Attachment 3 - Charitable Status Documents

            (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.

 Constitution of
 Trustees of Edmund Rice Education Australia Adopted by TEREA AGM 22 June 2021        Page 12 of 16