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Attachment 3 - Charitable Status Documents
ATTACHMENT 3 Charitable Status Documents VY) dX @ CONVERGENT247
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fisy: somcnmme | ABN Lookup We are doing planned system maintenance from Saturday, 23 November 2024 08:00 pm to Sunday, 24 November 2024 09:00 am (AEST). During this time, the ABN refresh service will be unavailable. Users may experience delays with their ABN's appearing on the Lookup services. We apologize for any inconvenience and appreciate your understanding. Current details for ABN 96 372 268 340 ABN details Entity name: TRUSTEES OF EDMUND RICE EDUCATION AUSTRALIA ABN status: Active from 01 Jul 2012 Entity type: Other Incorporated Entity Goods & Services Tax (GST): Registered from 01 Jul 2012 Main business location: VIC 3004 Australian Charities and Not-for-profits Commission (ACNC) TRUSTEES OF EDMUND RICE EDUCATION AUSTRALIA is registered with the Australian Charities and Not-for- profits Commission (ACNC) & as follows: ACNC registration From Registered as a charity view ACNC registration @ 03 Dec 2012 Business name(s) Business name From Hemmant Flexible Learning Centre & 12 Mar 2022 Geraldton Flexible Learning Centre & 02 Jul 2021 Edmund Rice Flexi School & 04 Feb 2021 Oscar Romero Flexi Schools Network & 04 Feb 2021 St Laurence Flexible Learning Centre & 22 Oct 2020 Pambula Beach Flexible Learning Centre & 25 Aug 2020 Edmund Rice Education Australia Flexible Schools Networks & 20 May 2020 MARY RICE ELC & 18 Feb 2020 AQUINAS COLLEGE, PERTH & 12 Aug 2019 ROCKHAMPTON FLEXIBLE LEARNING CENTRE & 01 Aug 2019 SOUTHPORT FLEXIBLE LEARNING CENTRE & 01 Aug 2019 WOLLEMI FLEXI SCHOOLS NETWORK & 01 Aug 2019 Marlene Moore Flexi Schools Network & 28 Mar 2019 St Francis Flexible Learning Centre © 02 Jan 2018
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St Joseph's Catholic Flexible Learning Centre © 02 Jan 2018 St Joseph's Flexible Learning Centre © 02 Jan 2018 St Mary's Flexible Learning Centre & 02 Jan 2018 Wollongong Flexible Learning Centre & 02 Jan 2018 St. Patrick's College, Shorncliffe 15 Dec 2017 Nudgee College Bingo © 24 Nov 2016 Ambrose Treacy College & 31 Aug 2016 Albert Park Flexible Learning Centre & 10 Aug 2016 Centre Education Programme & 10 Aug 2016 Deception Bay Flexible Learning Centre & 10 Aug 2016 Edmund Rice Education Australia & 10 Aug 2016 Flexible Accredited Meaningful Engagement Services & 10 Aug 2016 Gympie Flexible Learning Centre @ 10 Aug 2016 Ignatius Park College & 10 Aug 2016 Ipswich Flexible Learning Centre & 10 Aug 2016 Mount Isa Flexible Learning Centre &@ 10 Aug 2016 | NoosaFlexibleLearningCentre © 10 Aug 2016! “ StBrendansCollege@ 10 Aug 2016 St Edmunds College &@ 10 Aug 2016 St Josephs College Gregory Terrace & 10 Aug 2016 St Josephs Nudgee College @ 10 Aug 2016 St Laurences College & 10 Aug 2016 Townsville Flexible Learning Centre @ 10 Aug 2016 Indooroopilly Montessori Children's House & 11 Mar 2015 Charity tax concession status TRUSTEES OF EDMUND RICE EDUCATION AUSTRALIA is a Charity endorsed to access the following tax concessions: Tax concession From GST Concession 01 Jul 2012 Income Tax Exemption 01 Jul 2012 FBT Rebate 01 Jul 2012 Deductible gift recipient status TRUSTEES OF EDMUND RICE EDUCATION AUSTRALIA operates the following funds, authorities or institutions. Gifts to these funds, authorities or institutions may be deductible. Fund, authority or institution name DGR Item From To NUDGEE JUNIOR COLLEGE COLLEGE BUILDING FUND Item 1 25 Sep 2012 (current) ST JAMES COLLEGE BUILDING FUND Item 1 01 Jul 2012 (current) ST EDMUND'S COLLEGE BUILDING FUND Item 1 01 Jul 2012 (current) ST BRENDAN'S COLLEGE BUILDING FUND Item 1 01 Jul 2012 (current) IGNATIUS PARK COLLEGE BUILDING FUND Item 1 01 Jul 2012 (current)
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OQ Important Please read Deductible Gift Recipient (DGR) information before making a gift. ABN last updated: 28 Jun 2024 Record extracted: 20 Nov 2024 Disclaimer The Registrar makes every reasonable effort to maintain current and accurate information on this site. The Commissioner of Taxation advises that if you use ABN Lookup for information about another entity for taxation purposes and that information turns out to be incorrect, in certain circumstances you will be protected from liability. For more information see disclaimer. Warning Statement If you use ABN Lookup for information about a person or entity that provides financial or investment products or advice, make sure they have an Australian Financial Services (AFS) licence. You can check licenced professional registers here.
