Constitution of Saint Andrew's College

(ABN 54 817 100 517)

Constitution of Saint Andrew's College

ABN 54 817 100 517

The Corporations Act

A company limited by guarantee
Registered in NSW

Deutsche Bank Place

Corner Hunter and Phillip Streets
Sydney NSW 2000 Australia
T +61 2 9230 4000
F +61 2 9230 5333
www.allens.com.au

© Allens Australia 2018

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Contents
General 1
1 Definitions 1
2 Interpretation 2
3 Replaceable Rules 2
4 Objects of the Company 2
5 Application of Income and Property to Objects 3
6 Winding Up or Revocation of Endorsement 3
Appointment, Removal and Remuneration of Councillors 3
7 Council and Councillor Requirements 3
8 Appointment of Councillors Generally 4
9 Appointment of Councillors by Election 4
10 Removal of Councillors 5
11 Terms of Councillors 5
12 Remuneration of Councillors 5
13 Vacation of Office of Councillor 6
Powers of the Council and the Principal 6
14 Powers of the Council and the Principal 6
15 Appointment of Principal 7
16 By-Laws 7
Councillor Duties and Responsibilities 8
17 Duties of Councillors 8
18 Accounts 8
19 Minutes 8
Proceedings of the Council 9
20 Proceedings of the Council 9
21 Meetings of the Council by Technology 9
22 Chair of the Council 10
23 Councillors' Voting Rights and Exercise of Powers 10
24 Material Personal Interests of Councillors 11
25 Committees of the Council 11
26 Written Resolutions of Councillors 12
27 Defects in Appointments of Councillors 12
Secretaries and Other Positions 12
28 Secretaries 12
29 Appointment of College Chaplain 13
30 Appointment of Vice-Principal 13
31 Visitor 13
32 Other Officers 13
Electors 13
33 Admission as an Elector 13
34 Elector Fee 14

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35 Non-payment of Elector Fee 14

36 Removal of an Elector from the Electoral Roll 14
37 Resignation of an Elector 14
38 Ceasing to be an Elector 14
39 Liability after a Person Ceases to be an Elector 15
40 Electoral Roll 15
41 Address of Electors 15
Membership 15
42 Members of the Company 15
43 Limited Liability of Members 15
44 Members' Liability on Winding Up 15
45 Admission as a Member 15
46 Resignation of an Elector 15
47 Ceasing to be a Member 15
48 Register of Members 16
49 Address of Members 16
General Meetings 16
50 General Meetings 16
51 Notice of General Meetings 16
52 Business of Annual and Other General Meetings 17
53 Right of Others to Attend General Meeting 17
54 Quorum for General Meetings 17
55 Conduct of General Meetings 17
56 Acting Chair 18
57 Adjournment of General Meetings 18
58 Voting at General Meetings 19
59 Chair Has Casting Vote 19
60 Procedure for Polls 19
61 Representation and Voting of Members 19
62 Proxies and Form of Proxy 20
63 Validity of Proxies, Attorneys and Representatives 21
Miscellaneous 22
64 Seals and Their Use 22
65 Service of Documents 22
66 Indemnity of Officers, Insurance and Access 23
67 Debts 24
68 Property of Saint Andrew's College 25
69 Transitional 25

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Constitution of Saint Andrew's College ABN 54 817 100 517, a public company limited by guarantee.

General

1 Definitions
The following definitions apply in this Constitution unless the context requires otherwise:
Approved Church means any of the following:
(a) the Presbyterian Church of Australia;
(b) the Anglican Church of Australia; or
(c) any Protestant church that is part of the World Alliance of Reformed Churches.
ASIC means the Australian Securities and Investments Commission.
ATO means the Australian Taxation Office.
Business Day means a day which is not a Saturday, Sunday or a public holiday in Sydney.
By-Laws means the by-laws made in accordance with this Constitution.
College means the Company.
Company means Saint Andrew's College ABN 54 817 100 517.
Constitution means this constitution.
Corporations Act means the Corporations Act 2001 (Cth) and the Corporations Regulations
2001 (Cth).
Council means all or some of the Councillors for the time being acting as a board, and has a
corresponding meaning to the definition of 'Board' under the Corporations Act.
Councillor means a person appointed or elected to the office of councillor of the Company in
accordance with this Constitution, and has a corresponding meaning to the definition 'Director'
under the Corporations Act.
Deductible Contribution means a contribution of money or property as described in item 7 or
item 8 of the table in section 30-15 of the Tax Act.
Deductible Gift Recipient has the meaning given in the Tax Act.
Elector means a person whose name appears on the Electoral Roll.
Electoral Roll means the roll of persons eligible to vote in Councillor elections, maintained by the
Secretary.
Gift means a donation, contribution, gift, settlement, benefaction or other voluntary transfer or
disposition of money, money's worth, property or benefits and whether inter vivos or by will and
including any amounts for which the giver can claim an income tax deduction.
Honorary Fellow means a person nominated to that position, and appointed by the Council
pursuant to rule 16(a)(vii).
Member means a person admitted to the membership of the Company in accordance with the
provisions of this Constitution.
Member Present means, in connection with a general meeting, a Member present at the venue
or venues for the meeting, in person or by proxy, or by attorney.
Principal means the principal of the College appointed by the Council under rule 15.
Resident means persons ordinarily resident in the College during semester and includes:

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(a) students; or
(b) persons (other than a student) who are, with the approval of the Principal, ordinarily
resident within the College.
Responsible Person means an individual who is considered to have a degree of responsibility to
the community as a whole and is known to a broad section of the community, including an
individual who:
(a) performs a significant public function;
(b) is a member of a professional body having a code of ethics or rules of conduct;
(c) is officially charged with spiritual functions by a religious institution;
(d) has received formal recognition from government for services to the community; or
(e) is approved as a Responsible Person by the Commissioner of Taxation.
Secretary means a person appointed as, or to perform duties of, secretary of the Company.
Tax Act means the Income Tax Assessment Act 1936 (Cth) and the Income Tax Assessment Act
1997 (Cth).
University means the University of Sydney.

2 Interpretation
(a) Headings are for convenience only and do not affect interpretation.
(b) The following rules apply unless the context requires otherwise.
(i) The singular includes the plural, and the converse also applies.
(ii) If a word or phrase is defined, its other grammatical forms have a corresponding
meaning.
(iii) A reference to a person includes a corporation, trust, partnership, unincorporated
body or other entity, whether or not it comprises a separate legal entity.
(iv) A reference to a rule is a reference to a rule of this Constitution.
(v) A reference to legislation or to a provision of legislation includes a modification or
re-enactment of it, a legislative provision substituted for it and a regulation or
statutory instrument issued under it.

