Cannon Hill Anglican College Foundation Limited
ACN 092 046 341
Constitution
As adopted by the Members on 2 April 2019
Table of Contents
1 NAME ... 5
2 DEFINITIONS AND INTERPRETATION... 5
2.1
Definitions ... 5
2.2
Interpretation ... 6
3 AIMS AND OBJECTIVES ... 7
4 MEMBERSHIP ... 8
4.1
Members ... 8
4.2
Life Members ... 8
4.3
Ordinary Members ... 8
4.4
Membership not transferable ... 8
5 CONTRIBUTION BY MEMBERS ... 8
6 CESSATION OF MEMBERSHIP ... 9
6.1
Cessation of Membership ... 9
6.2
Continuing rights, liabilities, etc ... 9
7 POWERS ... 9
7.1
Exercise of powers ... 9
8 GENERAL MEETINGS ... 9
8.1
Holding of general meetings ... 9
8.2
Requisition of general meetings ... 9
8.3
Procedure for requisition ... 9
8.4
Meeting does not proceed ... 10
8.5
Convening of general meetings ... 10
8.6
Special resolutions ... 10
8.7
Circular resolutions ... 10
8.8
Circular resolutions by different media ... 10
8.9
Special Business ... 10
9 PROCEEDINGS AT GENERAL MEETINGS ... 11
9.1
Quorum ... 11
9.2
No quorum present ... 11
9.3
Chairman ... 11
9.4
Meeting to be adjourned ... 11
9.5
Notice in case of extended adjournment ... 11
9.6
Voting ... 11
9.7
Poll for election of Chairman or adjournment ... 12
9.8
Chairman to have casting vote ... 12
9.9
Poll not to prevent continuance ... 12
10 VOTE OF MEMBERS ... 12
10.1
Only Members entitled to vote shall vote ... 12
10.2
Membership and vote ... 12
11 DIRECTORS ... 12
11.1
Number of Directors ... 12
11.2
First Directors ... 12
11.3
Directors other than First Directors ... 12
11.4
Period for which Director holds office ... 12
11.5
Appointment to fill casual vacancy ... 13
12 DISQUALIFICATION OF DIRECTORS ... 13
12.1
Disqualifying events ... 13
13 PROCEEDINGS OF DIRECTORS ... 14
13.1
Directors' meetings ... 14
13.2
Method and regulation ... 14
13.3
Quorum ... 14
13.4
President ... 14
13.5
Requisition ... 14
13.6
Notice ... 14
13.7
Adjournment ... 14
13.8
Act notwithstanding vacancy ... 15
13.9
Majority resolves and President to have second or casting vote... 15
13.10
Committees ... 15
13.11
Committee may elect Convenor ... 15
13.12
Committee to self regulate ... 15
13.13
Acts valid notwithstanding defect ... 15
13.14
Minutes ... 15
13.15
Circular resolutions ... 15
14 POWERS OF DIRECTORS ... 16
14.1
General ... 16
14.2
Directors may exercise ... 16
14.3
Directors may effect security over Company assets ... 16
14.4
Attorney ... 16
14.5
Negotiable instruments ... 16
14.6
Minutes ... 17
14.7
Decisions subject to strategic plan and business plan... 17
15 INTERESTED DIRECTORS ... 17
15.1
Interested Directors not disqualified ... 17
15.2
Sufficient disclosure ... 18
15.3
Other office may be held ... 18
16 SECRETARY ... 18
16.1
Appointment ... 18
17 ACCOUNTS AND AUDIT ... 18
17.1
Proper records kept ... 18
17.2
Members to have access ... 18
17.3
Auditor ... 18
18 RESERVES ... 19
18.1
General ... 19
19 NOTICES ... 19
19.1
Form of notices ... 19
19.2
Method and address for giving notices ... 19
19.3
Time of receipt ... 19
20 INDEMNITY ... 20
20.1
Director against liability ... 20
20.2
Payment of insurance ... 20
20.3
Resolution to grant indemnity ... 20
1 NAME
The name of the company is "Cannon Hill Anglican College Foundation Limited".