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Edmund Rice Education Australia Qo Charity is registered. Qo Charity reporting is up to date. register page contains the Group Annual Information Statement and Annual Financial Report (if applicable), for all reporting periods that © This charity is (or was previously) in the ACNC approved reporting group Edmund Rice Education Australia ACNC GROUP. The group this charity was a member of that group. Charity details ABN: 96372268340 Address: PO Box 91 Richmond Melbourne VIC, 3121, AUSTRALIA Email: [email protected] Address For Service email: [email protected] Charity Size: Large Who the charity helps: Aboriginal and Torres Strait Islander people Children - aged 6 to under 15 Early childhood - aged under 6 Females Males Migrants, refugees or asylum seekers Other charities People with disabilities Youth - 15 to under 25 Date established: 31 December 2011 Last reported: 27 June 2018 Next report due: Invalid Date Financial year end: 31/12 Summary of activities Providing Governance and Support to our network of schools and related entities. Our schools are independent non-government school which aims to create a caring environment where holistic education is evident within the Catholic tradition and the spirit of Edmund Rice, the founder of the Christian Brothers. Where the charity operates States: Australian Capital Territory New South Wales Northern Territory Queensland South Australia Tasmania Victoria Western Australia
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Countries: India Kenya South Africa Department of Education (DoE) Note: This charity is a non-government school that has an option to participate in a transitional reporting arrangement with the DoE. If the charity selects this option, DoE will collect the financial information on behalf of the ACNC. The financial information will be published to the ACNC Charity Register later. More information can be found at acnc.gov.au/nongovschools. Using the information on the Register Information on the Charity Register has been provided to the ACNC by charities. If information is not shown, this may be because it has not yet been provided. The ACNC may also approve information be withheld from the Charity Register in certain circumstances. Read more about information on the Charity Register. People Responsible people The role of a 'Responsible Person’ is an important one for registered charities. Generally, a charity's Responsible People are its board or committee members, or trustees. Beth Gilligan Role: Board Member Associated charities > David Penny Role: Board Member Associated charities > | Ellich Stephen Role: Board Member Associated charities ? Kieran McCarthy Role: Board Member Associated charities ? | Liam Smith Role: Secretary Associated charities > | Michael Slattery Associated charities ?
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Peter Turner Role: Board Member Associated charities Stephen Brown Role: Deputy Chairperson Associated charities Documents Annual reporting Title Annual Information Statement 2025 Financial Report 2025 Annual Information Statement 2024 Financial Report 2024 Annual Information Statement 2023 Financial Report 2023 Annual Information Statement 2022 Financial Report 2022 Annual Information Statement 2021 Financial Report 2021 Annual Information Statement 2020 Financial Report 2020 Annual Information Statement 2019 Financial Report 2019 Annual Information Statement 2018 Financial Report 2018 Annual Information Statement 2017 Financial Report 2017 Annual Information Statement 2016 Financial Report 2016 Annual Information Statement 2015 Financial Report 2015 Annual Information Statement 2014 Financial Report 2014 Annual Information Statement 2013 Financial Report 2013 Documents Due date No due date No due date No due date No due date No due date No due date No due date No due date No due date No due date No due date No due date No due date No due date No due date No due date No due date No due date No due date No due date No due date No due date 30 June 2015 No due date 30 June 2014 No due date Date received Not required - group Not required - group Not required - group Not required - group Not required - group Not required - group Not required - group Not required - group Not required - group Not required - group Not required - group Not required - group Not required - group Not required - group Not required - group Not required - group 27 June 2018 27 June 2018 Not required - group Not required - group 27 June 2016 Not required - group 1 August 2015 Not required - group 15 October 2014 Not required - group Download View AIS Download View AIS View AIS View AIS
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Title Date Governing Document 27 June 2024 History The charity's subtype history Purpose Advancing religion 2012 Advancement of religion Registration status history Effective date 2 December 2012 Reporting year Start date 31 December 2013 2 December 2012 Status Registered Download Download End date 30 December 2013
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2013 No 41 Cer yp New South Wales Roman Catholic Church Communities’ Lands Amendment (Edmund Rice Education Australia) Proclamation 2013 under the Roman Catholic Church Communities’ Lands Act 1942 MARIE BASHIR, Governor I, Professor Marie Bashir AC, CVO, Governor of the State of New South Wales, with the advice of the Executive Council, and in pursuance of section 2 (2) of the Roman Catholic Church Communities’ Lands Act 1942, make the following Proclamation. Signed and sealed at Sydney, this 6th day of February 2013. By Her Excellency’s Command, GREG SMITH, MP Attorney General GOD SAVE THE QUEEN! Explanatory note Schedule 2 to the Roman Catholic Church Communities’ Lands Act 1942 contains canonical and corporate names of certain Roman Catholic orders, congregations, communities, associations and societies. By virtue of being listed in that Schedule, each organisation is a community as defined in the Act and, by virtue of the Act, the trustees of the community land for each community become a body corporate and acquire the powers conferred by the Act in relation to property held by them. The object of this Proclamation is to add Edmund Rice Education Australia and the corporate name of the trustees of that community to Schedule 2 to the Act. Published LW 8 February 2013 Page 1
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2013 No 41 Roman Catholic Church Communities’ Lands Amendment (Edmund Rice Clause 1 Education Australia) Proclamation 2013 Roman Catholic Church Communities’ Lands Amendment (Edmund Rice Education Australia) Proclamation 2013 under the Roman Catholic Church Communities’ Lands Act 1942 1 Name of Proclamation This Proclamation is the Roman Catholic Church Communities’ Lands Amendment (Edmund Rice Education Australia) Proclamation 2013. 2 Commencement This Proclamation commences on the day on which it is published on the NSW legislation website. 3 Amendment of Roman Catholic Church Communities’ Lands Act 1942 jo 23 Schedule 2 Insert at the end of Schedule 2 in Columns 1 and 2, respectively: Edmund Rice Education Australia Trustees of Edmund Rice Education Australia Page 2
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VERSION CONTROL
Version Date Author Changes
20 September 2012 Paul Oakley Original approved version
August 2020 Paul Linossier In tracker in Council EO files.