3 Replaceable Rules
The replaceable rules contained in the Corporations Act do not apply to the Company.

4 Objects of the Company

The objects of the Company are to:
(a) provide an academic community:
(i) in which sound learning, critical thought, social responsibility and community
service are encouraged; and
(ii) that allows students from a wide range of disciplines and backgrounds to share
in the academic, social and recreational opportunities of college life;
(b) provide residential accommodation for students of the University, and such other classes
of persons as the By-Laws may prescribe, in association with academic and other forms
of assistance;

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(c) provide amenities for, and assistance to the students of the College in their studies and
educational development;
(d) provide those students with the opportunity to receive systematic religious instruction in
accordance with the principles of any Approved Church;
(e) provide for such educational activities and courses of study as are determined by the
Council from time to time; and
(f) maintain a community of fellows and tutors through whose example, guidance and
teaching, the objects of the Company are advanced.

5 Application of Income and Property to Objects

(a) Subject to rule 5(b) and 12, the income and property of the Company must only be used
to further the objects of the Company set out in rule 4 and no part of that income or
property may be paid or transferred, directly or indirectly, to any Member by way of
dividend, bonus or otherwise.
(b) Rule 5(a) does not prevent the Company from making a payment in good faith to a
Member:
(i) for the payment of any salary or wage due to the Member as an employee of the
Company where the terms of appointment have been approved by the Council;
(ii) of reasonable and proper remuneration for services, provided to the Company;
(iii) for goods supplied in the ordinary course of business; or
(iv) of reasonable and proper rent for premises let by a Member.

6 Winding Up or Revocation of Endorsement

On the earlier of:
(a) the winding up or dissolution of the Company; and
(b) if the Company is endorsed as a Deductible Gift Recipient, the revocation of that
endorsement,
any property whatsoever (including any gifts of money or property for the objects of the Company,
any Deductible Contributions and any money received by the organisation because of such gifts
and contributions), that remains, after satisfaction of all debts and liabilities, must not be paid to or
distributed among the Members but must be given or transferred to one or more charitable
organisations selected by the Members at or before the time of dissolution or revocation of
endorsement having objects similar to the objects of the Company set out in rule 4 and that is a
Deductible Gift Recipient.

Appointment, Removal and Remuneration of Councillors

7 Council and Councillor Requirements

(a) All Councillors must be natural persons.
(b) The number of Councillors must be no less than three and no more than 13. The
Principal must be one of the Councillors.
(c) Each Councillor must be a member, as determined by the Council, of an Approved
Church.
(d) At least three of the Councillors must be ordained ministers of an Approved Church.

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(e) A person who is employed by the Company, except the Principal, is not entitled to be
elected as a Councillor.
(f) A person may not be elected as a Councillor if less than one year has elapsed since the
person last held office as a Councillor.

8 Appointment of Councillors Generally

(a) A Councillor may be appointed by the Electors (pursuant to clause 9) or pursuant to a
resolution of the Council, provided that:
(i) the number of Councillors does not exceed the maximum number determined
under rule 7(b);
(ii) if rule 7(d) is not satisfied and until it is satisfied, persons who are ordained
ministers of an Approved Church have priority over persons who are not ordained
ministers of an Approved Church in any election or appointment of a Councillor;
and
(iii) the person to be elected or appointed as a Councillor:
(A) consents in writing to act as a Councillor; and
(B) consents to be a Member subject to the guarantee under rule 44,
in a form prescribed by the Council.
[Allens note: we have inserted a priority condition as a mechanism to ensure the requirement in
7(d) is fulfilled. For example, if there is:
• only one ordained minister and three Council seats are up for election; and
• there are four candidates, two of whom are ordained,
• the two ordained ministers will be elected regardless of votes and the third Council
seat will go to the non-ordained person with the most votes]
(b) Where a vacancy arises by reason of the expiration of a Councillor's term of office, it must
be filled by an election by the Electors. If no person is nominated for election, the vacancy
may be filled by resolution of the Council.
(c) Where a vacancy arises, other than by expiration of term of office, it shall be filled either
by an election by the Electors or by resolution of the Council, as the Council may
determine.
(d) When a person is appointed as a Councillor, they must become a Member of the
Company in accordance with rule 45.
(e) The Members have no power to appoint a Councillor.

9 Appointment of Councillors by Election

(a) When a Councillor is to be chosen by an election by the Electors, the Council must
instruct the Secretary to give notice of the vacancy and call for nominations of candidates
to fill the vacancy. The notice must:
(i) be given at such time as the Council determines;
(ii) be given by public advertisement in a Sydney daily newspaper or by circular sent
by post, and by electronic mail to Electors at their addresses shown on the
Electoral Roll, or by any combination of these means, as the Council determines;
and

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(iii) specify a date as the closing date for nominations which must be at least three
weeks after the notice is taken to have been given.
(b) A person may be nominated for election as a Councillor by any two Electors. The person
becomes a candidate for election once they give notice in writing to the Secretary that
they accept the nomination and provide written consents:
(i) to be a Councillor; and
(ii) to be a Member subject to the guarantee under
(c) The Secretary must report the names of candidates for election for each vacancy to the
Council at the meeting next held after the closing date for nominations.
(d) The Council may give recommendations to the Electors regarding which candidate
should be elected as Councillor.
(e) If the number of vacancies is more than or equal to the number of candidates, the chair
shall declare all candidates as elected. Rule 8(b) applies to the shortfall of nominations, if
any.
(f) If there is more than one candidate for each vacancy an election shall be held in
accordance with the By-Laws.

10 Removal of Councillors
The Members Present at a general meeting may by resolution remove any Councillor from office.

11 Terms of Councillors
(a) This rule 11 is subject to rule 15.
(b) A Councillor holds office for a first term of eight years or for such lesser period as agreed
with the other Councillors.
(c) After:
(i) a person has completed a first term as Councillor; and
(ii) at least one year has elapsed since the person was last a Councillor,
the person may be re-elected for a further term of eight years subject to rule 11(d).
(d) The maximum cumulative term any Councillor may serve is 16 years.
(e) Despite any other provision, a Councillor may continue to hold office as a Councillor for a
period of up to 12 months after expiration of their term, pending an election by the
Electors.

12 Remuneration of Councillors
(a) No Councillor is entitled to be paid a fee for their service as a Councillor.
(b) The Councillors are entitled to be paid or reimbursed for all travelling and other expenses
properly incurred by them in attending and returning from any meeting of the Council or of
a committee of the Council or any general meeting of the Company, or otherwise in
connection with the business or affairs of the Company, where the amount payable has
been approved by the Council.
(c) Subject to the Corporations Act, a Councillor may be engaged by the Company in any
other capacity (other than auditor) and may be appointed on such terms as to
remuneration, tenure of office and otherwise as may be determined by the Council.

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13 Vacation of Office of Councillor

(a) In addition to the circumstances in which the office of a Councillor becomes vacant:
(i) under the Corporations Act and the Australian Charities and Not-for-profits
Commission Act 2012 (Cth) (the ACNC Act); and
(ii) under rule 10,
the office of a Councillor becomes vacant if the Councillor:
(iii) completes their term in accordance with rule 11;
(iv) 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;
(v) is convicted of an offence punishable by imprisonment;
(vi) becomes Bankrupt;
(vii) ceases to be a Member;
(viii) resigns by notice in writing to the Company;
(ix) is absent from six consecutive meetings of the Council without a leave of
absence and in the next meeting the Council, by resolution, declares the office of
that Councillor vacant; or
(x) dies.
(b) The office of the Councillor who is the Principal is terminated on the Councillor ceasing to
be the Principal but the person concerned is eligible for reappointment or re-election as a
Councillor.