2 DEFINITIONS AND INTERPRETATION 2.1 Definitions
In this Constitution, unless the context or subject matter otherwise require:
Company means the Company named in paragraph 1 above;
Chairman of the College Council means the person appointed as Chairman of the College Council from time to time or any position created by the College Council in substitution for the position of Chairman;
College means Cannon Hill Anglican College of corner Krupp Road and Junction Road, Cannon Hill, Queensland;
College Council means the Council constituted by or under the auspices of Cannon Hill Anglican College;
College Principal means the person appointed as the College Principal whether full time or acting in that capacity on a casual or part-time basis;
Constitution means those rules for the operation of the Company set forth in this Constitution Agreement and as amended, modified or supplemented from time to time;
Directors means all or any number of the Directors for the time being of the Company acting in accordance with these Rules;
Law means the Corporations Law (as amended, modified or enacted from time to time);
Member means any person whose name appears in the Register as a Member of the Company being a person admitted to membership in accordance with clause 4.3 of this Constitution;
Notice Address means in respect of each Member of director the last address for that person as recorded in the records of the Company;
the office or the Registered office means the registered office for the time being of the Company;
Ordinary Resolution means a resolution passed by a simple majority of Members;
Ordinary Director means a Director who is not the College Principal or the Chairman of the College Council
Chairman of Directors or President means the Director from time to time appointed to that office under clause 13.4;
the Register means the Register of Members of the Company required to be kept by Section 168 of the Law;
Related Body Corporate of a body corporate is a body corporate which is related to that body corporate within the meaning of the Law;
Rules means the clauses of this Constitution as amended, modified or supplemented;
the Secretary means the Secretary and any assistant or acting Secretary and any other person for the time being appointed to perform whether alone or in addition too any other person or persons the duties of the Secretary of the Company;
Special Resolution shall have the meaning assigned to that expression by the Law.
2.2 Interpretation
In the interpretation of this Constitution, unless the context or subject matter otherwise require:
(a) Singular includes plural and vice versa;
(b) Any gender includes every gender;
(c) A reference to a person includes corporations, trusts, associations, partnerships, a government authority, and other legal entities, and where necessary, include successor bodies;
(d) References to writing include printing, typing, facsimile, email and other means of representing or reproducing words, figures, drawings or symbols in a visible and tangible form, in English;
(e) References to signature and signing include due execution of a document by a corporation or other relevant entity;
(f) References to months mean calendar months;
(g) References to statutes include statues amending, consolidating or replacing the statutes referred to and all regulations, orders-in-council, rules, by-laws and ordinances made under those statutes;
(h) References to sections of statutes or terms defined in statutes refer to corresponding sections or defined terms in amended, consolidated or replacement statutes;
(i) Headings and table of contents are used for convenience only and are to be disregarded in the interpretation of this Constitution;
(j) Where any word or phrase is given a defined meaning, another grammatical form of that word or phrase has a corresponding meaning;
(k) Each paragraph or sub-paragraph in a list is to be read independently from the others in the list;
(l) A reference to an agreement or document is to that agreement or document as amended, novated, supplemented or replaced from time to time.
3 AIMS AND OBJECTIVES
The Foundation has, from its inception, and shall be deemed always to have had, the following aims and objectives:
(a) The continuing support of the College by such means that are in accordance with the policies and guidelines of the College Council;
(b) The provision of, but not limited to, financial services for:
(i) the funding of capital works and acquisitions to improve the academic, cultural, sporting and social amenities;
(ii) the preservation, protection, maintenance, provision and improvement of any College building, facility or infrastructure;
(iii) the support of staff positions, particularly of the Foundation itself;
(iv) the support of and provision for scholarships, either current or new;
(v) the encouragement of students, both current and past, in their growth as worthy citizens and worthy representatives of the qualities, values and traditions of the College;
(vi) the preservation, improvement, and development of the standards, ethos and services of the College.
