20 Appendix 1. Corporations Act 2001 a Company Limited By

Appendix 1.

Corporations Act 2001 A Company Limited by Guarantee Not having a Share Capital

CONSTITUTION of KILDARE EDUCATION MINISTRIES LIMITED

NATURE OF THIS COMPANY

2. This company is a public company limited by guarantee.

3. The name of the Company is Kildare Education Ministries Limited.

4. The replaceable rules set out in the Corporations Act 2001 do not apply in this Constitution.

DEFINITIONS

5. In this Constitution the following definitions apply unless the context otherwise requires:

(a) “Act” means the Corporations Act 2001 (C’th);

(b) “Board” means the members for the time being of the board of Directors forming a quorum present at a duly convened meeting of the board of Directors;

(c) “Brigidine Sisters” means the members of the Religious Institute known as the Congregation of the Sisters of St Brigid, sometimes known as the Sisters of the Brigidine Congregation;

(d) “Canon Law” means the universal law of the Church in the 1983 Code of Canon Law and universal legislation as well as particular and proper law enacted by competent ecclesiastical authority, as amended from time to time, as well as the Statutes of Kildare Ministries;

(e) “Chair” means the chairperson of the Board;

(f) “Colleges” means:

(i) Marian College, Ararat, Victoria ABN 43 472 953 348;

(ii) St Joseph's College, Echuca, Victoria, ABN 54 772 122 669;

(iii) Clonard College, Geelong, Victoria, ABN 35 277 410 813;

(iv) Kilbreda College, Mentone, Victoria, ABN 28 806 831 820;

(v) Killester College, Springvale, Victoria, ABN 75 349 953 534;

(vi) Marian College, Sunshine West, Victoria ABN 51 857 204 603;

(vii) Kildare College, Holden Hill, South Australia ABN 65 762 153 039; and 20

(viii) such other colleges as the Company may agree to manage from time to time;

(g) “Community Works” means any works undertaken by the Company other than Educational Services;

(h) “Company” means Kildare Education Ministries;

(i) “Constitution” means the Constitution for the time being of the Company;

(j) “Directors” means the directors for the time being of the Company;

(k) “Educational Services” means any educational ministry and administration provided by the Company;

(l) “Financial Year” means the period of twelve (12) months commencing 1st January each year;

(m) “Kildare Ministries” means the Public Juridic Person known as Kildare Ministries which is incorporated in civil law under the name of the Trustee and whose principal objects are to:

(i) continue the mission of Jesus Christ and assume responsibility for the Educational Services and Community Works of the Brigidine Sisters as well as any other ministries;

(ii) ensure that the Educational Services and Community Works are conducted in conformity with the teachings, discipline and laws of the Roman Catholic Church;

(iii) build on the founding grace and sound traditions of the Brigidine Sisters;

(iv) assume responsibility at Canon Law for Educational Services and Community Works; and

(v) remain open and responsive to the needs of the poor and disadvantaged.

(n) “Member” means a member of the Company;

(o) “Ministries” means the works for which the Company is responsible;

(p) “Office” means the registered office for the time being of the Company;

(q) “Principal” means a Principal of a relevant College appointed in accordance with the provisions of this Constitution;

(r) “Professional Standards” means professional standards in accordance with Canon Law and civil law;

(s) “Public Juridic Person” means a public ecclesiastical juridic person in the Roman Catholic Church;

(t) “Register" means the register of members kept pursuant to the Act;

(u) “Seal” means the common seal of the Company; 21

(v) “Sole Member” means a Member which is the only Member of the Company;

(w) “Secretary” means any person appointed to perform the duties of a secretary of the Company and includes an honorary secretary;

(x) “Stewardship Council” means the persons forming a Stewardship Council in respect of each of the Colleges. The purposes of each Stewardship Council are:

(i) to monitor the policies of the College, to be part of the consultative process of policy making and to offer instructive advice so that all policies strengthen the College as a good place for young people;