Powers of the Council and the Principal

14 Powers of the Council and the Principal

(a) The business of the Company is managed by the Council, which may exercise all powers
of the Company that are not, by the law or this Constitution, required to be exercised by
the Company in general meeting.
(b) Without limiting the powers of the Council under rule 14(a), the Council may do and
perform all acts and things that are necessary or convenient for giving effect to its
functions or to the objects of the Company, including:
(i) to control and direct the affairs of the College;
(ii) to take all measures necessary for the welfare of the College;
(iii) to employ staff, including the Principal, for any purpose connected with the
conduct of the College;
(iv) to determine the fees, or other charges, for residential accommodation or for any
other amenity or service provided at the College, or that are otherwise payable by
students or Residents of the College in connection with the College;
(v) to determine from time to time the basis on which a person is considered to be a
member of an Approved Church;
(vi) to determine the nature and extent of educational assistance (including tutorial
services) and other assistance relating to academic life to be provided by the
College;

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(vii) to suspend or remove any member of staff (including the Principal) from office or
any resident of the College from residency at the College, for such reasons the
Council thinks fit;
(viii) to make By-Laws under rule 16; and
(ix) such other functions as are conferred or imposed on it by or under this
Constitution, the By-Laws or any other law.
(c) The Council may, on the terms and conditions and with any restrictions as it determines,
delegate to:
(i) the Principal;
(ii) or any other person or body prescribed by the By-Laws (the Delegate),
any of the powers exercisable by it and may at any time withdraw, suspend or vary any of
those powers conferred on the Principal or any Delegate. Giving powers to the Principal
or Delegate does not prevent the exercise of those powers by the Council.

15 Appointment of Principal
(a) The Council may appoint a person, who is a member of an Approved Church, to the
office of Principal of the College for the period and on terms determined by the Council.
Rule 11 does not apply to a Councillor who is the Principal.
(b) The Principal is a Councillor by reason of holding the office of Principal and must attend
all meetings of the Council and its committees except with leave granted by the chair of
the Council.
(c) The Principal is, as the head of the College, responsible for the day to day administration
of the College. This includes responsibility for the general supervision and control of the
students residing at, or on the premises of, the College.
(d) The Principal has such other functions as may be conferred or imposed on the Principal
by or under this Constitution or the By-Laws, or as may be specified by the Council.
(e) The Principal is, in the exercise of the Principal's functions, subject to limits or directions
as may be provided under the By-Laws.
(f) The employment of the Principal, as a member of the staff of the College, may be subject
to performance reviews by the Council.
(g) Subject to the terms of any agreement entered into in a particular case, the Council may
at any time revoke any such appointment, with or without cause.

16 By-Laws
(a) The Council may make By-Laws, not inconsistent with this Constitution, for or with
respect to the following matters in connection with the College:
(i) the student and staff membership;
(ii) residency, including matters relating to student and staff admission, room
allocation and discipline;
(iii) student and staff associations;
(iv) student facilities and instruction;
(v) scholarships and bursaries;
(vi) the appointment and employment of the following:

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(A) the Principal;

(B) the vice-principal;
(C) the Secretary;
(D) College fellows and tutors;
(E) other staff of the College;
(vii) the appointment of Honorary Fellows;
(viii) the election of the Councillors (including eligibility of persons entitled to be
Electors);
(ix) the functions of the Council;
(x) the procedure for meetings of the Council (including voting rights) and for the
conduct of business at those meetings;
(xi) the functions of the Secretary;
(xii) such other matters as the Council may determine are relevant to the proper
conduct of the College.
(b) A certificate under the seal of the Company or signed by the Secretary to the effect that a
By-Law specified in the certificate was in force on a day specified in the certificate, is
evidence that the By-Law was in force on that day unless proved otherwise.
(c) A By-Law may be amended or repealed by a later By-Law made under this section.
(d) A By-Law takes effect on the day it is made or on a later day specified for that purpose in
the By-Law.

Councillor Duties and Responsibilities

17 Duties of Councillors
(a) The Councillors must comply with their duties as Councillors under legislation and
common law, and with the duties described in governance standard 5 of the regulations
made under the ACNC Act.

18 Accounts
(a) The Council must keep records in accordance with the ACNC Act and prepare and
submit to the ACNC an annual information statement, an audited financial report and an
auditor's report in accordance with the ACNC Act.
(b) The annual accounts made up to 31 December of each year must be audited and
presented to the Council.

19 Minutes
(a) The Company must keep minute books in which it records within one month:
(i) proceedings and resolutions of meetings of the Company's Members;
(ii) proceedings and resolutions of Councillors' meetings (including meetings of a
committee of Councillors);
(iii) resolutions passed by Members without a meeting; and
(iv) resolutions passed by Councillors without a meeting.

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(b) The Company must ensure that minutes of a meeting are signed within a reasonable time
after the meeting by one of the following:
(i) the chair of the meeting; or
(ii) the chair of the next meeting.
(c) The Company must ensure that minutes of the passing of a resolution without a meeting
are signed by a Councillor within a reasonable time after the resolution is passed.
(d) The Company must keep its minute books at:
(i) its registered office;
(ii) its principal place of business in this jurisdiction; or
(iii) another place in this jurisdiction approved by ASIC.

Proceedings of the Council

20 Proceedings of the Council

(a) The Council may meet together for the dispatch of business and adjourn and otherwise
regulate its meetings as it determines.
(b) Until otherwise determined by the Council, five Councillors form a quorum. If after 30
minutes, a quorum is not present, the meeting must be dissolved and another meeting
must be called at an early convenient date.
(c) A Councillor may at any time, and a Secretary upon the request of a Councillor must,
convene a meeting of the Council. A meeting of the Council may also be convened in any
other manner determined by the Council from time to time.
(d) Reasonable notice must be given to every Councillor of the place, date and time of every
Council meeting. Notice of a meeting of the Council may be given by mail (electronic or
otherwise), personal delivery, facsimile transmission or other electronic means to the
usual place of business or residence of the Councillor or at any other address given to a
Secretary by the Councillor or by any technology agreed by all the Councillors.
(e) Notice of the meeting must:
(i) contain a reasonable indication of the business to be considered; and
(ii) must be given to Councillors at least four days prior to the meeting.
(f) Each notice requirement in rule 20(e) may be waived by a three quarters majority of the
Councillors.
(g) Where reasonable notice was not given for a meeting, the resolutions that were passed
or actions carried out are valid as if notice had been properly given, if the Councillors to
whom notice was not properly given, consent to the resolution or actions.
[Allens Note: we have not included the special meetings under clause 14.2 of the By-Laws. Did
this serve a useful purpose?]