(c) The aim of acting as an ambassador for the College to foster goodwill among Past Students and among the wider community, especially the South-East Business Chamber of Commerce among others and to support all aspects of the activities of the College;
(d) The establishment of specific funds for purposes such as, for example, an Endowment Fund, which would finance scholarships and bursaries to assist in the provision of the best possible education through the College for talented young persons irrespective financial circumstances;
(e) To assist in obtaining philanthropic contributions for specified and identified projects, the upgrading of facilities and other developments;
(f) To building in the long term a corpus of assets, the income of which may be used for a variety of essential educational purposes including scholarships and bursaries;
(g) To ensure that over time the Foundation is able to function as an entity financially self-supporting;
And to do all such things that are necessary or incidental to the achievement of the above aims and objectives.
4 MEMBERSHIP 4.1 Members
The Members of the Company will consist of such persons as are either Life Members or Ordinary Members in accordance with the Constitution.
4.2 Life Members
Life Members are those persons who are nominated as such and determined to be Life Members of the Company by Members in general meeting by a simple majority vote but are not Ordinary Members.
4.3 Ordinary Members
The Ordinary Members are:
(a) those persons who from time to time are members of the College Council;
(b) the College Principal (if that person is not a member of the College Council).
Upon receipt of Notice of Appointment of a person as a Member of the College Council, the Secretary will enter the name of that person in the Register as an Ordinary Member.
4.4 Membership not transferable
Membership of the Company is not transferable whether by operation of law or otherwise and all rights and privileges of membership of the Company cease when the Member stops being be a Member whether by resignation, death, winding up or otherwise.
5 CONTRIBUTION BY MEMBERS
Every Company Member undertakes to contribute to the property of the Company in the event of the same being wound up while he or she is a Member or within one year after he or she ceases to be a Member for payment of the debts and liabilities of the Company (contracted before he or she ceases to be a Member) and of the costs charges and expenses of winding up and for the adjustment of the rights of the contributories among themselves such amount as may be required not exceeding one hundred dollars ($100.00).
6 CESSATION OF MEMBERSHIP 6.1 Cessation of Membership
A Member's Membership of the Company ceases when the Member ceases to be a Member of the College Council or when the Member ceases to be the College Principal (if not a Member of the College Council).
6.2 Continuing rights, liabilities, etc
The termination of a Member's membership does not in any way prejudice, lessen or affect the rights, duties, liabilities and obligations of a Member whether they arise under these Rules or otherwise and are existing at the date of such termination or may arise or crystallise after that date out of or by reason of facts or circumstances occurring or in existence at or before that date and in particular (but not by limitation) such termination shall not relieve a Member from any obligation to pay a contribution referred to in Rule 3.1 which is outstanding at the date of such termination, or which arises within 1 year of that person ceasing to be a Company Member.
7 POWERS
7.1 Exercise of powers
The Company may by resolution or Special Resolution as the Law requires exercise from time to time any power which by the Law a company limited by guarantee may exercise if authorised by its Constitution.
8 GENERAL MEETINGS
8.1 Holding of general meetings
Annual General Meetings of the Company must be held in accordance with the provisions of the Law. All General Meetings other than the Annual General Meeting are called General Meetings. The Company in General Meeting may make such Regulations not inconsistent with the Law or this Constitution to make provision for such matters not otherwise provided for or to provide (by detailed provisions) for the practical application of the Rules contained herein.
8.2 Requisition of general meetings
The Members may, whenever they think fit, and they must upon the requisition of at least five (5) Members, who at the date of the deposit of the requisition have the right to vote at a General Meeting, forthwith proceed to convene a General Meeting of the Company. In the case of such a requisition, the provisions of Sub-Rules 8.3 to 8.5 shall apply.