2 September 2020 Paul Oakley/ Version approved by Council September 2020 for
Graham Goerke sending to VRQA
7 May 2021 Moores In tracker in Council EO files.
24 May 2021 Graham Goerke Minor change. Endorsed and sent to Rome for approval
21 June 2021 Graham Goerke / Inclusion of ‘the Association’ in Clause 8.
Moores
22 June2021 Adopted at TEREA AGM 22 June 2021
Constitution
Trustees of
Edmund Rice Education Australia
MOORES
Level 1, 5 Burwood Road
HAWTHORN VIC 3122
Tel: (03) 9843 2100
Fax: (03) 9743 2102
Ref: RLS/200786
Moores Legal Pty Ltd
ACN 005 412 8
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TABLE OF CONTENTS
1. Preamble .............................................................................................................. 4
2. Name of the Association ....................................................................................... 4
3. Definitions and interpretation ................................................................................ 4
4. Principal Purpose of the Association..................................................................... 6
4.1 Principal Purpose .................................................................................... 6
4.2 Furthering the Principal Purpose ........................................................... 6
5. Not-for-profit ......................................................................................................... 7
6. Council ................................................................................................................. 7
6.1 Role of the Council .................................................................................. 7
6.2 Council Composition............................................................................... 8
6.3 Convening General Meetings ................................................................. 8
6.4 Adjournment ............................................................................................ 8
6.5 Quorum .................................................................................................... 8
6.6 Voting ....................................................................................................... 9
6.7 Circulated Resolutions............................................................................ 9
6.8 The Council's Reserve Powers ............................................................... 9
7. The Board ........................................................................................................... 10
7.1 Role and Powers of the Board .............................................................. 10
7.2 Appointment of Board Members .......................................................... 10
7.3 Office bearers ........................................................................................ 11
7.4 Removal of Board Members ................................................................. 11
7.5 Ceasing to be a Board Member ............................................................ 11
7.6 Appointment of attorneys ..................................................................... 12
7.9 Board meetings ..................................................................................... 13
7.10 Circulated Resolutions.......................................................................... 13
7.11 Delegation .............................................................................................. 14
8. Executive Director............................................................................................... 14
9. Committees ........................................................................................................ 14
10. Indemnity and insurance ..................................................................................... 14
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11. Meeting using technology ................................................................................... 15
12. Notices ............................................................................................................... 15
13. Common Seal ..................................................................................................... 16
14. Records, Accounting and Audit........................................................................... 16
14.1 Accounts and other records of the Association ................................. 16
14.2 Audit ....................................................................................................... 16
14.3 Financial statements ............................................................................. 16
14.4 Financial instruments............................................................................ 16
15. Winding up .......................................................................................................... 16
16. Amendment of Constitution................................................................................. 17
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Constitution of Trustees of Edmund Rice Education Australia
1. Preamble
(a) Edmund Rice Education Australia is recognised by the Catholic Church as a Public
Juridic Person. The members of the Public Juridic Person are referred to as the Council.
(b) Edmund Rice Education Australia is missioned by the Church to ensure the continuation
of the Charism of Blessed Edmund Rice in school ministry.
(c) Edmund Rice Education Australia carries out its activities in the civil sphere through a
body corporate known as “Trustees of Edmund Rice Education Australia” (the
Association) incorporated under the Roman Catholic Church Communities Lands Act
1942 (NSW) (the Act).
(d) The objects of the Association include the operation and conduct of educational bodies,
known in Australia as Catholic Schools in the Edmund Rice tradition.
(e) Under canon law, the Association is governed by the Statutes. The members of Council
are the canonical stewards of the Association, responsible for ensuring the Association
acts in accordance with the beliefs, teaching, discipline and canonical laws of the
Church and that the Association’s property administration is consistent with Canon Law.
(f) The Statutes empower the Council to prepare and approve a Constitution for the
Association. The Council has adopted this Constitution for the Association, establishing
the Board as the governing body of the Association’s Educational Bodies.
2. Name of the Association
The name of the Association is "Trustees of Edmund Rice Education Australia" (the
Association).
3. Definitions and interpretation
(a) In this Constitution the following definitions apply:
ACNC Legislation means the Australian Charities and Not-for-profits Commission Act
2012 (Cth) and the Australian Charities and Not-for-profits Commission (Consequential
and Transitional) Act 2012 (Cth).