(ii) to plan for the future by studying trends in education, local demography and emerging needs;

(iii) to monitor recurrent and capital finances of the College; and

(iv) to contribute to the public relations of the College within the wider community;

(y) “State” means the state or territory of Australia in which the Company is registered under the Act;

(z) “Students” means the students attending the Colleges from time to time;

(aa) “Trustee” means Trustees of Kildare Ministries which is the civil law entity of Kildare Ministries and is a body corporate under the Roman Catholic Church Communities’ Lands Act 1942 (a New South Wales Statute);

(bb) “include” or “including” means including without limitation; and

(cc) “In writing” or “written” includes printing, lithography, typing, writing or other modes of representing or reproducing words in a visible form.

INTERPRETATION

6. In this Constitution, unless a contrary intention appears:

(a) the singular includes the plural and vice versa;

(b) a reference to a person includes a firm, body corporate, an unincorporated association or an authority;

(d) headings are for convenience only and do not form part of this Constitution or affect its interpretation;

(e) reference to legislation or a provision of any legislation includes modifications or re- enactments of the legislation, or any legislative provision substituted for, and all legislation and statutory instruments and regulations issued under the legislation;

(f) a reference to a Rule is to a rule or sub-rule of this Constitution; and

(g) an expression in these Rules that deals with a matter dealt with by a particular provision of the Act, has the same meaning as in that provision of the Act.

OBJECTS OF THE COMPANY

7. The objects for which the Company is established are:

(a) to govern, conduct and carry on the Colleges and Community Works, subject always to the provisions of relevant legislation, in accordance with the mission of the Catholic Church and with an educational philosophy identical to that of Kildare Ministries;

(b) to provide a Catholic education according to the precepts, teaching and practice of the Catholic Church, to all pupils under its jurisdiction. The Colleges aim to create an educational environment, faithful to the tradition and spirit of Kildare Ministries where the dignity of each person involved with the Colleges is nurtured and valued and the full development of the individual person is fostered in a College community. The education provided will be broad, inclusive and general. In addition to personal, intellectual, spiritual, social development and pastoral care provisions, the educational milieu will be to encourage a spirit of justice and social responsibility;

(c) to carry on or assist in the carrying on and promotion of the religious, apostolic and charitable activities of Kildare Ministries in connection with Catholic education;

(d) to provide within a Christian environment, the highest standard of education;

(e) to create an environment for all staff members to act according to the values set out in the Mission Statement below;

(f) to promote programs of, and to provide a working environment fo, staff development and appraisal through continuing education, training activities and other means;

(g) to ensure the closest collaboration between the parents and staff to whose care the students have been entrusted; and

(h) to co-operate and collaborate with other entities furthering the mission of the Catholic Church in Educational Services and Community Works.

MISSION STATEMENT

8. (a) The Company takes its inspiration from the person of Jesus, the founding vision of Bishop Daniel Delany and the spirit of St Brigid of Kildare. It is committed to a vision of ministry grounded in the Judeo-Christian tradition that reflects the love, generosity and justice of the Gospels.

(b) The Company takes its name from the Irish Cill Dara, Church of the Oak. It reflects both a particular Brigidine heritage - St Brigid's monastery and foundation under the sheltering oak - and an inclusive determination to shape that tradition of faith, hospitality and nurture to suit the needs of the future. 23

(c) The vision of the Company centres on the transformative power of education that is underpinned by principles of sound educational practice and based in a rich Catholic and spiritual tradition.

(d) The mission of the Company is to offer Educational Services within an inclusive and socially just context. Its Educational Services are intended to enable young people to develop as competent learners, reflective and critical thinkers and compassionate human beings who have a commitment to building the common good.

(e) Inspired by the motto of Fortiter et Suaviter (Strength and Gentleness), the Company attempts to nurture a vision of life in which strength and gentleness, characterised by personal integrity and compassion, informs thinking and action and enables all to take their rightful place in church and society. In addition to personal, intellectual, spiritual, social development and pastoral care provisions the educational milieu will be to encourage a spirit of justice and social responsibility.