21 Meetings of the Council by Technology

(a) For the purposes of the Corporations Act, each Councillor, by consenting to be a
Councillor (or by reason of the adoption of this Constitution), consents to the use of each
of the following technologies for holding a Council meeting:
(i) video;
(ii) telephone;

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(iii) any other technology that permits each Councillor to communicate with every
other Councillor; or
(iv) any combination of these technologies.
A Councillor may withdraw the consent given under this rule in accordance with the
Corporations Act.
(b) Where the Councillors are not all in attendance at one place and are holding a meeting
using technology and each Councillor can communicate with the other Councillors:
(i) the participating Councillors are, for the purpose of every provision of this
Constitution concerning meetings of the Council, taken to be assembled together
at a meeting and to be present at that meeting; and
(ii) all proceedings of the Council conducted in that manner are as valid and effective
as if conducted at a meeting at which all of the participating Councillors were
physically present in the one location.

22 Chair of the Council

(a) The Council may elect one of their number as chair of the Council and may decide the
period for which that chair is to hold office as chair.
(b) The term for election as chair must be no more than three years. After completion of the
term the person will be eligible for re-election.
(c) The chair may be removed from their position by a two thirds majority of those attending
a Council meeting.
(d) Where a meeting of the Council is held and:
(i) a chair of the Council has not been elected as provided by rule 22(a); or
(ii) the chair of the Council is not able to be present at the meeting or is not present
within 15 minutes after the time appointed for the meeting, or despite being so
present is unable or unwilling to chair the meeting,
the Councillors present may elect one of their number to chair the meeting.

23 Councillors' Voting Rights and Exercise of Powers

(a) Without limiting rule 26, a meeting of the Council of which notice has been given to all
Councillors and at which a quorum is present, is competent to exercise any of the
authorities, powers and discretions for the time being vested in or exercisable by the
Council. Nothing in this rule 23(a) limits the exercise of any authority, power or discretion
of the Council which has been delegated by the Council in accordance with law or this
Constitution.
(b) Subject to this Constitution, questions arising at a meeting of the Council are decided by
a majority of votes of Councillors present and voting.
(c) In the case of an equality of votes at a meeting of the Council, the chair of the meeting
has a casting vote in addition to that chair's deliberative vote.
(d) Subject to rule 24 and the Corporations Act, a Councillor:
(i) who has an interest in a matter may vote in respect of that matter if it comes
before the Council and be counted as part of the quorum;
(ii) may enter into contracts with, or otherwise have dealings with, the Company;

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(iii) may hold any other office or place of profit in the Company, except as auditor;
and
(iv) may hold any other office or place of profit in any other Company, body
corporate, trust or entity promoted by the Company or in which the Company has
an interest of any kind.
(e) A Councillor is not disqualified from the Councillor's office by contracting with the
Company in any capacity by reason of holding the office of Councillor.
(f) A Councillor is not liable to account to the Company for any profit realised by any
contract, dealings, office or place of profit contemplated by rule 23(d), by reason only of
holding the office of Councillor or of the fiduciary relationship established by the office of
Councillor.
(g) Subject to the Corporations Act, a Councillor or any person who is an associate of a
Councillor may participate in any issue by the Company of financial products.
(h) Despite having an interest in any contract or arrangement a Councillor may participate in
the execution of any document evidencing or connected with the contract or
arrangement, whether by signing, sealing or otherwise.

24 Material Personal Interests of Councillors

(a) In relation to a contract or arrangement in which a Councillor has a material personal
interest:
(i) the fact that the Councillor signed the document evidencing the contract or
arrangement will not in any way affect its validity;
(ii) a contract or arrangement made by the Company or any related body corporate
with a Councillor may not be avoided merely because the Councillor is a party to
the contract or arrangement or otherwise interested in it; and
(iii) the Councillor will not be liable to account to the Company for any profit derived in
respect of the contract or arrangement merely because of the Councillor's office
or the fiduciary relationship it entails.
(b) Nothing in this rule 24 affects the duty of a Councillor:
(i) who holds any office or possesses any property whereby, directly or indirectly,
duties or interests might be created in conflict with the Councillor's duties or
interests as a Councillor, to declare at a meeting of the Council, the fact and the
nature, character and extent of the conflict; or
(ii) to comply with the Corporations Act or any other law.

25 Committees of the Council

(a) The Council may delegate any of its powers to committees consisting of any one or more
Councillors or any other person or persons as the Council thinks fit and may revoke that
delegation. In the exercise of delegated powers, any committee formed or person or
persons appointed to the committee must conform to any regulations that may be
imposed by the Council. A delegate of the Council may be authorised to sub-delegate
any of the powers for the time being vested in the delegate.
(b) Questions arising at a meeting of a committee must be determined by a majority of votes
of the committee members present and voting.

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(c) The meetings and proceedings of any committee are to be governed by the provisions of
this Constitution for regulating the meetings and proceedings of the Council so far as they
are applicable and are not in conflict with or superseded by any regulations made by the
Council under rule 25.
(d) Nothing in this rule 25 limits the power of the Council to delegate.

26 Written Resolutions of Councillors

(a) The Council may pass a resolution without a Council meeting being held if a three
quarters majority of the Councillors (where notice of the resolution has been given to all
Councillors), who are entitled to vote on the resolution (not being less than the number
required for a quorum at a meeting of the Council) assent to a document containing a
statement that they are in favour of the resolution set out in the document.
(b) A Councillor may signify assent to a document under this rule 26 by signing the document
or by notifying a Secretary of the assent of the Councillor by any technology including fax
or email. The resolution is passed when the last Councillor, or the last of the Councillors
constituting a majority (as applicable), has assented to the document. The resolution
must be entered into the minutes of the Council's meetings as soon as practicable.
(c) Separate copies of a document may be used for signing by the Councillors if the wording
of the resolution and statement is identical in each copy.
(d) Where a Councillor signifies assent to a document under rule 26(a) other than by signing
the document, the Councillor must by way of confirmation sign the document before or at
the next meeting of the Council attended by that Councillor. The resolution the subject of
a document is not invalid if a Councillor does not comply with this requirement.

27 Defects in Appointments of Councillors

(a) All actions at any meeting of the Council or by a committee or by any person acting as a
Councillor are, despite the fact that it is afterwards discovered that there was some defect
in the appointment of any of the Councillors or the committee or the person acting as a
Councillor or that any of them were disqualified, as valid as if every person had been
properly appointed and was qualified and continued to be a Councillor or a member of the
committee.
(b) If the number of Councillors is reduced below the minimum number fixed under this
Constitution, the continuing Councillors may act for the purpose of increasing the number
of Councillors to that number but for no other purpose.

Secretaries and Other Positions

28 Secretaries
(a) The Secretary holds office on the terms and conditions as to remuneration, and
otherwise, as the Council decides.
(b) The Secretary must keep accurate records of the proceedings of each meeting, which on
being confirmed at the next ordinary meeting and signed by the chair, must be held as
authoritative.
(c) The Secretary must keep custody of the minute book and other documents belonging to
the Council and these documents must be open to the inspection of any Councillor.
(d) The Council may at any time appoint an acting Secretary to perform the functions of the
Secretary during any absence of the Secretary.