The Act means the Roman Catholic Church Communities Lands Act 1942 (NSW)
Association means the statutory corporation called Trustees of Edmund Rice
Education Australia.
Board means the persons for the time being constituting the Board of the Association.
Board Member means a member from time to time of the Board.
Canon Law means the universal law of the Church in the 1983 Code of Canon Law
and universal legislation as well as particular and proper law enacted by the competent
ecclesiastical authority and Canonical has a corresponding meaning.
Catholic School means a school conducted in accord with the mission of the Church
and Canon Law.
Chair means the Board Member holding for the time being the office of Chair of the
Board.
Charter means the articulation of the mission of a Catholic School in the Edmund Rice
tradition.
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Church means the Roman Catholic Church.
Congregation Leader means the Congregation Leader of the Catholic religious
institute known as the Congregation of Christian Brothers (previously known as the
Brothers of the Christian Schools of Ireland) founded by Blessed Edmund Rice in
Ireland in 1802.
Committee Member means a member of a Committee established by the Board.
Corporations Act means the Corporations Act 2001 as amended and any statutory
modification or re-enactment of it.
Council means the members of the Association appointed by the Congregation Leader
with the consent of his Council.
Councillor means a member from time to time of the Council.
Deputy Chair means the Board Member holding the office of Deputy Chair of the
Board.
Deputy President means the Councillor holding the office of Deputy President of the
Association.
Early Learning Centre means:
(a) in respect of Educational Bodies located in Victoria:
(i) a not-for-profit approved education and care service (within the meaning of
the Education and Care Services National Law Act 2010 (Vic));
(ii) which provides education and care to children, including a three or four year
old kindergarten program; and
(iii) that operates as a feeder for enrolments to a School located in Victoria; and
(b) in respect of Educational Bodies located outside Victoria, a not-for-profit approved
education and care service which provides education and care to children
including children younger than the minimum compulsory school age.
Educational Body means a School or Early Learning Centre owned, governed,
managed and conducted by the Association and Educational Bodies has the
corresponding meaning.
EREA means Edmund Rice Education Australia being a public juridic person of
Pontifical right constituted upon the petition of the Congregation Leader and approved
by the Holy See.
Executive Director means the person appointed by the Board pursuant to clause 8.
Financial Plan means the documents establishing, from time to time, the current and
future financial forecasts, including the budget and proposed loans and borrowings of
the Association in accordance with good governance practices.
Financial Year means the year ending on the 31st December.
Formation means the response through baptism to nurturing spirituality, mission and
ministry within the context of EREA.
Foundations means the statement of the elements which underpin the continuance of
the charism of Edmund Rice in school ministry as Church mission.
Holy See means the central government of the Church.
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Oceania Province means the province known as Oceania Province of the Religious
Institute and includes any civil law constituted entity for the purposes of conducting the
business of the province.
President means the person holding for the time being the office of President of the
Association.
Principal Purpose means the purpose set out at clause 4.1.
Renewal means the statement which defines and guides the process for authentication
of a school as a Catholic School in the Edmund Rice tradition.
Rule means a rule of this Constitution.
School means an Educational Body providing education to individuals of compulsory
school age or older during normal school hours.
Statutes means the canonical statutes under Canon Law for EREA.
Strategic Plan means the document establishing, from time to time, the intended
strategic directions of the Association having regard to its capabilities, its strengths, its
challenges, its opportunities and the risks that may occur in the effective and efficient
operation of the Association and which includes the Financial Plan.
Tax Act means the Income Tax Assessment Act 1997 as amended and any statutory
modification or re-enactment of it.
Treasurer means the Councillor holding for the time being the office of Treasurer of the
Association.
(b) Unless the context otherwise indicates words importing the singular shall include the
plural and vice versa, words importing a gender shall include other genders and vice
versa and references to a person shall be construed as including reference to an
individual, firm, body corporate or unincorporated association (whether incorporated or
not), trust, government, and statutory authority or agency.
(c) Any reference to legislation is a reference to that Act as modified or amended from time
to time, and includes any regulations made under those Acts, any exemption or
modification to those Acts, and also includes any legislation or regulation which
replaces or supplements those Acts.
4. Principal Purpose of the Association
4.1 Principal Purpose
The Principal Purpose of the Association is to advance Catholic education, including by:
(a) supporting and advancing Catholic education in the Edmund Rice tradition in fulfilment
of the mission of Jesus Christ;
(b) owning, governing, managing and conducting Educational Bodies in accordance with
the Statutes and all relevant legislation; and
(c) providing support, services, direction and leadership to those Educational Bodies.
4.2 Furthering the Principal Purpose
(a) The Association has all the powers given to it by the Act, which it may only exercise:
(i) in furtherance of the Principal Purpose; and
(ii) in accordance with the beliefs, teaching, discipline and canonical laws of the
Church.
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(b) The Association may further the Principal Purpose by (without limitation):
(i) employing principals and other staff in the Educational Bodies;
(ii) owning the assets of the Educational Bodies;
(iii) assisting Educational Bodies with, or managing on behalf of Educational Bodies,
business and compliance activities;
(iv) assisting Educational Bodies to develop curricula and provide ongoing curriculum
management and support;
(v) providing Educational Bodies with access to resources, development
opportunities, support services and similar operational support; and
(vi) such further ancillary means and activities, as in the opinion of the Association,
further the Principal Purpose.
