Attachment 3 - Charitable Status Documents

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;

 Constitution of
 Trustees of Edmund Rice Education Australia Adopted by TEREA AGM 22 June 2021       Page 13 of 16