POWERS OF THE COMPANY

9. The Company has all the powers given to it under the Act including all powers necessary to enable the Company to carry out its objects except that the power of investment by the Company is limited to one or more of the following: deposit with, acquisition of shares or other securities in a major Australian Bank licensed to carry on banking business under the Banking Act 1959; or so long as there is a Sole Member, such other institution as may be approved by the Sole Member.

10. (a) All of the income and property of the Company from wherever it is derived must be applied solely towards the promotion of the objects of the Company and no portion can be paid or transferred directly or indirectly by way of dividend, bonus or otherwise by way of profit to the Members.

(b) The Company must not pay fees to the Directors.

(d) The restrictions in this Rule do not prevent the payment in good faith of:

(i) remuneration to any officers, other than the Directors, or employees of the Company or to any other person in return for services actually rendered to the Company;

(ii) out-of-pocket expenses incurred by a Director in the performance of any duty as a director of the Company;

(iii) interest on money lent to the Company by a Member at a rate not exceeding the rate for the time being charged by the Company’s bankers for overdrawn accounts; or

(iv) reasonable and proper rent, remuneration or return for any premises of a Member occupied by the Company.

WINDING UP

11. If the Company is wound up or dissolved (other than for the purposes of reconstruction or amalgamation) and there is property remaining after the satisfaction of the debts and liabilities of the Company, that property must not be paid or distributed to the Members but must be given or transferred to a Catholic institution with a similar purpose, as nominated by a resolution of the Members, which:

(a) is tax exempt pursuant to section 50 of the Income Tax Assessment Act 1997 as amended;

(b) complies with the provisions of section 150(a) of the Act; and

(c) by its constitution is required to apply its profits (if any) or other income in promoting its objects and is prohibited from paying any dividend to its members.

MEMBERSHIP OF THE COMPANY

12. The initial Sole Member of the Company is the Trustee.

13. The liability of a Member is limited.

14. Each Member undertakes to contribute to the property of the Company in the event of the Company being wound up while it is a Member or within one (1) year after it ceases to be a Member, for payment of the debts and liabilities of the Company (contracted before it 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 $100.00.

15. So long as there is a Sole Member, the Company cannot appoint a new member of the Company without the prior written consent of the Sole Member.

16. So long as there is a Sole Member, all resolutions and decisions required by the Act or by this Constitution to be made by the Company in general meeting or by the Sole Member may be passed or made by a resolution by the Sole Member recording it and signing the record as provided by section 249B of the Act.

BOARD OF DIRECTORS (“BOARD”)

17. (a) The management of the Company is vested in the Board.

(b) The Board must consist of not less than six (6) and not more than ten (10) persons.

18. Each Director must be a person suitable to participate in the mission of the Company and specifically in the ministry of Catholic education. A Director appointed by a Sole Member is

to be taken to have suitable qualifications or experience or is sufficiently representative of community interests in this regard.

19. The Board may appoint a person who is not a Director as Chief Executive Officer of the Company.

20. Directors may be appointed for a term not exceeding three (3) years. Retiring Directors are eligible for re-appointment. A Director who has held office for nine (9) consecutive years is not eligible for re-appointment except with the written consent of the Sole Member.

21. Subject to the Act, the office of a Director becomes vacant:

(a) on the death of the Director;

(b) if the Director is absent from three successive meetings of the Board without leave granted by resolution of the Board;

(d) if the Director is removed from the office in writing by the Members or by the Sole Member as the case may be;

(e) if the Director 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;

(f) if the Director is directly or indirectly interested in any contract or proposed contract with the Company and fails to declare the interest as required by this Constitution and the Act;

(g) if the Director is declared bankrupt

22. (a) The Company may in accordance with section 203D of the Act by resolution remove a Director from office.