5. Not-for-profit
(a) The income and property of the Association must be applied solely towards the
promotion of the Principal Purpose.
(b) No portion of the profits, income or property of the Educational Bodies may be paid or
transferred directly or indirectly to a Councillor or Board Member except where the
Board confirms that all legal and regulatory requirements have been met and approves
a payment:
(i) in return for any services rendered (other than in the capacity of Councillor or
Board Member) or goods supplied at fair and reasonable rates or rates more
favourable to the Association in the ordinary and usual course of business to the
Association; or
(ii) of out of pocket expenses properly incurred in performing a duty as Board Member
or Councillor.
(c) The Association may pay reasonable fees to a Board Member or Councillor for acting
in those capacities but not from the profits, income or property of the Educational
Bodies.
(d) If the Association closes a School, any surplus assets of the School remaining after
payment of the School’s liabilities must be:
(i) used by the Association to provide education services to school-age children or
for other not-for-profit purposes; or
(ii) given to a not-for-profit entity operating within Australia that provides education
services to school-age children or that has similar purposes to the Association.
6. Council
6.1 Role of the Council
(a) The members of the Council are the canonical stewards of the Association.
(b) In addition to exercising the rights and responsibilities set out in this Constitution,
Council is responsible for ensuring that the Association acts in accordance with the
beliefs, teaching, discipline and canonical laws of the Church and that the Association’s
property administration is consistent with Canon Law and the Principal Purpose.
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6.2 Council Composition
(a) The Council comprises the members of EREA appointed pursuant to the Statutes from
time to time.
(b) The Council must appoint a Council President, Deputy President and Treasurer by
majority resolution.
(c) The Council President, Deputy President and Treasurer may be removed by majority
resolution.
(d) If the position of President becomes vacant during a term of appointment, the Deputy
President will assume the role of President until the Council appoints a new President.
(e) If the President is absent or unable or unwilling to act, the Deputy President will act in
the place of the President.
6.3 Convening General Meetings
(a) A General Meeting of the Council may be convened by the Council President at any
time or at the request of the Board.
(b) 21 days’ notice of General Meetings must be given to Councillors (excluding the day on
which the notice is served or deemed to be served and the day of the meeting). Council
may waive this requirement by unanimous resolution.
(c) The notice of General Meeting must state the place, day and the hour of meeting and
where there is special business the general nature of that business.
(d) An Annual General Meeting of the Council must be held within six (6) months after the
expiration of each Financial Year.
(e) The business of an Annual General Meeting may include the following, even if not
referred to in the notice of meeting:
(i) consideration of the audited annual financial accounts;
(ii) appointment or removal of Board Members;
(iii) appointment, removal and remuneration of the Auditor;
(iv) report of the President;
(v) Report of the Chair, which must include a finance report and a particular report as
to how the operation of the Association has been consistent with the Statutes and
achieved the carrying on of the ministry of Catholic education.
(f) Any other business, at an Annual General Meeting or a General Meeting, shall be
considered to be special business.
6.4 Adjournment
(a) The President may, with the consent of the Councillors present (and must if so directed
by the Councillors present), adjourn a General Meeting.
(b) No business may be transacted at any adjourned meeting other than the business left
unfinished at the original meeting.
(c) If a meeting is adjourned for thirty days or more, notice of the adjourned meeting must
be given as in the case of an original meeting. Otherwise it is not necessary to give
notice of an adjournment or the business to be transacted at an adjourned meeting.
6.5 Quorum
(a) No business shall be transacted at any General Meeting unless a quorum of Councillors
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is present. A quorum is four (4) Councillors.
(b) If a quorum is not present within 30 minutes of the commencement time, the meeting
shall stand adjourned to the same day, time and place in the following week (or to such
other day and at such other time and place as the President may determine).
(c) If at the adjourned meeting a quorum is not present within 30 minutes of the
commencement time, the meeting is dissolved.
6.6 Voting
(a) Subject to this Constitution, the Council must endeavour to resolve matters arising at
any General Meeting by consensus after discernment. However if the matter is put to
the vote, it must be decided:
(i) on a show of hands; and
(ii) by majority vote (unless otherwise specified under clause 6.8 or clause 16).
(b) A declaration by the President is conclusive evidence of the result of a vote by show of
hands, provided that the declaration reflects the show of hands.
(c) Neither the President nor the minutes need state the number or proportion of the votes
recorded in favour or against the resolution (unless the vote relates to a matter specified
under clause 6.8 or clause 16).
6.7 Circulated Resolutions
The Council may pass a resolution otherwise required or permitted to be passed at General
Meetings without the General Meeting being held if all the Councillors who are entitled to vote
on the resolution respond saying that they are in favour, as follows:
(a) The wording of the resolution may be circulated by mail, email or other form of electronic
transmission;
(b) Councillors may respond by:
(i) signing and returning a copy of the posted document; or
(ii) responding by email or other form of electronic transmission including the wording
of the resolution;
stating whether or not the Councillor is in favour;
(c) Provided all Councillors are in favour, the resolution is passed when the last Councillor
responds.
