacancy occurring in any of such offices the Board shall fill the vacancy as soon as practicable In addition to the titled offices referred to in clause 23.8, but subject to clauses 23.1 and 23.6, the Board may designate a Director as the representative of the P&F and another Director as the representative of the TASOBU and another Director as the representative of the School s Staff Association. 24. REMOVAL OF DIRECTORS Without limiting the application of section 203D of the Corporations Act, the Foundation may by resolution passed in general meeting remove any Director before the end of the Director's period of office and may appoint another person in the Director's place. 25. VACATION OF OFFICE The office of a Director immediately becomes vacant if the Director: (d) (e) (f) (g) is prohibited by the Corporations Act from holding office or continuing as a Director; is liable to have a person appointed, under a law relating to the administration of estates of persons who through mental or physical incapacity are incapable of managing their affairs, to administer it, or becomes in the opinion of the Board incapable of performing his or her duties or has become bankrupt or has made an assignment for the benefit of his or her creditors or has been convicted of any offence punishable by imprisonment for three months or more; resigns by notice in writing to the Foundation; or is removed by a resolution of the Foundation under clause 24 or under section 203D of the Corporations Act; is absent from Board meetings for 3 consecutive months without leave of absence from the Board; ceases to be, or duly represent, a Voting Member of the Foundation; or is directly or indirectly interested in any contract or proposed contract with the Foundation and fails to declare the nature of the interest as required by the Corporations Act, provided that this paragraph (f) does not apply to a Director only being a minority member of any corporation, society or association which has entered or proposes to enter into a contract with the Foundation where the Director has declared the nature of his interest in any manner required by the Corporations Act. POWERS AND DUTIES OF THE BOARD 26. POWERS AND DUTIES OF THE BOARD The business of the Foundation is managed by the Board who, subject to clause 26.2, may exercise all powers of the Foundation that this Constitution and the

18 Corporations Act do not require to be exercised by the Foundation in general meeting The Board must not expend any moneys (other than in the ordinary course of the day-to-day administration and operations of the Foundation and the investment of its funds) that is not agreed to by the School Board. In the case of a difference of opinion between the School Board and the Board as to the interpretation of the words "administration" and "operations" in this clause, the opinion of the School Board shall prevail. All moneys (other than contributions to the School or any Approved Funds) received by or on behalf of or as a result of the activities of the Foundation shall after meeting normal management operation and collections costs be applied for the promotion of the objects of the Foundation subject to the prior agreement of the School Board Without limiting the generality of clause 26.1, and subject to any trusts relating to the assets of the Foundation (including the Building Trust), the Board may exercise all the powers of the Foundation to: (d) borrow money; subject to the approval of the School Board, give security by way of mortgage, charge or lien over all or any part of the property of the Foundation beneficially held by it; subject to the approval of the School Board, issue debentures; guarantee or to become liable for the payment of money or the performance of any obligation by or of any other person; (e) (f) (g) (h) The School Board may: subject to the approval of the School Board, raise money on behalf of a Qualifying Recipient; appoint any professional advisers or acquire any other assistance or service required by the Foundation in the carrying out of its activities and operations and pay reasonable remuneration and fees therefor; remain registered 5 as a charity under the Australian Charities and Not-for-profits Commission Act 2012 (Cth) (as modified or amended from time to time) and continue to meet the governance standards as made under that Act; or open any banking account and operate the same in the ordinary course of business. submit to the Board (or a Board committee) for consideration projects to be sponsored by the Foundation; or request advice from the Board (or a Board committee) on the possible allocation of funds available to the School or any Approved Funds The following provisions apply in relation to certain Voting Members who may become members of the School Company: the School Company s constitution provides for the appointment, by the Company, of 6 individuals to membership of the School Company (Category 5 The Foundation was registered as a charity on 3 December

