Attachment 3 - Charitable Status Documents

            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
 Constitution of
 Trustees of Edmund Rice Education Australia Adopted by TEREA AGM 22 June 2021     Page 14 of 16