(b) The Company may by resolution appoint a Director including to fill a casual vacancy.

(d) The Board cannot appoint a Director, even to fill a casual vacancy.

23. So long as there is a Sole Member, the Sole Member may appoint the Chair and Deputy Chair of the Board and nominate their term of office.

24. So long there is a Sole Member and a casual vacancy occurs in the office of Chair or Deputy Chair, the Sole Member may appoint a person to fill the vacancy.

RESTRICTIONS ON THE POWER OF THE BOARD

25. If there is a Sole Member, then notwithstanding Rule 16 the Board must obtain the written approval of the Sole Member before any decision of the Board becomes effective where the decision involves the following:

(a) where at the meeting of the Board at which the decision is made or by written notice within three (3) days following such meeting any Director advises the Chair that such decision is in his or her opinion not in accordance with the objects of the Company;

(b) where the decision involves, in the opinion of the Sole Member any change to the educational philosophy, including Catholicity and ethos of the Colleges;

(c) where the decision involves the selection, appointment or re-appointment, suspension or termination of the employment of a Principal;

(d) approval of a deficit budget in excess of an amount agreed to by the Sole Member;

(e) approval of loans, capital works and purchases in excess of an amount agreed to by the Sole Member;

(f) any significant change in the apostolate carried on by a ministry.

26. Where a decision of the Board is one which requires the approval of the Sole Member, the Board must prepare a written statement of the issue and the reasons in support of the Board’s decision and forward them under the hand of the Chair to the Sole Member.

COLLEGE PRINCIPAL

27. Subject to Rule 24(c), the Board may appoint, reappoint or terminate the employment of a Principal of a College and determine procedures in this regard. The Board may authorise a person to act as principal of a College in the absence of the appointed Principal.

28. The terms of engagement of each Principal must include an agreement by the Principal to:

(a) implement the policies adopted by the Board in conformity with the objects set out in this Constitution;

(b) be responsible for leadership and operational management of the relevant College;

(c) exercise all delegated responsibilities entrusted by the Board upon such terms and conditions and with such restrictions as the Board may think fit and either collaterally with, or to the exclusion of, its own powers as revoked, withdrawn, altered or varied by the Board from time to time; and

(d) appoint, engage and supervise employees, staff, agents, consultants and advisers as the Principal deems necessary or desirable for the purposes of the College and the Company, except in the instance of termination of the employment of an employee which requires approval from the Chair.

POWERS AND DUTIES OF THE BOARD

29. Subject to the Act and this Constitution, the powers and duties of the Board are:

(a) the business of the Company is to be managed by or under the direction of the Board which may exercise all powers of the Company as are not, by the Act or by this Constitution, required to be exercised by the Company in general meeting; and

(b) without limiting the generality of sub-Rule (a), but subject to Rule 24(d) and (e), the Board may exercise all the powers of the Company to borrow money, to charge any property or business of the Company or give any other security for a debt, liability or obligation of the Company or of any person.

30. (a) Subject to Rule 24, the Board may confer upon the executives of the Company any power exercisable by the Board upon terms, conditions and restrictions the Board thinks appropriate and may from time to time revoke or vary all or any of those powers.

(b) Without limiting the general operation of this Rule, the Board may appoint any of the persons on whom powers are conferred pursuant to this Rule as attorneys of the Company in accordance with the following provisions of this Rule.

(c) The Board may by power of attorney appoint any person to be the attorney of the Company to do anything the Board can do for a period and subject to conditions as the Board thinks fit.

(d) A power of attorney may contain provisions for the protection and convenience of persons dealing with the attorney as the Board thinks fit and may also authorise the attorney to delegate all or any of the powers authorities and discretions vested in the attorney.

31. All cheques, promissory notes, bankers drafts, bills of exchange and other negotiable instruments may be signed, drawn, accepted, endorsed or otherwise executed as the case may be by any two Directors or in such other manner as the Board determines.