6.8 The Council's Reserve Powers
(a) In addition to any other approvals required under this Constitution, the approval of four
fifths of the Council (which may be communicated by the President) must be obtained
before any Board decision takes effect to:
(i) amend the Charter, Formation, Renewal and Foundations documents;
(ii) set or materially change the Strategic Plan or Financial Plan of the Association;
(iii) appoint or remove the Executive Director;
(iv) borrow in excess of the amount set in the Financial Plan or prescribed in the
Delegations of Authority Manual;
(v) sell, lease, mortgage, transfer, assign or encumber any property of the
Association;
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(vi) acquire land or buildings;
(vii) act beyond any limits with respect to capital expenditure or other financial
arrangements set by the Council from time to time or prescribed in the Delegations
of Authority Manual;
(viii) incur expenditure in excess of any Financial Plan approved by the Council;
(ix) consolidate or merge the Association with any other organisation;
(x) cease to operate any Educational Body;
(xi) establish a new Educational Body;
(xii) grant any power of attorney; and
(xiii) end a relationship with a Ministry of the Oceania Province.
(b) Contracts for the purchase of land may only be executed by the Council.
(c) The following actions of the Association also require the approval of the Holy See:
(i) any change to the Principal Purpose;
(ii) the suppression of the Association;
(iii) the sale, lease, mortgage or encumbrance disposition, or other form of alienation
of the stable patrimony of the Association in excess of any amount established by
the Holy See from time to time.
(d) If there is a doubt as to whether a Board decision involves a reserve power under this
clause 6 the ruling of the President shall be final and conclusive.
7. The Board
7.1 Role and Powers of the Board
(a) The Board is the governing body of the Educational Bodies.
(b) The Board must ensure that the Association complies with:
(i) all legal and regulatory requirements of civil law;
(ii) Canon Law; and
(iii) this Constitution.
(c) The Board must govern the Educational Bodies and exercise all powers of the
Association not required by Canon Law or this Constitution to be exercised by the
Council.
(d) All activities of the Educational Bodies are under the direction of, the Board.
(e) Without limiting the generality of clause 7.1(c) but subject always to clause 6.8 and the
terms of this Constitution, the Board may exercise all the powers of the Association to
direct and defend litigation, borrow money, buy and sell property, charge any property
or business of the Association or give any other security for a debt, liability or obligation
of the Association or of any person.
7.2 Appointment of Board Members
(a) The Council appoints the Board Members.
(b) The Board may recommend individuals to the Council for appointment to the Board.
(c) There must be at least 5 and no more than ten Board Members.
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(d) The Board must comprise persons who:
(i) are not Councillors;
(ii) are not employees of the Association;
(iii) have suitable qualifications and experience;
(iv) are considered by the Council to be competent to participate in the continuation
of the charism of Blessed Edmund Rice in school ministry as Church Mission and
Catholic education;
(v) are not ineligible to be:
(A) a director under the Corporations Act; or
(B) a responsible person under the ACNC legislation; and
(vi) are “fit and proper persons” (or any equivalent requirement) for the purpose of any
law pertaining to Educational Bodies.
(e) Board Members may be appointed for a term not exceeding 3 years.
(f) Board Members are eligible for re-appointment, provided that a Board Member must
not serve continuously for more than ten (10) consecutive years.
7.3 Office bearers
(a) The Council will appoint the Chair and Deputy Chair (office bearers) following
discussion with the Board.
(b) Office bearers may be appointed for a term not exceeding 3 years. Office bearers are
eligible for re-appointment.
(c) If the position of Chair becomes vacant during their term, the Deputy Chair may assume
the role of Chair until the Council appoints a new Chair.
(d) In the absence of the Chair, the Deputy Chair will act in the place of the Chair.
(e) If the position of Chair or Deputy Chair becomes vacant the Council must endeavour to
appoint a replacement within twenty eight (28) days of the vacancy occurring.
(f) Office bearers may be removed from office prior to completion of their term by the
Council.
(g) The position of an office bearer will become vacant if they cease to be a Board Member.
7.4 Removal of Board Members
(a) The Council may remove a Board Member by written notice signed by the President to
the individual and the Board, stating that (as at the date stated on the notice) the
individual is no longer a Board Member.
(b) The Board may resolve to request that the Council removes a Board Member.
(c) A Board Member who is the subject of a proposed resolution under clause 7.4(b) is
entitled to make an oral and/or written submission to the Board Meeting at which the
resolution is considered. If the Board resolves to make the request, a copy of any written
submission by the Board Member must be given to the Council together with the
request.
7.5 Ceasing to be a Board Member
(a) A Board Member’s position becomes vacant if the Board Member:
(i) is absent without leave of the Board from three (3) successive Board meetings;
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(ii) resigns by notice in writing to the Chair and the President;
(iii) becomes of unsound mind or a person whose person or estate is liable to be dealt
with in any way under the law relating to mental health;
(iv) fails to declare a material interest (whether direct or indirect) in any contract or
proposed contract with the Association;
(v) completes their term and are not re-appointed;
(vi) is removed pursuant to clause 7.4; or
(vii) cease to meet the eligibility requirements set out in clause 7.2.
7.6 Appointment of attorneys
(a) The Board may, by power of attorney, appoint any person or persons to be the attorney
or attorneys of the Association for such purposes with such powers, authorities and
discretions (being powers, authorities and discretions vested in or exercisable by the
Board) for such period and subject to such conditions as the Board thinks fit.