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(e) The Council may at any time terminate the appointment of a Secretary or acting
Secretary.

29 Appointment of College Chaplain

(a) If the Principal is not an ordained minister of an Approved Church, the Council must
appoint an ordained minister of an Approved Church as chaplain to the College.
(b) The chaplain cannot be a Councillor.

30 Appointment of Vice-Principal
(a) The Council may appoint a person to the office of vice-principal of the College for the
period and on the terms it determines.
(b) The vice-principal may, in the absence of the Principal from the College for any extended
period (such period being determined by the By-Laws), exercise the functions of the
Principal and is taken to be the Principal during any such period.
(c) However, rule 30(b) does not confer a position on the Council for the vice-principal.

31 Visitor
(a) The Chancellor of the University is the visitor of the College.
(b) The visitor has the following functions only:
(i) to visit the College for the purposes of examining the manner in which the
College is conducted;
(ii) to report to the Council on any matter relating to the conduct of the College; and
(iii) such ceremonial functions as may be determined by the Council.
(c) Accordingly, the visitor has no functions or jurisdiction with respect to the resolution of
disputes, or the hearing of appeals, concerning staff, student or other matters.

32 Other Officers
(a) The Council may from time to time:
(i) create any other position or positions in the Company with the powers and
responsibilities as the Council may from time to time confer; and
(ii) appoint any person, whether or not a Councillor, to any position or positions
created under rule 32(a)(i).
(b) The Council may at any time terminate the appointment of a person holding a position
created under rule 32(a)(i) and may abolish the position.

Electors

33 Admission as an Elector
(a) All Electors must be natural persons.
(b) A person is eligible to be an Elector on the Electoral Roll if they fall within one of the
following three categories:
(i) (Category 1) A Councillor or a former Councillor.
(ii) (Category 2) A person who:
(A) is a graduate of the University or another university; and

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(B) has been a Resident for a period of or periods totalling at least two years.
(iii) (Category 3) The Council may by resolution appoint as an Elector a person
whose association with the College, in the Council's opinion, warrants such
appointment.
(c) A Category 1 person is to be admitted to the Electoral Roll upon becoming a Councillor.
(d) A Category 2 person is to be admitted to the Electoral Roll upon application by that
person in writing and payment of such fees as the Council may determine.
(e) A Category 3 person is to be admitted to the Electoral Roll upon the passing of the
Council resolution.
(f) When the person is to be admitted, the Secretary must within 14 days notify the person
and request payment of the fee, if any.
(g) If the person does not correctly pay the fee, if any, within 28 days after the date on which
the person is notified that the fee is payable, the Council may, in its absolute discretion,
refuse to admit the person to the Electoral Roll.
(h) When the Company receives payment from the person of the fee or, if there is no fee,
when the Council decides to admit the person as an Elector, the person will be admitted
to the Electoral Roll and will immediately become an Elector.

34 Elector Fee
The Council may from time to time determine a fee for Electors and the terms of payment of the
fee.

35 Non-payment of Elector Fee

(a) If any fee of an Elector remains unpaid for a period of 14 days after it becomes due, the
Secretary must give notice to the Elector of that fact.
(b) If any fee remains unpaid more than 28 days after the date of the notice given under rule
35(a), the Council may remove the Elector's name from the Electoral Roll.

36 Removal of an Elector from the Electoral Roll

The Council may by special resolution remove a person from the Electoral Roll. The Council has
absolute discretion in the exercise of this power and does not have to provide reasons for the
decision. No liability shall attach to the Council or any Councillor by reason of such termination.
Upon passage of the resolution, the person must be removed from the Electoral Roll.

37 Resignation of an Elector
An Elector may remove themselves from the Electoral Roll by giving notice in writing to the
Secretary. The resignation is effective from the date it is received by the Secretary.

38 Ceasing to be an Elector
An Elector automatically ceases to be an Elector on the Electoral Roll of the Company on the
date that:
(a) the Elector is removed in accordance with rule 35 or 36;
(b) the Elector resigns in accordance with rule 37; or
(c) the Elector dies.

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39 Liability after a Person Ceases to be an Elector

A person who ceases to be an Elector must pay to the Company all fees or other amounts owing
to the Company that are due and unpaid at the date that the person ceases to be an Elector.

40 Electoral Roll
The Electoral Roll must be maintained by the Secretary and must contain the full name, address
and electronic address of each Elector and any other information required by the Council.

41 Address of Electors
If an Elector informs the Secretary in writing of any change in their address or electronic address,
the Secretary must enter any such change of address or electronic address in the Electoral Roll.
The latest address or electronic address in the Electoral Roll is deemed to be the Elector's
registered address or electronic address.

Membership

42 Members of the Company

(a) The Members are those persons admitted to the membership of the Company whose
names are entered into the Company's register of Members.
(b) On registration of the Company the Members will be those persons set out in the
schedule.
(c) Two or more persons cannot be registered as holding a single membership interest,
whether as joint tenants or as tenants in common.

43 Limited Liability of Members

The liability of the Members is limited.

44 Members' Liability on Winding Up

Each Member undertakes to contribute to the assets of the Company in the event of it being
wound up while they are a Member, or within one year after they cease to be a Member, for
payment of the debts and liabilities of the Company and of the costs, charges and expenses of
winding up, such amount as may be required not exceeding $1.

45 Admission as a Member
(a) A person can only be a Member if they are a Councillor.
(b) When a person is appointed as a Councillor and has provided their consents in
accordance with 8(a)(iii), that person must be admitted as a Member by being registered
in the Company's register of Members as soon as reasonably practical.

46 Resignation of an Elector
A Member may remove themselves from the register of Members by giving notice in writing to the
Secretary. The resignation is effective from the date it is received by the Secretary.

47 Ceasing to be a Member
A Member's membership of the Company automatically ceases when:
(a) the Member ceases to be a Councillor; or
(b) the Member resigns by notice in writing to the Company.

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48 Register of Members
The register of Members must be kept by the Secretary and must contain the full name, address
and electronic address of each Member and any other information required by the Council.

49 Address of Members
If a Member informs the Secretary in writing of any change in their address or electronic address,
the Secretary must enter any such change of address or electronic address in the register of
Members. The latest address or electronic address in the register of Members is deemed to be
the Member’s registered address or electronic address.

General Meetings

50 General Meetings
(a) The Council must hold an annual general meeting at least once in each calendar year
and within five months after the end of its financial year. [Allens Note: it is not
mandatory for a registered charity to hold an AGM. However under ACNC
governance standard two charities must be accountable to its members. This is a
flexible principle based standard that allows charities to consider how best to be
accountable to its members.]
(b) Any one Councillor may convene a general meeting of the Company whenever they think
fit.
(c) Any Councillor may cancel or postpone any meeting convened by that Councillor or
group of Councillors by notice in writing to all persons who were entitled to receive notice
of that meeting, except where the cancellation or postponement would be contrary to the
Corporations Act. Any failure to give notice of cancellation or postponement does not
invalidate the cancellation or postponement or any resolution passed at a postponed
general meeting.
(d) The Company may hold a meeting of its members at two or more venues using any
technology that gives the members as a whole a reasonable opportunity to participate.
(e) A meeting of the Company's members must be held at a reasonable time and place.