8.3 Procedure for requisition
The requisition must state the objects of the meeting and must be signed by the requisitionists and deposited at the Registered Office and may consist of several documents in like form each signed by 1 or more requisitionists.
8.4 Meeting does not proceed
If the Members do not proceed within twenty-eight (28) days from the date of the requisition being so deposited to cause a meeting to be held, the requisitionists or a majority of them may themselves convene the meeting but any meeting so convened shall not be held after three (3) months from the date of such deposit.
8.5 Convening of general meetings
Any meeting convened under this Part by the requisitionists shall be convened in the same way (or as nearly as possible) as the way in which general meetings are to be convened by the Members.
8.6 Special resolutions
Where it is proposed to pass a Special Resolution, twenty-eight (28) clear days’ notice, subject to the provisions of Section 249L of the Law, is to be given to the Members specifying the place, day and hour of meeting and in case of special business the general nature of such business shall be given by notice sent by post or otherwise served as hereinafter provided.
8.7 Circular resolutions
A resolution in writing signed by a majority of the Members of the Company will except where a meeting is required to be held by the Law or the Constitution be as valid and effectual as if it had been passed at a meeting of the Members duly convened and held and such resolution may consist of several documents of the like form each signed by 1 or more of the Members.
8.8 Circular resolutions by different media
Any notice in writing addressed to or received by the Company and purporting to be signed or dispatched by a Member will for the purposes of this Rule be deemed to be a writing signed by such Member.
8.9 Special Business
All business transacted at a General Meeting, and at an Annual General Meeting, will be regarded as Special Business, with the exception of the consideration of the Accounts, Balance Sheets, and the report of the Directors and Auditors, and the appointment and fixing of the remuneration of the Auditors.
9 PROCEEDINGS AT GENERAL MEETINGS 9.1 Quorum
No business is to be transacted at any General Meeting unless a quorum of Members is present at the time when the meeting proceeds to business. A quorum is constituted if there are present at least six (6) Members entitled to vote at a General Meeting.
9.2 No quorum present
If within fifteen (15) minutes from the time appointed for holding a General Meeting a quorum is not present, the meeting if convened upon the requisition of Members shall be dissolved. In any other case it will stand adjourned to the same day in the next week at the same time and place or to such other day and at such other time and place as the Members may determine, reasonable notice being given to inform the Members of the impending meeting in the latter case, and if at the adjourned meeting a quorum is not present within thirty (30) minutes from the time appointed for the meeting, the Members present shall constitute a quorum.
9.3 Chairman
The President is the Chairman of Directors and is entitled to take the chair at every General Meeting. If there is no such Chairman or if at any meeting the Chairman is not present within fifteen (15) minutes after the time appointed for holding the same or is unwilling to act as Chairman, the Members present must choose one Director who shall be the Chairman of the College Council if present and willing to act, or if he/she is not present or is unwilling to act, the Members may choose another Director, or if no Director is present or if all the Directors present decline to take the chair, one Member present is to be Chairman of the meeting.
9.4 Meeting to be adjourned
The Chairman may with the consent of any meeting at which a quorum is present, and will if so directed by the meeting, adjourn the meeting from time to time and from place to place, but no business is to be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.
9.5 Notice in case of extended adjournment
When a meeting is adjourned for thirty (30) days or more, notice of the adjourned meeting shall be given as in the case of the original General Meeting.
9.6 Voting
At all General Meetings a resolution put to the vote of the meeting must be decided on a show of hands unless before or upon the declaration of a result on a show of hands a poll is demanded by the Chairman or by any Member or Members present in person at the meeting and having the right to vote at the meeting, and unless a poll be so demanded a declaration by the Chairman of the meeting that a resolution has on a show of hands been carried or carried unanimously or by a particular majority and an entry to that effect in the minute book of the Company is conclusive evidence of that fact without proof of the number or proportion of the votes recorded in favour of or against such resolution.
