r

matet Dei

IMIJJJMICOJ~JWlIDrnJJMI COJJ1 ~~~COJCCll~ !iITCOJJW

R.M.B. 525, Camden. N.S. W. 2570

Telephone: (046) 55 7481 Facsimile: (046) 55 9515

CTJH.075.01008.0001

Corporations Law

A Company Limited by Guarantee Not Having A Share Capital

MEMORANDUM Of ASSCX:IATION

of

MATER OEI LIMITED

L The name of the Company is 11 Mater Dei Limited" C "the Company").

2 . Where used herein the following expressions shall have the meanings ascribed to them below:

Ca> "The Act11 means the Corporations Law and amendments thereof.

Cb) "The School" means Mater Dei School at Camden in the State of New South Hales, including all its ancillary buildings wheresoever located.

Cc) 11 The Institute" means the religious Institute of the Sisters of the Good Samaritan of the Order of Saint Benedict.

Cd) 11 The Trustees" means Trustees of The Sisters of the Good Samaritan a body corporate pursuant to the provisions of the Roman Catholic Church Communities 1 Lands Act 1942.

Hards importing the singular number include the plural and vice versa.

Hords importing either gender include the other gender.

3. The objects for which the Company is established are:-

(a) To manage and carry on in conformity with canon law and as part of the mission of the Church at Camden in the State of New South Hales or elsewhere within the said State a Roman Catholic educational establishment for students of various cultures and social traditions. To do this in such a way that the particular needs of each young person are recognised and developed according to sound modern educational procedures in special education. To prepare young people to live their lives as independently as possible. To provide students with the opportunity from time to time of participating in the residential programme in order that they might develop skills needed for independent living . To provide experience of i ntergrati on. To help students to 1 earn how to cope appropriately in a variety of social situations. To help each

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student 1 earn the speci a 1 ski 11 s needed to cope with his/her specific disability. To provide the specialised staff necessary for developing the wide variety of skills appropriate for Mater Dei students.

Generally to provide for the students an effective caring and harmonious environment consistent with Christi an pri nci pl es. and one which reflects the educational principles of the Institute. These principles include in their aims, the development in the students of:

( i)

(ii)

(iii)

(iv)

(V)

(vi)

(vii)

(viii)

· '

(ix)

(X)

a reverence for the Word of scripture as the guide to their continuing search for human and spiritual values;

an understanding and 1 ove of the teachings of Jesus Christ with a willingness to be involved in His Mission within the Church and society, particularly in the areas of social justice;

a personal commitment to Jesus Christ sustained by an attitude of prayerfulness;

a reverence for the earth and its resources as the loving gift of God our Father;

an understanding and respect of themselves as human beings loved by God;

a respect for other persons and for those values which safeguard the wellbeing and growth of others;

a proper respect for materi a 1 things. recognising a 11 God's gifts as a sign of His love for His creatures;

an appreciation for cultural va 1 ues. and for 1 earning in all its forms;

a sense of co-operation and collaboration with staff and parents in promoting the we 1 fare of the School Community and its contribution to Church and Society.

an appreciation of their gifts and an acceptance of their disability which wi 11 enable them to deve 1 op positive attitudes for meeting the challenges that 1 ife in a society wi 11 bring for a person with a disability.

Cb) To undertake the management and control of the School and services presently offered by the Institute for chi 1 dren and young adults with intellectual disabilities and for this purpose to take over the funds and other assets and certain liabilities of the Institute relating only to the public educational institution presently situated at Macquarie Grove Road. Camden in the State of New South Wa 1 es ("the Land") and presently known as "Mater Dei School" and used in connection

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therewith (but excluding the right. title and interest of the Trustees in the Land) and to assume responsibility for certain liabilities of such institution.

(c) To employ teaching staff and other staff as it seems fit and to terminate such employment, in accord with current industrial awards and practices.

(d) To provide a sound curriculum, taking into account individual student's needs, including their personal and social development, their capacity for responsible decision-making and their need for independent 1 i vi ng ski 11 s. To do this within learning strategies which:-

(i) continue the mission entrusted by Jesus to the community He established as witnessed in the Mater Dei Mission Statement;

C1i) endeavour to radiate the same compassion. sensitivity and care for those in need, those with di sabi 1 i ti es and those who are powerless as Jesus invited us to through the parable of the Good Samaritan;

(iii) promote the spiritual, social, intellectual. emoti ona 1 , phys i ca 1 , aes the tic a.nd voca ti ona 1 potential of each young person, integrating these goals in a total view of the student and of education;

(iv) help develop students' capacity to love, create, co-operate. 1 earn. accept res pons i bi 1 ity and interact appropriately with others;

Cv> help the students to know and understand their faith at a level and in a manner appropriate for them. This includes deepening their knowledge and 1 ave of the person of Jesus and, to this end, providing a religious education programme which will also lead them to a personal commitment to prayer, worship, sacramental life and service;