51 Notice of General Meetings

(a) Where the Council has called a general meeting, notice of the meeting may be given in
the form and manner in which the Council determines, subject to the Corporations Act
and this rule 51.
(b) Notice of the meeting must:
(i) contain the business to be considered; and
(ii) must be given to Members at least four days prior to the meeting.
(c) Each notice requirement in rule 51(b) may be waived by a three quarters majority of the
Members.
(d) If a special resolution is to be proposed at the meeting, the notice must set out an
intention to propose the special resolution and state the resolution.
(e) The non-receipt of a notice convening a general meeting by, or the accidental omission to
give notice to, any person entitled to receive notice does not invalidate the proceedings at
or any resolution passed at the meeting.

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52 Business of Annual and Other General Meetings

(a) The business of an annual general meeting of the Company includes:
(i) to receive and consider the accounts and reports required by the ACNC Act to be
laid before each annual general meeting;
(ii) when relevant to appoint an auditor and to fix the auditor's remuneration; and
(iii) to transact any other business that, under this Constitution or the Corporations
Act, is required to be transacted at any annual general meeting.
The business of an annual general meeting may also include any other business that
may be transacted at a general meeting.
(b) Other powers of the general meeting include:
(i) determining the distribution of assets upon the winding up of the Company; and
(ii) the power to alter, amend, add to or repeal this Constitution.
(c) No person may move at any general meeting either any resolution (except in the form set
out in the notice of meeting) or any amendment of any resolution, except with the
approval of the Council, with the permission of the chair of the meeting or under the
Corporations Act.

53 Right of Others to Attend General Meeting

Any person (whether a Member or not) or group of persons requested or invited by the Council to
attend any general meeting are entitled to be present and, at the request of the chair of the
meeting, to speak at that general meeting.

54 Quorum for General Meetings

(a) No business may be transacted at any general meeting except, subject to rule 55, the
election of a chair of the meeting, unless a quorum of Members is present at the time
when the meeting proceeds to business.
(b) Except as otherwise provided in this Constitution, five Members Present constitutes a
quorum.
(c) If there is not a quorum at a general meeting within 30 minutes after the time specified in
the notice of the meeting, the meeting is dissolved unless the chair of the meeting or the
Council adjourns the meeting to a date, time and place determined by that chair or the
Council. If no quorum is present at any adjourned meeting within 30 minutes after the
time for the meeting, the meeting is dissolved.
(d) Nothing in this Constitution limits the Company's power to pass a resolution without a
general meeting in accordance with the Corporations Act.

55 Conduct of General Meetings

(a) Subject to rule 55(b), the chair of the Council is entitled to preside as chair at every
general meeting.
(b) Where a general meeting is held and:
(i) there is no chair of the Council; or
(ii) the chair of the Council is not able to be present at the meeting or is not present
within 15 minutes after the time appointed for the meeting, or despite being so
present is unable or unwilling to act as chair of the meeting,

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the Councillors present may choose one of their number.

(c) The general conduct of each general meeting of the Company and the procedures to be
adopted at the meeting are as determined at, during or prior to the meeting by the chair of
the meeting.
(d) The chair of a general meeting of the Company may make rulings without putting the
question (or any question) to a vote if that chair considers action is required to ensure the
orderly conduct of the meeting.
(e) If at any time the chair of a general meeting of the Company considers it necessary or
desirable for the proper and orderly conduct of the meeting, that chair may demand the
cessation of debate or discussion on any business, question, motion or resolution being
considered by the meeting and require the business, question, motion or resolution to be
put to a vote of the Members Present.
(f) Any determination by the chair of a general meeting in relation to matters of procedure
(including any procedural motions moved at, or put to, the meeting) or any other matter
arising directly or indirectly from the business is final (including any procedural motions
moved at, or put to, the meeting). Any challenge to a right to vote (whether on a show of
hands or on a poll) or to a determination to allow or disregard a vote may only be made at
the meeting and may be determined by the chair of the meeting whose decision is final.
(g) If a person purports to cast a vote at a general meeting in contravention of the
Corporations Act, the chair of the meeting may determine that the vote be disregarded
and treated as not having been cast.
(h) Nothing contained in this rule limits the powers conferred on a chair of a general meeting
by law.

56 Acting Chair
(a) If during any general meeting the chair of the meeting acting under rule 55 is unwilling to
chair any part of the proceedings, that chair may withdraw during the relevant part of the
proceedings and may nominate any person who immediately before the general meeting
was a Councillor or who has been nominated for election as a Councillor at the meeting
to be acting chair of the meeting during the relevant part of the proceedings. On the
conclusion of the relevant part of the proceedings the acting chair of the meeting is to
withdraw and the chair of the meeting acting under rule 55 is to resume to chair the
meeting.
(b) Where an instrument of proxy appoints the chair of a general meeting as proxy for the
part of the proceedings for which an acting chair of the meeting has been nominated, the
instrument of proxy is taken to be in favour of that acting chair for the relevant part of the
proceedings.

57 Adjournment of General Meetings

(a) During the course of a general meeting the chair of the meeting may, and if so directed
by the meeting must, adjourn the meeting or any business, motion, question or resolution
being considered or remaining to be considered by the meeting or any debate or
discussion either to a later time at the same meeting or to an adjourned meeting to be
held at the time and place determined by that chair.
(b) No business may be transacted at any adjourned general meeting other than the
business left unfinished at the meeting from which the adjournment took place.

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(c) When a meeting is adjourned for 30 days or more, notice of the adjourned meeting must
be given as in the case of an original meeting. Otherwise it is not necessary to give any
notice of an adjournment or of the business to be transacted at an adjourned meeting.

58 Voting at General Meetings

(a) Subject to the requirements of the Corporations Act, any question submitted to a general
meeting is to be decided by a simple majority of votes validly cast on the question at the
meeting.
(b) Subject to the requirements of the Corporations Act, any question submitted to a general
meeting is to be decided in the first instance by a show of hands of the Members Present
and entitled to vote, unless a poll is demanded.
(c) Unless a poll is demanded, a declaration by the chair of a general meeting following a
vote on a show of hands at the meeting that a resolution has been passed or lost is
conclusive, without proof of the number or proportion of the votes recorded in favour of or
against the resolution.
(d) At any general meeting, a poll may be demanded by a Member on any resolution or by
the chair of the meeting. No poll may be demanded on the election of a chair of the
meeting or, unless that chair otherwise determines, the adjournment of the meeting. A
demand for a poll may be withdrawn.