19 F members) for a period of 6 years, and provides that these individuals must be Members, Fellows, or Trustees of the Foundation. (d) (e) (f) (g) (h) the Board shall appoint the six School Company members. the Board will determine the appointment (and re-appointment) procedure of the six School Company members, taking into account the provisions of the School Company s constitution. the Board may also call for nominations from Voting Members of the Foundation, either at a general meeting or otherwise. the Board may appoint a School Company member to fill a casual vacancy. a committee of the Board may be appointed to assist in identifying suitable candidates for appointment by the Board as School Company members. the constitution of the School Company deals with the cessation of a School Company member s membership through retirement, removal, resignation or otherwise. the Board may, if in its opinion it is appropriate to do so, request that a School Company member resign their Category F membership of the School Company. (i) (j) any Member, Fellow or Trustee who is able to attend regularly the meetings of the School Company shall be eligible for appointment as a School Company member. a Category F School Company member is to conduct himself or herself as a representative of the Foundation, taking into account clause 46.3 of the constitution of the School Company which provides that School Company members have a responsibility and a right to inform their appointing entity or body as to the financial and operational performance of the School The financial and operating policy decisions of the Foundation will be made in accordance with this Constitution. Although this Constitution necessarily recognises and provides for a relationship with the School Company and the School Board, the Board of the Foundation is solely responsible for making and implementing financial and operating policy decisions of the Foundation. PROCEEDINGS OF BOARD 27. BOARD MEETINGS The Chair or the Deputy Chair may convene a meeting of the Board at any time upon such notice to the Directors as he or she shall think fit The Chairman of the School Board (or his nominee appointed by him from time to time) and the Headmaster shall be entitled to attend (and be given notice of) every meeting of the Board and of any Board committee appointed under clause 33. When present they shall be entitled to speak on any matter but shall not be entitled to vote unless otherwise qualified in accordance with this Constitution It is not necessary to give notice of a meeting of the Board to an Australian resident whom the Secretary, when giving notice to the other Directors, reasonably believes to be temporarily outside Australia

20 27.4. Subject to the Corporations Act, a Board meeting may be held by the Directors communicating with each other by any technological means by which they are able simultaneously to hear each other and to participate in discussion The Directors need not all be physically present in the same place for a Board meeting to be held Subject to clause 30, a Director who participates in a meeting held in accordance with this Constitution is taken to be present and entitled to vote at the meeting Clauses 27.4 to 27.5 apply to meetings of Board committees as if all committee members were Directors The Directors may meet together, adjourn and regulate their meetings as they think fit A quorum is 5 Directors or such greater number as determined by the Board Where a quorum cannot be established for the consideration of a particular matter at a meeting of the Board, the Chair may call a general meeting to deal with the matter Notice of a meeting of the Board may be given in writing, or the meeting may be otherwise called using any technology consented to by all the Directors. 28. DECISION ON QUESTIONS Subject to this Constitution, questions arising at a meeting of Board are to be decided by a majority of votes of the Directors present and voting and, subject to clause 30, each Director has one vote The chair of a Board meeting has a casting vote in addition to his or her deliberative vote. PAYMENTS TO DIRECTORS 29. PAYMENTS TO DIRECTORS The Foundation 6 : must not pay fees to its Directors; and all other payments the Foundation makes to Directors require Board approval Without limiting the generality of clause 29.1, no payment will be made to any Director other than payment: of out of pocket expenses incurred by the Director in the performance of any duty as a Director of the Foundation where the amount payable does not exceed an amount previously approved by the Board; for any service rendered to the Foundation by the Director in a professional or technical capacity, other than in the capacity as Director, where the provision of the service has the prior approval of the Board and where the amount payable is approved by the Board and is not more than an amount which commercially would be reasonable payment for the service; 6 These prohibitions and requirements are designed to meet the condition in section 150(1) of the Corporations Act as at the date of adoption of this Constitution in

21 (d) of any salary or wage due to the Director as an employee of the Foundation where the terms of employment have been approved by the Board; and relating to an indemnity in favour of the Director and permitted by section 199A of the Corporations Act or a contract of insurance permitted by section 199B, in each case as approved by the Board. 30. DIRECTORS' INTERESTS No contract made by a Director with the Foundation and no contract or arrangement entered into by or on behalf of the Foundation in which any Director may be in any way interested is avoided or rendered voidable merely because of the Director holding office as a director or because of the fiduciary obligations arising out of that office No Director contracting with or being interested in any arrangement involving the Foundation is liable to account to the Foundation for any profit realised by or under any such contract or arrangement merely because of the Director holding office as a director or because of the fiduciary obligations arising out of that office A Director is not disqualified merely because of being a Director from contracting with the Foundation in any respect Subject to clause 29, a Director or a body or entity in which a Director has a direct or indirect interest may: enter into any agreement or arrangement with the Foundation; hold any office or place of profit other than as Auditor in the Foundation; and act in a professional capacity other than as Auditor for the Foundation, and the Director or the body or entity can receive and keep beneficially any remuneration, profits or benefits under any agreement or arrangement with the Foundation or from holding an office or place of profit in or acting in a professional capacity with the Foundation As and to the extent required by the Corporations Act, which shall be taken to apply to the Foundation despite section 111L of the Corporations Act, a Director who has a material personal interest in a matter that relates to the affairs of the Foundation must give the other Directors notice of the interest A Director may be or become a director or other officer of, or otherwise interested in, any related body corporate or any other body corporate promoted by the Foundation or in which the Foundation may be interested as a vendor, shareholder or otherwise and is not accountable to the Foundation for any remuneration or other benefits received by the Director as a director or officer of, or from having an interest in, that body corporate. 31. REMAINING DIRECTORS The Directors may act even if there are vacancies on the Board If the number of Directors is not sufficient to constitute a quorum at a Board meeting, the Directors may act only to cause Director s offices to be filled as provided in clause