32. The Board must use all reasonable endeavours to ensure that the services provided by the Company comply with the objects of the Company as set out in this Constitution.

33. The Board may:

(a) establish a Stewardship Council for each College for the purposes set out in the definition of Stewardship Council in Rule 4 (in this Rule Relevant Purposes);

(b) appoint persons to each Stewardship Council;

(d) determine the powers, duties and responsibilities of each Stewardship Council having regard to their Relevant Purposes.

34. So long as there is a Sole Member, the Board must at least once in each financial year meet with the Sole Member at a time and place determined by the Sole Member to consider 28

together the manner in which the Colleges are accomplishing the mission of Kildare Ministries in Catholic education.

PROCEEDINGS OF THE BOARD

35. (a) Subject to the other provisions of this Rule, the Board may meet together for the despatch of business and adjourn and otherwise regulate its meetings as the Board thinks fit. The Board must meet at such times and places as it determines.

(b) The Board must meet at regular intervals of not less than 8 times a year.

(c) The Chair, or any two (2) Directors, may at any time convene a meeting of the Board by giving notice to every other Director.

(d) The requirement in sub-rule (c) to give notice to every other Director is to be taken as properly given if:

(i) five clear days’ notice in writing of a meeting is given to the other Directors; or

(ii) less than five clear days’ notice in writing is given and all Directors, excluding, if need be, a Director who has requested and been granted by the Board leave or absence from that meeting, are present at the notified place and time and unanimously agree that sufficient notice has been given in respect of that meeting.

(e) A Board meeting may be called or held using any technology consented to by all Directors. The consent may be a standing one. A Director may only withdraw his or her consent on not less than ten days’ notice to the Secretary.

36. Subject to this Constitution, questions arising at a meeting of the Board will be decided by a majority of votes of Directors present and voting and any such decision will for all purposes be taken to be a decision of the Board. In the case of an equality of votes, the Chair of the meeting will not have a second or casting vote.

37. A Director who has a material personal interest in any matter that is being considered at a meeting of the Board must not vote on the matter and must not be present while the matter is being considered at the meeting, unless the Board has passed a resolution (on which the interested director has not voted and in respect of which the interested director has not been present when it was passed) that specifies the interested director, the interest and the matter and states that the directors voting for the resolution are satisfied that the interest should not disqualify the interested director from considering or voting on the matter.

38. At a meeting of the Board at least one half of the current number of Directors will constitute a quorum. No business can be transacted at a meeting of the Board unless a quorum is present at the time the meeting proceeds to business.

39. If there is a vacancy in the office of a Director, the remaining Directors may act but if the number of remaining Directors is not sufficient to constitute a quorum at a meeting of the Board, they may act only for the purpose of convening a general meeting of the Company.

40. The Board may delegate any of its powers to a Committee consisting of such of its number as the Board thinks fit and may prescribe the functions and procedure of such Committee.

41. The Directors may pass a resolution without a Board meeting being held if all Directors entitled to vote on the resolution sign a document containing a statement whether or not they are in favour of the resolution set out in the document. The procedure is:-

(a) separate copies of a document may be used for signing by Directors if the wording of the resolution and statement is identical in each copy;

(b) when the last Director has signed, the resolution is decided.

42. The Chair or a majority of the Directors may request the attendance at any meeting of the Board of any person who in the opinion of the Chair or the Board may be able to assist the Board in any matter under consideration.

43. The Board may appoint a Chair, a Deputy Chair and members to the Stewardship Council of each College.

ESTABLISHMENT OF COMMITTEES

44. (a) The Board must establish a committee called the “Finance and Audit Standing Committee” which is required to meet at least four times in each year. The Board may establish such other committees of the Board as it determines from time to time.

(b) The Board may appoint the members of a committee, whether Directors or not, as the Board determines.

(d) The Board must fix the number of persons that must be present at a meeting of the committee to constitute a quorum for a meeting of the committee.