59 Chair Has Casting Vote

In the case of an equality of votes on a show of hands or on a poll at a general meeting of the
Company, the chair of the meeting has a casting vote in addition to any vote to which that chair
may be entitled as a Member or as a proxy, attorney or properly appointed representative of a
Member.

60 Procedure for Polls

(a) A poll may be demanded:
(i) before a vote is taken;
(ii) before the voting results on a show of hands are declared; or
(iii) immediately after the voting results on a show of hands are declared.
(b) When demanded at a general meeting, a poll may be taken in the manner and at the time
that the chair of the meeting directs.
(c) The result of a poll may be announced in the manner and at the time (whether during the
relevant meeting or afterwards) that the chair of the meeting considers appropriate.
(d) The result of a poll is the resolution of the meeting at which the poll was demanded.
(e) The demand for a poll does not prevent a meeting from continuing for the transaction of
any business other than that on which a poll has been demanded. Subject to rules 56 and
58(d), a poll demanded on any question of adjournment is to be taken at the meeting and
without adjournment.

61 Representation and Voting of Members

Subject to this Constitution and any rights or restrictions for the time being placed on any
Member:

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(a) at meetings of Members, each Member entitled to attend and vote may:
(i) attend and vote in person; or
(ii) be represented and vote by proxy or by attorney,
(b) a Member may only vote by one of the permitted methods in rule 61(a) although, without
limiting rule 63(b), a Member may attend and participate in a meeting even though the
Member has previously appointed a proxy or attorney in respect of that meeting; and
(c) each Member has one vote both on a show of hands and a poll.

62 Proxies and Form of Proxy

(a) A Member who is entitled to attend and vote at a meeting of the Company may appoint a
person as a proxy to attend and vote for the Member. A proxy appointed in accordance
with this Constitution to attend and vote may exercise the rights of the Member (which
includes speaking at the meeting and demanding a poll) on the basis and subject to the
restrictions provided in this Constitution.
(b) A Member may appoint one proxy. A proxy need not be a Member.
(c) An appointment of a proxy may be a standing one.
(d) An appointment of a proxy is valid if it is signed or otherwise authenticated in a manner
allowed by the Council and contains:
(i) the Member's name;
(ii) the Company's name;
(iii) the proxy's name or the name of the office held by the proxy;
(iv) the meeting at which the appointment may be used,
and may be in any form (including electronic) that the Council may prescribe or
accept.
(e) For the appointment to be effective, the following documents must be received by the
Company at least 48 hours before the meeting:
(i) the proxy's appointment; and
(ii) if the appointment is signed or authenticated in another manner, by the
appointor's attorney, the authority under which the appointment was signed or
authenticated, or a certified copy of the authority.
(f) A Company receives the documents referred to in rule 62(e) when the document is
received at any of the following:
(i) the Company's registered office;
(ii) a fax number at the Company's registered office; or
(iii) a place, fax number or electronic address specified for the purpose in the notice
of meeting.
(g) Where a notice of meeting provides for electronic lodgement of proxy appointments, an
appointment lodged at the electronic address or by the electronic means specified in the
notice is taken to have been received at the registered office of the Company and
validated by the Member if there is compliance with the requirements set out in the
notice.

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(h) If a meeting of a Company's Members has been adjourned, an appointment and any
authority received by the Company at least 48 hours before the resumption of the
meeting are effective for the resumed part of the meeting.
(i) If a proxy appointment is not properly executed or validated, incomplete or unclear, the
following provisions apply. Nothing obliges the Council or the Company to do anything
referred to in those provisions
(i) If the name of the proxy is not included, the name of any Councillor or Secretary
may be inserted by the Secretary on the authority of the Council (which may
occur later than the time specified in the relevant notice of meeting for the receipt
of proxy appointments).
(ii) If the appointment has not been duly signed or validated, the Company may:
(A) return the appointment to the appointing Member;
(B) request that the Member sign or validate the appointment and return it to
the Company within a period decided by the Council (which may be later
than the time specified in the relevant notice of meeting for the receipt of
proxy appointments).
(iii) If the appointment is otherwise incomplete or unclear, the Company may, by
written or oral communication, clarify with a Member any instruction on the
appointment and complete or amend the contents of any appointment to reflect
any clarification in instruction received from the Member (which completion or
amendment may occur later than the time specified in the relevant notice of
meeting for the receipt of proxy appointments). For this purpose, the Member
appoints the Company as its attorney.

63 Validity of Proxies, Attorneys and Representatives

(a) A vote exercised in accordance with the terms of a proxy appointment, a power of
attorney or other relevant instrument of appointment is valid despite:
(i) the previous death or unsoundness of mind of the principal; or
(ii) the revocation of the appointment, power or instrument (or of the authority under
which it was made or given),
if no notice in writing of the death, unsoundness of mind or revocation (as the case may
be) has been received by the Company at its registered office at least 48 hours (or any
shorter period as the Council may permit or specified by the Corporations Act) before the
commencement of the meeting or adjourned meeting at which the instrument is used or
the power is exercised.
(b) A proxy appointment or power of attorney (subject to its terms) is not revoked by the
principal attending and taking part in the relevant meeting unless the principal actually
votes at the meeting on a resolution for which the proxy appointment or power of attorney
is proposed to be used.
(c) Voting instructions given by a Member to a Councillor or employee of the Company who
is appointed as proxy (Company Proxy) are valid only if contained in the form of
appointment of the Company Proxy. If a Member wishes to give a Company Proxy
appointed by the Member new instructions or variations to earlier instructions, the new or
varied instructions are only valid if either they are received at the registered office of the
Company at least 48 hours before the meeting or adjourned meeting by a notice in writing

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signed by the Member or they are otherwise validated by the Member in a manner
acceptable to the Council in its discretion prior to the commencement of the meeting.

Miscellaneous

64 Seals and Their Use

The Company may have a common seal and a duplicate common seal. If the Company has any
such seal:
(a) it may only be used with the authority of the Council (which must be minuted); and
(b) every document to which it is affixed must be signed by at least two Councillors and
countersigned by the Secretary or some other officer appointed by the Council to
countersign that document or a class of documents in which that document is included.