9.7 Poll for election of Chairman or adjournment
If a poll is demanded upon the election of a Chairman or upon a question of adjournment, it must be taken immediately and in any other case it must be taken at such time, not being more than thirty (30) days from the date of the meeting, and place and in such manner as the Chairman directs and the result of the poll is deemed to be the resolution of the meeting at which the poll was demanded. No notice need be given of a poll not taken immediately.
9.8 Chairman to have casting vote
In the case of an equality of votes, whether on a show of hands or on a poll, the Chairman of the meeting, if the Chairman of the College Council, at which the show of hands takes place or at which the poll is demanded, is entitled to a second or casting vote.
9.9 Poll not to prevent continuance
The demand of a poll does not prevent the continuation of a meeting for the transaction of any business other than the question on which a poll has been demanded. The demand of a poll may be withdrawn.
10 VOTE OF MEMBERS
10.1 Only Members entitled to vote shall vote
Only those Members who are entitled to vote at a General Meeting if present shall vote.
10.2 Membership and vote
Unless the Members determine otherwise from time to time, each Member is entitled to one (1) vote.
11 DIRECTORS
11.1 Number of Directors
The number of Directors will not be more than 12 nor less than 5.
11.2 First Directors
The first Directors are the subscribers to the Constitution.
11.3 Directors other than First Directors
From 1 February 2007, the Directors will comprise the College Principal, the Chairman of the College Council, and those persons appointed by the Members of the Company.
11.4 Period for which Director holds office
(a) the first Appointed Directors take office on 1st February 2007 and hold office until the conclusion of the second annual general meeting after the appointment.
(b) Subject to clause 11.4 (d), where a Director is appointed for the first time, Members can nominate:
(i) One College Principal for an initial term of 3 years;
(ii) One Chairman of the College Council for an initial term of 3 years;
(iii) At least one but less than four Ordinary Directors for an initial term of 3 years;
(iii) At least one but less than three Ordinary Directors for an initial term of 2 years;
and
(iv) At least one but less than three Ordinary Directors for an initial term of 1 year.
(c) Subject to clause 11.4 (d), subsequently reappointed Directors hold office until the conclusion of the first, second or third annual general meeting after the annual general meeting at the conclusion of which their previous terms end; the annual general meeting may specify whether each such Director holds office until the conclusion of the first, second or third annual general meeting after the annual general meeting at which such Director is reappointed.
(d) If an Ordinary Director serves as a Director continuously, the date upon which an Ordinary Director shall retire from service as a Director shall be the date of the eighteeth annual general meeting after the annual general meeting at the conclusion of which he/she took office for the first time. If an Ordinary Director serves as a Director intermittently, the date upon which an Ordinary Director shall retire from service as a Director shall be the date after an annual general meeting by which he/she has accumulatively held the position for an aggregate period of eighteen (18) years.
11.5 Appointment to fill casual vacancy
(a) If the office of any Director be vacated for any reason the Members of the Company at a meeting of Members convened under clause 8.2 or by a circular resolution under clause 8.7 appoint a new Director to fill the vacancy.
(b) The Director appointed to fill the vacancy shall be deemed to have been appointed from the time when the memorandum of writing appointing that Director as a Director of the Company has been served upon the Company or when the minutes of the meeting at which the resolution appointing that Director as a Director of the Company was passed signed by the Chairman of that meeting shall have been served upon the Company.
(c) The Director so appointed will hold office until the conclusion of the annual general meeting at which the other Directors retire.
12 DISQUALIFICATION OF DIRECTORS 12.1 Disqualifying events
The office of any Director will automatically be vacated if that Director:
(a) ceases to be a Director by virtue of the Law;
(b) becomes bankrupt or makes any arrangements or composition with his/her creditors generally;
(c) becomes prohibited from being a Director by reason of any order made under the Law;
(d) becomes insane or liable to be dealt with in any way under the laws relating to mental health; resigns from office by notice in writing to the Company; is removed from office; or ceases to be a Director by virtue of this Constitution;
(e) resigns from office by notice in writing to the Company;
(f) is removed from office; or
(g) ceases to be a Director by virtue of this Constitution.
