Attachment 3 - Charitable Status Documents

            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;

 Constitution of
 Trustees of Edmund Rice Education Australia Adopted by TEREA AGM 22 June 2021     Page 9 of 16