Attachment 3 - Charitable Status Documents

           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
Constitution of
Trustees of Edmund Rice Education Australia Adopted by TEREA AGM 22 June 2021     Page 15 of 16