22 32. CHAIR Subject to clause 32.2, the Chair will sit as chair of Board meetings If the Chair is not present at any Board meeting within ten minutes after the time appointed for the meeting to begin, the Directors present must elect a Director to be chair of the meeting The Board may ask the Deputy Chair to act as chair in the Chair's absence. 33. DELEGATION The Board may, in accordance with section 198D of the Corporations Act, delegate any of its powers, other than those which by law must be dealt with by the Board as a board, to a committee or committees or as otherwise permitted by section 198D of the Corporations Act The Board may at any time revoke any delegation of power to a committee or other delegate At least one member of each committee must be a Director A committee must exercise its powers in accordance with any directions of the Board and a power exercised in that way is taken to have been exercised by the Board A committee may be authorised by the Board to sub-delegate all or any of the powers for the time being vested in it Meetings or resolution of any committee of the Board will be governed by the provisions of this Constitution which deal with Board meetings and resolutions (including clause 34) so far as they are applicable and are not inconsistent with any directions of the Board. The provisions apply as if each member was a Director. 34. WRITTEN RESOLUTIONS The Directors may pass a resolution without a Board meeting being held if all the Directors entitled to vote on the resolution (other than any Director on leave of absence) assent to a document or message (electronic transmission) from the Secretary containing a statement that they are in favour of the resolution set out in the document or message. The resolution is passed when the last Director assents For the purposes of clause 34.1, a Director may assent in the form of a facsimile or electronic transmission or other form of writing This clause applies to meetings of Board committees as if all members of the committee were Directors Any resolution passed in accordance with clause 34.1 must be put to the next Board meeting for ratification. 35. VALIDITY OF ACTS OF DIRECTORS If it is discovered that: there was a defect in the appointment of a person as a Director or member of a Board committee; or a person appointed to one of those positions was disqualified,

23 all acts of the Board or the Board committee before the discovery was made are as valid as if the person had been duly appointed and was not disqualified. 36. MINUTES AND REGISTERS The Board must cause minutes to be made of: the names of the Directors present at all Board meetings and meetings of Board committees; all proceedings and resolutions of general meetings, Board meetings and meetings of Board committees; all resolutions passed by Board in accordance with clause 34; (d) (e) all orders made by the Board and Board committees; and all disclosures of interests made under or relating to clauses 29 or 30 or under sections 191 or 192 of the Corporations Act Minutes must be signed by the chair of the meeting or by the chair of the next meeting of the relevant body The School Board is entitled to inspect all minutes referred to in clause The Foundation must keep all registers required by this Constitution and the Corporations Act. SECRETARY 37. SECRETARY There must be at least one secretary of the Foundation appointed by the Board for a term and at remuneration and on conditions determined by them. The School s Bursar or Business Manager or any other employee, or any Director or Voting Member, may be a Secretary A Secretary is entitled to attend and be heard on any matter at all Board and general meetings The Board may, subject to the terms of the Secretary's employment contract, suspend, remove or dismiss the Secretary. SEALS 38. COMMON SEAL If the Foundation has a Seal: the Board must provide for the safe custody of the Seal; the Seal must not be used without the authority of the Board or a Board committee authorised to use the Seal; every document to which the Seal is affixed must be signed by a Director and be countersigned by another Director, the Secretary or another person appointed by the Board to countersign the document If the Foundation has a Seal, the Foundation may execute a document if the Seal is affixed to the document in accordance with clause The Foundation may execute