13 PROCEEDINGS OF DIRECTORS 13.1 Directors' meetings
The Directors may meet for the dispatch of business, adjourn and otherwise regulate their meetings as they think fit.
13.2 Method and regulation
The Directors may meet together either in person or by conference telephone, closed circuit television or other form of instantaneous communication for the dispatch of business, and adjourn and otherwise regulate their meetings as they think fit.
13.3 Quorum
The quorum necessary for the transaction of the business of the Directors is at least one half of the numbers of the Directors holding office from time to time plus one but the quorum must include either the College Principal or the Chairman of the College Council.
13.4 President
The Directors may from time to time appoint one amongst their number to the office of President who is the Chairman of Directors.
13.5 Requisition
The President or the Secretary must, on the written requisition of three (3) Directors at any time, summon a Meeting of the Directors to consider the business nominated in the requisition.
13.6 Notice
It is not necessary to give notice of a Meeting of Directors to any Director for the time being absent from Australia.
13.7 Adjournment
If within thirty (30) minutes from the time appointed for a Director's Meeting a quorum is not present the meeting will stand adjourned to the same day in the next week at the same time and place or to such other day and at such other time and place as the Director or Directors present may determine and if at such adjourned meeting a quorum is not present within thirty (30) minutes from the time appointed for the meeting, the Directors present will constitute a quorum.
13.8 Act notwithstanding vacancy
The continuing Directors may act notwithstanding any vacancy occurs.
13.9 Majority resolves and President to have second or casting vote
Questions arising at any meeting are to be determined by a majority of votes of the Directors present. In the case of an equality of votes the President has the casting vote.
13.10 Committees
The Directors may delegate any of their powers to committees consisting of such Director or Directors of their body as they think fit; any committee so formed must in the exercise of the powers so delegated conform to any rules that may from time to time be imposed on it by the Directors.
The Meetings and proceedings of any such committee consisting of two (2) or more Directors are governed by the provisions in these Rules for regulating the meetings and proceedings of Directors so far as they apply and are not superseded by any regulations made by the Directors under this Rule.
The President and the College Principal are ex officio members of every Committee and Sub-Committee appointed as above.
13.11 Committee may elect Convenor
The Directors will appoint the Convenor of any committee which has been created under Sub-Rule 13.10.
13.12 Committee to self regulate
A Committee may meet and adjourn as it thinks proper.
13.13 Acts valid notwithstanding defect
All acts done by any meeting of the Directors or of a Committee of Directors or by a person acting as a Director will be, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any such Director or person acting as such or that they or any of them were disqualified, as valid as if every such person had been duly appointed and was qualified to be a Director.
13.14 Minutes
The Directors will cause proper minutes to be made of all General Meetings of the Company and also of all appointments of Officers and of the proceedings of all meetings of Directors and committees and of the attendance and business transacted at such meetings, and any such minutes of any meeting if purporting to be signed by the Chairman or Convenor of such meeting or by the Chairman or Convenor of the next succeeding meeting will be conclusive evidence without any further proof of the matters therein stated.
13.15 Circular resolutions
A resolution in writing signed by a majority of the Directors for the time being in Australia entitled to receive notice of a meeting of the Directors or by a majority of the members of a Committee of Directors for the time being in Australia, not in either case
being less than a quorum, is as effective for all purposes as a resolution passed at a meeting of the Directors or of such committee as the case may be duly convened held and constituted and may consist of several documents in the like form and signed by one (1) or more of the Directors or members of the committee.