(b) Any such power of attorney may contain provisions for the protection and convenience
of persons dealing with the attorney as the Board thinks fit.
7.7 Conflicts of interest
(a) A Board Member must disclose the nature and extent of any perceived or actual
material conflict of interest to the other Board Members (or the Councillors if the other
Board Members share that conflict).
(b) A Board Member who has a material personal interest in a matter that is being
considered by the Board:
(i) must not be present while the matter is being considered at a Board meeting; or
(ii) vote on the matter;
unless permitted by clause 7.7(c).
(c) Provided the Board approves and it is permitted by law, a Board Member may be
present or vote if:
(i) the interest relates to an insurance contract that insures, or would insure, the
Board Member against liabilities that the Board Member incurs as an officer of the
Association;
(ii) the interest relates to any payment by the Association under clause 10 in respect
of an indemnity or any contract relating to such an indemnity;
(iii) the interest relates to a contract the Association is proposing to enter into that:
(A) is subject to approval by the Council; and
(B) will not impose any obligation on the Association if it is not approved by the
Council; or
(iv) the Board Members who do not have a material personal interest in the matter
pass a resolution that:
(A) identifies the Board Member, the nature and extent of the Board Member's
interest in the matter and how it relates to the affairs of the Association; and
(B) states that those Board Members are satisfied that the interest should not
stop the Board Member from voting or being present.
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7.8 Permissible conduct
Provided a Board Member complies with clause 7.7 and the conduct is otherwise permitted
by law, they may:
(a) hold any office or place of profit in any other entity promoted by the Association or in
which it has an interest of any kind;
(b) enter into a contract or arrangement with the Association;
(c) act in a professional capacity (or be a member of a firm which acts in a professional
capacity) for the Association, except as auditor;
(d) sign or participate in the execution of a document by or on behalf of the Association;
and
(e) do any of the above despite the fiduciary relationship of the Board Member’s office:
(i) without any liability to account to the Association for any direct or indirect benefit
accruing to the Board Member; and
(ii) without affecting the validity of any contract or arrangement.
7.9 Board meetings
(a) The Board must meet together at least 6 times a year.
(b) The Chair may at any time (and must, on the requisition of 3 Board Members) convene
a meeting of the Board.
(c) A quorum for a Board meeting is a majority of Board Members. No business may be
transacted at any Board meeting unless a quorum is present.
(d) The Chair or a majority of the Board Members may request the attendance at any
meeting of the Board of any person who in their opinion may be able to assist the Board
in any matter under consideration.
(e) Board meeting minutes must be kept and signed as a true record of proceedings by the
Chair following approval at the subsequent Board meeting.
(f) The Board must provide a copy of all Board meeting minutes to the Council.
(g) Subject to this Constitution, the Board must endeavour to resolve matters arising at any
meeting of the Board by consensus after discernment. However if the matter is put to
the vote, it must be decided by a majority of votes of Board Members present.
(h) In the case of an equality of votes the chair of the meeting shall not have a second or
casting vote.
7.10 Circulated Resolutions
The Board may pass a resolution outside of a Board Meeting if all the Board Members who
are entitled to vote on the resolution respond saying that they are in favour of the resolution,
as follows:
(a) The wording of the resolution may be circulated by mail, email or other form of electronic
transmission;
(b) Board Members may respond by:
(i) signing and returning a copy of the posted document; or
(ii) responding by email or other form of electronic transmission including the wording
of the resolution;
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stating whether or not the Board Member is in favour;
(c) Provided all Board Members are in favour, the resolution is passed when the last Board
Member responds.
7.11 Delegation
(a) The Board may delegate all or any of its powers and functions (other than those which
by law must be dealt with directly by the Board) to:
(i) one or more Board Members;
(ii) a Committee;
(iii) the Executive Director;
(iv) a Principal of an Educational Body; or
(v) any other person.
(b) The Board may revoke or vary any delegation.
(c) A delegation made under this clause:
(i) may include the power of sub-delegation (if appropriate);
(ii) must be consistent with the Delegations of Authority Manual (as amended by the
Board from time to time);
(iii) must be by instrument of delegation; and
(iv) may be subject to such conditions and/or limitations as to the performance or
exercise of any of the specified functions, powers and authorities delegated or as
to time or other circumstances as may be specified in the resolution, instrument
of delegation or terms of reference.
(d) Notwithstanding any delegation made under this Constitution the Board may continue
to perform or exercise all or any of the functions, powers and authorities delegated.
8. Executive Director
The Board may (subject to clause 6.8) appoint an Executive Director to be responsible for
the day to day management and general administration of the Association and the
Educational Bodies, subject to the Board’s supervision and lawful direction.
9. Committees
(a) The Board may establish Committees.
(b) A Committee may include, or be comprised of, non-Board Members (provided that at
least one Board Member must be appointed to each Committee).
(c) The meetings and proceedings of Committees are:
(i) subject to any terms of reference and/or instrument of delegation prescribed by
the Board; and
(ii) otherwise governed as far as possible by the provisions of this Constitution which
regulate the proceedings of the Board.
10. Indemnity and insurance
(a) The Association must indemnify and keep indemnified any person who is, or at any time
has been, a Councillor, Board Member or Committee Member, against every action or
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suit that shall be brought and maintained for anything done or omitted pursuant to the
duties imposed as a Councillor, Board Member or Committee Member, provided that
such indemnity shall not apply in respect of any fraudulent or criminal act or omission
by that individual.