65 Service of Documents
In this rule 65, a reference to a document includes a notice. Subject to the Corporations Act:
(a) Any Member or Elector who has not left at or sent to the registered office, a place of
address or an electronic address (for registration in the register) at or to which all
documents of the Company may be served or sent is not entitled to receive any
document.
(b) A document may be given by the Company to any Member or Elector by, in the
Company's discretion:
(i) serving it on the Member or Elector personally;
(ii) sending it by post to the Member or Elector or leaving it at the Member or
Elector's address as shown in the register of Members or Electoral Roll, or the
address nominated by the Member or Elector to the Company for the giving of
documents;
(iii) sending it to the fax number nominated by the Member or Elector to the Company
for the giving of documents;
(iv) sending it to the electronic address nominated by the Member or Elector to the
Company for the giving of documents or by other electronic means nominated by
the Member or Elector;
(v) if a Member or Elector nominates any electronic means by which the Member or
Elector may be notified that documents are available and may access
documents, sending a notification that the document is available for access, in
each case by the relevant electronic means; or
(vi) serving it in any manner contemplated in this rule 65(b) on a Member or Elector's
attorney as specified by the Member or Elector in a notice given under rule 65(c).
(c) By written notice to the Secretary left at or sent to the registered office of the Company
or, a Member or Elector may request that all documents to be given by the Company or
the Council be served on the Member or Elector's attorney at an address, or by electronic
means, nominated in the notice and the Company may do so in its discretion.
(d) A document may be sent to a Member or Elector whose address for documents is outside
Australia by airmail, air courier or fax or otherwise be sent or made available
electronically (including as contemplated by rule 65(b)(v)).
(e) Any document sent by post is conclusively considered to have been served at the
expiration of 24 hours after the envelope containing the document is posted and, in
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proving service, it is sufficient to prove that the envelope containing the document was
properly addressed and posted. Any document served on a Member or Elector personally
or left at the Member or Elector's address is conclusively considered to have been served
when delivered. Any document sent to a Member or Elector by fax or other electronic
means is conclusively considered to have been served when the fax or other electronic
transmission is sent. Any document made available to a Member or Elector by electronic
means as contemplated by rule 65(b)(v) is conclusively considered to have been served
when notification that the document is available for access by that means is sent.
(f) A document served in accordance with this Constitution is (despite the fact that the
Member or Elector is then dead and whether or not the Company has notice of the
Member or Elector's death) conclusively considered to have been properly served. The
service is sufficient service of the document on the Member or Elector's personal
representative.
(g) No election of a Councillor or other proceeding is invalidated by the failure to give notice
to any person entitled to receive it.

66 Indemnity of Officers, Insurance and Access

(a) The Company indemnifies each officer of the Company out of the assets of the Company
to the relevant extent against any liability incurred by the officer in or arising out of the
conduct of the business of the Company or in or arising out of the discharge of the duties
of the officer (other than those arising out of conduct involving a lack of good faith). This
includes costs incurred by the Councillor in defending any proceedings brought against
the Councillor in the Councillor's capacity as a Councillor or for the Councillor's actions in
that capacity in which judgment is given in the Councillor's favour. The Council may
advance to a Councillor moneys to meet the costs of any such proceedings.
(b) Where the Council considers it appropriate, the Company may execute a documentary
indemnity in any form in favour of any officer of the Company, provided that such terms
are not inconsistent with this rule 66.
(c) Where the Council considers it appropriate, the Company may:
(i) make payments by way of premium in respect of any contract effecting insurance
on behalf or in respect of an officer of the Company against any liability incurred
by the officer in or arising out of the conduct of the business of the Company or in
or arising out of the discharge of the duties of the officer; and
(ii) bind itself in any contract or deed with any officer of the Company to make the
payments.
(d) Where the Council considers it appropriate, the Company may:
(i) give a former Councillor access to certain papers, including documents provided
or available to the Councillors and other papers referred to in those documents;
and
(ii) bind itself in any contract with a Councillor or former Councillor to give the
access.
(e) In this rule 66:
(i) officer means:
(A) a Councillor, Secretary or senior manager;
(B) a responsible manager; or

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(C) a person appointed as a trustee by, or acting as a trustee at the request

of, the Company,
and includes a former officer.
(ii) responsible manager means any responsible manager appointed under the
terms of an Australian financial services licence.
(iii) duties of the officer includes, in any particular case where the Council considers
it appropriate, duties arising by reason of the appointment, nomination or
secondment in any capacity of an officer by the Company or, where applicable, a
subsidiary of the Company to any other corporation.
(iv) to the relevant extent means:
(A) to the extent the Company is not precluded by law from doing so;
(B) to the extent and for the amount that the officer is not otherwise entitled
to be indemnified and is not actually indemnified by another person
(including, but without limitation, a subsidiary or an insurer under any
insurance policy);
(C) where the liability is incurred in or arising out of the conduct of the
business of another corporation or in the discharge of the duties of the
officer in relation to another corporation, to the extent and for the amount
that the officer is not entitled to be indemnified and is not actually
indemnified out of the assets of that corporation;
(D) in the case of an employee who is not a Councillor, secretary or senior
manager, to the extent that the conduct of the employee did not
constitute serious and wilful misconduct.
(E) in the case of a responsible manager who is not a Councillor, secretary or
senior manager, to the extent that the conduct of the responsible
manager did not constitute serious and wilful misconduct.
(v) liability means all costs, charges, losses, damages, expenses, penalties and
liabilities of any kind including, in particular, legal costs incurred in defending any
proceedings (whether criminal, civil, administrative or judicial) or appearing before
any court, tribunal, government authority or other body.

67 Debts
(a) Any moneys owing to the Company by any current or former:
(i) Councillor;
(ii) Principal or vice-principal;
(iii) Elector;
(iv) Resident; or
(v) student,
must be repaid at an interest rate (if any) the Council determines.
(b) A certificate as to the amount owed by any person in rule 67(a) signed by the Principal or
Secretary is prima facie evidence that the person is indebted to the Company for that
amount which may be recovered by the Company in any Court of competent jurisdiction.

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68 Property of Saint Andrew's College

(a) Lot 1 in Deposited Plan 137172 remains vested in the trustees for Saint Andrew's College
under the terms of the Sub-Grant dated 6 August 1873 for the use and benefit of Saint
Andrew's College.
(b) All other property of the College, including all property of the College immediately before
the conversion of the College from a statutory corporation to a company limited by
guarantee, shall be held by the College and administered by the Council for the purposes
of the College in accordance with the Constitution.
(c) Any property held on trust for the College immediately before the conversion of the
College from a statutory corporation to a company limited by guarantee, shall be held on
the same trust.

69 Transitional
(a) This Constitution supersedes the Saint Andrew's College Act 1998 (NSW), in force
immediately before the adoption of this Constitution, as the governing document of Saint
Andrew's College.
(b) Everything done under the Saint Andrew's College Act 1998 (NSW) and associated by-
laws continues to have the same operation and effect after the adoption of this
Constitution as if properly done under this Constitution. In particular (without limitation)
every member of the Council of Saint Andrew's College as constituted by the Saint
Andrew's College Act 1998 (NSW) immediately before the adoption of this Constitution is
taken to have been appointed as a Councillor and continues in office under this
Constitution and each person on the electoral roll maintained by the College immediately
before the adoption of this Constitution is taken to have been entered on the Electoral
Roll on the commencement of this Constitution.

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Schedule

Consent to Terms of this Constitution

Initial Members
Each of the people named below as a Member consents to becoming a Member and agrees to the terms
of this Constitution.

Name Address Signature

Charlie Taylor [*]
Wayne Erickson [*]
Craig Blair [*]
Adam Casselden [*]
Eleanor Cheetham [*]
Elaine Farmer [*]
Campbell Hanan [*]
Ian Jackman [*]
Sasha Kovic [*]
Margaret Mackenzie [*]
Trent van Veen [*]
Conrad Nixon [*]

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