14 POWERS OF DIRECTORS 14.1 General
The Governance of the Company shall be vested in the Directors who will manage the business of the Company and who may pay all expenses incurred in promoting and registering the Company, and may exercise all such powers of the Company as are not, by the Law or by these Rules required to be exercised by the Company in General Meeting, subject to these Rules, to the provisions of the Law and to any regulations, which are not inconsistent with these Rules or such provisions, as may be prescribed by the Company in General Meeting. No regulation made by the Company in General Meeting invalidates any prior act of the Directors which would have been valid if that regulation had not been made.
14.2 Directors may exercise
The Directors may exercise all the powers of the Company to borrow and/or raise money and to mortgage or charge its assets, undertaking, property and uncalled capital, or any part thereof, and to issue debentures, whether at par or at a discount or premium, and other securities whether outright or as security for any debt, liability, or obligation of the Company or of any third party.
14.3 Directors may effect security over Company assets
If the Directors or any of them or any other person becomes or be about to become personally liable for the payment of any sum primarily due from the Company the Directors may execute or cause to be executed any mortgage charge or security over or affecting the whole or any part of the assets of the Company by way of indemnity to secure the Directors of persons from becoming liable for any loss in respect of such liability.
14.4 Attorney
The Directors may from time to time by power of attorney appoint any corporation, firm or person or body of persons, whether nominated directly or indirectly by the Directors, to be the attorney or attorneys of the Company for such purposes and with such powers, authorities, and discretions, not exceeding those vested in or exercisable by the Directors under these Rules, and for such period and subject to such conditions as they may think fit, and any such powers of attorney may contain such provisions for the protection and convenience of persons dealing with any such attorney as the Directors may think fit and may also authorise any such attorney to delegate all or any of the powers, authorities, and discretions vested in that attorney.
14.5 Negotiable instruments
All cheques, bills of exchange, promissory notes and other negotiable instruments shall be signed, drawn, accepted, made or endorsed, as the case may be, for and on behalf of the Company by such persons and in such manner as the Directors may from time to time determine.
14.6 Minutes
The Directors will cause Minutes to be made of.
(a) all appointments of Officers;
(b) names of Directors present at all meetings of the Company and of the Directors;
and
(c) all proceedings at all meetings of the Company and of the Directors.
Such Minutes must be signed by the chairman of the Meeting at which the proceedings were held or by the chairman of the next succeeding meeting.
14.7 Decisions subject to strategic plan and business plan
The Directors will exercise all of their powers in a way which is not contrary to the spirit or letter of the College Strategic Plan and will exercise their powers in a manner consistent with the aims and intentions of the College Business Plan.
15 INTERESTED DIRECTORS
15.1 Interested Directors not disqualified
If a Director of the Company who is in any way whether directly or indirectly interested in a contract or proposed contract with the Company or in any contract or arrangement entered into by or on behalf of the Company has declared in accordance with the requirements of the Law the nature of that Director's interest at a meeting of the Directors of the Company then:
(a) that Director shall not be disqualified from contracting with the Company either as vendor, purchaser or otherwise;
(b) no contract made by that Director with the Company and no contract or arrangement entered into by or on behalf of the Company in which that Director is in any way interested is not binding only because that Director holds office as a director or of the fiduciary relationship thereby established;
(c) that Director so contracting or being so interested is not liable to account to the Company for any profit realised by any such contract or arrangement by reason only of that Director holding office or of the fiduciary relationship thereby established;
(d) that Director may in respect of any contract or arrangement in which that Director is interested may:
(i) vote;
(ii) execute any deed or document whatsoever on behalf of the Company;
and
(iii) count in a quorum.
15.2 Sufficient disclosure
A general notice that a Director is a director or member of any specified company or firm and is to be regarded as interested in all subsequent transactions with that company or firm is sufficient disclosure under these Rules in relation to any contract, proposed contract or arrangement made with such company or firm.