(e) The Board must appoint a Director to be chair of each committee; but if the Board be of the opinion that there are special reasons arising from the nature of the duties and functions of a committee which make it in the interest of the Company and preferable that it should do so, the Board may appoint as chair of that committee a person who is not a Director.

(f) The Board may determine the terms and conditions of appointment of the chair of the committee.

(g) The Board may determine the duties, functions, powers and authorities of a committee and the manner the duties, functions, powers and authorities are to be performed and exercised.

(h) A committee is to be taken to be established when the name, duties, functions, powers and authorities of the committee are prescribed or fixed and the chair of the committee is appointed.

(i) A committee cannot perform any of its duties or functions while no chair of the committee is appointed.

(j) Subject to this constitution a committee is subject to the authority of the Board at all times and must act in accordance with, and not contrary to, any direction of the Board.

(k) The Board, at any time and either with or without notice of its intention so to do, may dissolve a committee by notice in writing to the chair of the committee.

POLICIES

45. The Board may make, revoke and amend policies for the management of the Colleges and rules for the conduct of the business of the Board but in so doing no policies made, revoked or amended by the Board pursuant to this rule can in any way be inconsistent with this Constitution or any directive issued from time to time by the Sole Member.

BY-LAWS

46. The Board may make, revoke and amend by-laws from time to time for the management of the Colleges and rules for the conduct of the business of the Board which are consistent with this Constitution.

SECRETARY

47. The Board must appoint a Secretary in accordance with the Act and for such term and upon such conditions as the Board thinks fit. A Secretary so appointed may be removed by the Board.

PROPERTIES

48. (a) The Board must act in accordance with all lease or licence documents in all matters pertaining to real property including those entered into with a Member.

(b) Personal property that is vested in the Company is held for the objects for the Company and not otherwise and is to be administered in accordance with the provisions of Canon Law.

SEAL

49. The Board must provide for the safe custody of the Seal of the Company which can only be used by the authority of the Board and every instrument to which the seal is affixed must be signed by a Director and be countersigned by the Secretary or by a second Director or by some other person appointed by the Board for that purpose.

NOTICE TO DIRECTORS

50. Without prejudice to any other method of giving notice, a provision of this Constitution requiring notice to be given to Directors will be taken to be given if with observance of the required time, notice is given:-

(a) in a pre-paid letter or other document addressed to the Director at his or her last- known address two days prior to the date by which notice must be given; or

(b) in a resolution of the Board made at a duly held meeting of the Board and which sufficiently specifies that which is required to be notified, if the terms of that resolution, as recorded in the confirmed proceedings of that meeting, be delivered or posted as provided in paragraph (a) to the Director.

51. A notice may be given in any manner of representing or reproducing words in visible and legible form, and a notice may relate to one or more than one matter or event.

DISSOLUTION OF BOARD

52. (a) Subject to section 203D of the Act, the Board may be dissolved by resolution of the Company in general meeting. A copy of the resolution must be given to each Director by the chair of the general meeting within seven days after the general meeting.

(b) The dissolution of the Board will not of itself affect the continuity of this Constitution or invalidate any act or decision of the dissolved Board.

(c) The Company must treat a dissolution of the Board as creating a casual vacancy in the office of each Director and casual vacancies in, respectively, the office of Chair and the office of Deputy Chair, and the several casual vacancies can be filled, subject to this Constitution, by appointments being made to the vacant offices as if the vacancies had occurred without a dissolution of the Board.

(d) Nothing in this rule of itself will cause a person who was a Director at the time of that dissolution to be ineligible to be appointed to fill a casual vacancy.

(e) Upon a dissolution of the Board, any Committee established according to the Constitution will also thereby be dissolved.

(f) Upon a dissolution of the Board, a delegation made by the Board will thereby be taken to be revoked and a subsequent Board made in accordance with the

Constitution may make a new delegation of the same matter in terms the same as, or different from, those of the revoked delegation.