(b) Every officer of the Association will be indemnified out of the property of the Association
against any liability incurred in that capacity to another person other than to the
Association unless the liability arises out of conduct involving a lack of good faith.
(c) A liability in clause 10(a) and 10(b) includes, but is not limited to, any loss, cost or
expense suffered or incurred by the officer, Councillor, Board Member or Committee
Member:
(i) in defending any criminal proceedings in which that person is acquitted;
(ii) in defending any civil proceedings where the person has acted in good faith; and
(iii) in connection with an application in relation to such proceedings, in which the
Court grants relief to that person.
(d) The Association may pay the premiums on any policy of insurance in relation to any
liability of an officer, Councillor, Board Member or Committee Member, to the fullest
extent permitted by law.
11. Meeting using technology
(a) Meetings under this Constitution may be held using telephone, audio-visual link up or
other instantaneous communication medium, or, if consented to by all Councillors,
Board Members or Committee Members (as the case may be), other technology. The
consent may be a standing one. A Councillor, Board Member or Committee Member
may only withdraw their consent within a reasonable period before the meeting.
(b) If a meeting is held using any technology and all the Councillors, Board Members or
Committee Members as the case may be take part in the meeting, they will be treated
as having consented to the use of the technology for that meeting.
(c) The following provisions apply to a meeting by technology:
(i) each of the participants taking part in the meeting must be able to hear and be
heard by each of the other participants taking part in the meeting; and
(ii) at the commencement of the meeting each participant must announce his or her
presence to all the other participants taking part in the meeting.
(d) A participant may not leave a technology meeting by disconnecting the participant’s link
to the meeting unless that participant has previously notified the chair of the meeting.
(e) A participant is conclusively presumed to have been present and to have formed part
of a quorum at all times during a technology meeting unless that participant has
previously obtained the express consent of the chair to leave the meeting.
12. Notices
Without prejudice to any other method of giving notice, it shall be sufficient compliance with
any provision of the Constitution requiring notice to be given if, with observance of the
required time, notice is given:
(a) in a document delivered to the individual in person;
(b) in a pre-paid letter or other document addressed and posted to the individual’s last
known address two (2) days prior to the date by which notice must be given; or
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(c) by electronic mail to the email address supplied by individual to the Association for the
purpose of giving notice to him or her in which case delivery shall be deemed to be
effected when the sender receives acknowledgment of delivery receipt by the individual.
13. Common Seal
(a) The Council shall have the custody of the common seal of the Association, and the form
of such seal and all other matters relating thereto shall be determined at a meeting of
the Association.
(b) The common seal of the Association must only be affixed to any instrument pursuant to
an appropriate resolution passed at a meeting of the Association.
(c) Every instrument to which the common seal is so affixed shall be signed by the
President and by two other Councillors.
14. Records, Accounting and Audit
14.1 Accounts and other records of the Association
(a) The Board must:
(i) ensure that proper financial records are kept in accordance with all legal and
regulatory requirements; and
(ii) ensure that records of its operations are kept; and
(iii) take reasonable steps to ensure that the Association's records are kept safe.
(b) The Association must retain its records for at least seven years.
14.2 Audit
(a) The Council must appoint an auditor (or auditors) for the Association and the
Educational Bodies..
(b) The Association must remunerate any auditor.
(c) Any auditor is entitled to attend any General Meeting and to be heard by the Council on
any business of the meeting that concerns the auditor in their capacity as auditor.
(d) The Association may give any auditor all communications relating to the General
Meeting that the Council are entitled to receive.
14.3 Financial statements
(a) The Board must ensure that financial statements are prepared annually for all
Educational Bodies together with a consolidated set of financial statements for the
Association in accordance with all legal and regulatory requirements.
(b) The accounts as audited in respect of each Financial Year must be forwarded to the
Council within twenty one (21) days of being signed by two Board Members.
14.4 Financial instruments
All cheques, promissory notes, bankers' drafts, bills of exchange and other negotiable
instruments and all receipts for moneys paid to the Association shall be signed, drawn,
accepted, endorsed or otherwise executed as the case may be in such manner as the Board
determines.
15. Winding up
(a) The Association may be wound up in accordance with the Act.
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(b) If upon the winding up or dissolution of the Association there remains, after satisfaction
of all debts and liabilities (and complying with clause 5(d)), any property or financial
assets whatsoever, the same shall not be paid to or distributed amongst the Councillors
but shall be given or transferred to an association or institution nominated in accordance
with the Act which:
(i) is charitable at law; and
(ii) has a similar purpose to the Principal Purpose.
16. Amendment of Constitution
(a) Subject to the Statutes this Constitution may be amended from time to time by the
Council by way of resolution passed by a four-fifths of all Councillors. The consent of
the Congregation Leader is required to vary clauses 6.8 and 16 of this Constitution. The
Board must be advised in writing before any amendment takes effect.
(b) The Council cannot alter the elements referring to or impacting on the role of the Board
without first giving written notice to the Board and allowing the Board a minimum of
fourteen (14) days to respond to the proposal.
(c) The Board may recommend changes to the Constitution to the Council, who must meet
to consider the proposed changes within thirty (30) days of receipt of the
recommendation.
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