15.3 Other office may be held
A Director may hold any other office or place of profit, except that of auditor, in the Company in conjunction with his Directorship and may be appointed thereto upon such terms as to remuneration, tenure of office and otherwise as may be arranged by the Directors.
16 SECRETARY 16.1 Appointment
The College Bursar will be Secretary of the Company. The Directors may at any time appoint a person as an additional Secretary or as Acting Secretary or as a temporary substitute for the Secretary who will for the purposes of these Rules be deemed to be the Secretary.
17 ACCOUNTS AND AUDIT 17.1 Proper records kept
The Directors must cause proper accounting and other records to be kept. A Balance Sheet and Profit and Loss Account must be prepared and distributed to all Members at least once each year.
17.2 Members to have access
All Members of the Company have the right to examine and inspect any books records or accounts of the Company at any reasonable time.
17.3 Auditor
The Company may appoint an Auditor or Auditors, and if so appointed his or their duties shall be regulated in accordance with the Law.
18 RESERVES 18.1 General
The Directors may write off from the earnings of the Company such amount for loss or depreciation of any of the Company's property as they think fit or set aside out of the profits of the Company such sums as they think proper as a reserve fund to meet contingencies or for repairing improving and maintaining any of the property of the Company and for such purposes as the Directors in their discretion think conducive to the interests of the Company and may invest lend or dispose of the sums so set aside in any way they think fit and may from time to time deal with and vary such investments and dispose of all or any part thereof for the benefit of the Company and may divide the reserve fund into such special funds as they think fit with full power to employ the assets constituting the reserve fund in the business of the Company and without being bound to keep the same separate from the assets.
19 NOTICES
19.1 Form of notices
Notice given under this Constitution must be:
(a) in writing;
(b) signed by the party giving the notice or its authorised representative; and (c) addressed to the Notice Address of the person to whom it is to be given.
19.2 Method and address for giving notices Notices must be either:
(a) delivered to the recipient personally by hand;
(b) posted to the address for the recipient in the Register or any address nominated by that person; or
(c) transmitted by facsimile or electronic address nominated by the recipient.
19.3 Time of receipt
A notice given to a person in accordance with these Rules is deemed to have been given and received if:
(a) delivered, on the day of delivery if delivered before 5:00 pm. on a business day, otherwise on the next business day;
(b) posted on the second day after the day on which the notice was accepted by the post office from the person sending the notice; or
(c) transmitted by facsimile if the transmission report states that it was sent in full and without error on the day of transmission if that report states that the transmission was completed before 5:00 pm. on a business day, otherwise on the next business day.
20 INDEMNITY
20.1 Director against liability
The Company may indemnify a Director or Officer of the Company or any related body corporate against:
(a) any liability incurred by the Director or Officer, in their capacity as a Director or Officer, to a person other than the Company or a related body corporate, except where the liability relates to a lack of good faith; or
(b) any liability for legal costs or expenses incurred by the Director or Officer in defending proceedings (whether civil or criminal) in their capacity as Director or Officer in which judgement is given in favour of the Director or Officer, the Director or Officer is acquitted or the Court grants relief to the Director or Officer under the Law.
20.2 Payment of insurance
The Company may insure, or pay any premiums on a policy of insurance for, a Director or Officer of the Company or of a related body corporate against:
(a) any liability incurred by the Director or Officer, in their capacity as a Director or Officer, to the Company except where the liability relates to a wilful breach of duty to the Company or a contravention of Section 232(5) or 232(6) of the Law.
(b) Any liability for legal costs or expenses incurred by the Director or Officer in defending proceedings (whether civil or criminal) in their capacity as a Director or Officer in which judgement is given in favour of the Director or Officer, the Director or officer is acquitted or the Court grants relief to the Director or Officer under the Law.
20.3 Resolution to grant indemnity
A Director may vote in favour of a resolution that the Company grant an indemnity, take insurance or pay the premiums on an insurance policy even though the Director has a direct and material interest in the outcome of the resolution.