REPEAL, VARIATION AND AMENDMENT OF CONSTITUTION

53. This Constitution may be varied or amended from time to time in accordance with the Act. So long as the Trustee is a Member, the consent of the Trustee to such a proposal must be obtained before the special resolution effecting the variation or amendment takes effect.

54. In any explanatory material given to the Members with respect to a proposed variation or amendment of the Constitution proposed by the Board, the Board must disclosed whether the proposal has been approved at a meeting of the Board.

ACCOUNTS

55. The Company must keep accounts and records of the transactions and affairs of the Company as are required by the Act.

56. The Board must use its best endeavours to:

(a) ensure that all money payable to the Colleges are properly collected;

(b) ensure that all money expended by the Colleges is properly expended and properly authorised;

(d) ensure that all liabilities incurred by the Colleges are properly authorised and documented;

(e) ensure efficiency and economy of operations and avoidance of waste and extravagance;

(f) develop and maintain an adequate budgeting and accounting system; and

(g) develop and maintain adequate internal audit controls.

ANNUAL REPORT

57. (a) The Board must in respect of each financial year prepare an Annual Report for the Members.

(b) So long as there is a Sole Member, the Board must undertake an annual review of its operations and undertake a more formal review from time to time as agreed with the Sole Member, and report the outcomes of such reviews to the Sole Member.

AUDIT

58. (a) The Board must comply with the provisions of the Act in relation to the appointment of an Auditor.

INDEMNITY 33

59. (a) Every person who is or has been a Director or other officer of the Company is indemnified, to the maximum extent permitted by law, out of the property of the Company against any liabilities for costs and expenses incurred by that person:

(i) in defending any proceedings relating to that person’s position with the Company whether civil or criminal, in which judgment is given in that person’s favour or in which that person is acquitted or which are withdrawn before judgment; or

(ii) in connection with any administrative proceedings relating to that person’s position with the Company, except proceedings which give rise to civil or criminal proceedings against that person in which judgment is not given in that person’s favour or in which that person is not acquitted or which arise out of conduct involving their lack of good faith; or

(iii) in connection with any application in relation to any proceedings relating to that person’s position with the company, whether civil or criminal, in which relief is granted to that person under the law by the Court.

(b) Every person who is or has been a Director or other officer of the Company is indemnified, to the maximum extent permitted by law out of the property of the Company against any liability to another person (other than the Company) as such an Officer unless the liability arises out of conduct involving a lack of good faith.

(c) Each of the indemnities contained in Sub-Rules (a) and (b) of this Rule applies automatically to the persons referred to in those rules unless the Directors in their absolute discretion determine that the indemnity should not so apply in any particular case.

(d) The Company must pay a premium for a contract insuring a person who is or has been a Director or other Officer of the Company against:

(i) any liability incurred by that person as such an Officer which does not arise out of conduct involving a wilful breach of duty in relation to the Company or a contravention of sections 182 or 183 of the Act; and

(ii) any liability for costs and expenses incurred by that person in defending proceedings relating to that person’s position with the Company whether civil or criminal, and whatever their outcome.

Trustees of Kildare Ministries, being the Body Corporate under the Roman Catholic Church Communities’ Lands Act 1942 (a New South Wales Statute) specified in the application for the

Company’s registration as the organisation who consents to become the Member of the Company agrees to the terms of the foregoing Constitution.

Name and Address Trustees of Kildare Ministries 325 Mona Vale Road St Ives NSW 20745

THE COMMON SEAL of the Body Corporate ) called TRUSTEES OF KILDARE ) MINISTRIES was hereunto affixed in ) pursuance of a Resolution passed at a ) ………………………………….. Meeting of the said Body Corporate in the ) Chair presence of the Chair, a member of the said ) Body Corporate and of two other Members of ) ………………………………….. the said Body Corporate all of whose ) Member signatures are hereto: ) ) ………………………………….. ) Member

DATED