(vi) recognise the dignity and uniqueness of each person and to respond appropriately, in particular by providing individualised learning programmes and helping each student to develop a sense of self-esteem, confidence, responsibility in community and mutual responsibility;

(vii) develop students• sense of community through their experience of it at schoo 1 and a 1 so by a wide experience of community participation;

(viii) recognise parents as the prime educators of their children and to support, involve and complement parents in every way possible;

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(ix) honour the trust parents have p 1 aced in Mater Dei by a 1 ming to 1 eave nothing undone or un tr i ed in endeavouring to help each student develop his/her full potential;

(X) show wi 11 i ngness to examine new education strategies and ideas;

<xi) continue to explore education.al approaches which implement the principles of integration and normal lifestyle to the greatest degree possible.

<xii) ensure that the resources students with the most environment possible;

and faci 1 i ti es stimulating

provide learning

(xiii) provide a variety of learning experiences and teaching methods in order to discern the preferred learning style of each student;

(xiv) provide an individualised plan for each student, keeping in mind the preferred learning style, natural talent areas, level of ability across subject areas, remediation across each subject area when appropriate, as well as social and behavioural ability;

(xv> recognise the importance of 1 anguage deve 1 opment as the chief integrating factor in lea:nj.ng, since listening, speaking, reading and writing }'6 constitute essential tools for young people wishing to enter into and respond to society;

(xvi) provide opportunities for students to participate in a variety of aesthetic experiences including art, drama and music;

(xvii) monitor students 1 progress with assessment procedures which espouse gospel values and promote growth in learning for the student;

<xviii) facilitate excursions, travel for educational living skills purposes;

camps, work. experience

experience and and independent

(xix) provide experiences to enable students to live their lives as independently as possible within their community with dignity and self-confidence.

( .e) To carry out programmes of parent and community education and teacher in-service and further education, and to work. co-operatively with universities. colleges and any other external agencies in all matters relating to the professional development of teachers, fostering innovative and effective teaching techniques, acquiring appropriate resources. technology and such personnel as the Company from time to time

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deems appropriate, in order that the Company can discharge its obligations pursuant to the foregoing objects.

(f ) Solely for the purpose of carrying out the aforesaid objects and not otherwise the Company has power:

(i) to raise funds by way of fetes bazaars fairs and other similar fund raising activities;

(ii) to purchase, take on 1 ease or in exchange, hi re, or otherwise acquire or dea 1 with any rea 1 or persona 1 proper.ty and any rights or privileges which the Company may think necessary or convenient;

(iii) to undertake and execute either gratuitously or otherwise any trust <whether an education trust or otherwise) the undertaking whereof may seem desirable and to make execute or enter into any trust, trust deed, declaration of trust or other deed or instrument and to vary amend or revoke the same by deed instrument or otherwise;

(iv) as trustee or custodian trustee of or in any other capacity concerned with any trust or fund to contract. associate or co-operate with or assist any person or body corporate;

(v) to undertake any office of trust or confidence and perform and discharge the duties and functions incident thereto;

(vi) from time to time as occasions shall require to construct, maintain, repair and alter any buildings. improvements or other works necessary or convenient for the purposes of the Company;

(vii) to comply with Government Regulations for the conduct of the School and apply for and receive funding from Government sources and be accountable for this funding.

·(vi ii> to invest moneys from time to time in any security authorised by the Trustee Act or by way of loan to or deposit with (secured or unsecured) any Public Company 75t of whose shares are owned by a Bank.

(ix) to found or take over and carry on from time to time whenever it may be thought desirable any similar educati ona 1 es tab 1 i shment and houses of residence and to amalgamate with any other institution or institutions having objects similar to those of the Company and to affiliate any co 11 ege or schoo 1 conducted by the Company with any uni vers \ty co 11 ege school or company having objects similar to the Company;

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(x) if thought desirable to found and endow Scholarships, Bursaries and Exhibitions with any college or school conducted by the Company or at any University and to provide awards (including prizes) payments or assistance to the students of any college conducted by the Company;

(xi) to borrow or raise and secure th.e payment of money by the issue of or upon Bonds and Debentures whether with or without a floating charge over a 11 or any of the assets and undertaking of the Company or other obligations or securities of the Company or by Mortgage or Charge upon all or any part of the assets and undertaking of the Company and to purchase. redeem or payoff any such securities;

Cxi i) to make agreements with any persons or corporations and to undertake the office of Tr us tee for the benefit of the Company;

(xiii) to accept subscriptions. guarantees. donations, gifts. legacies and bequests which may seem desirable whether of real or personal estate;

(xiv) to sell, improve, subdivide , develop. exchange, lease, settle or otherwise deal with all or any part of the property (both real and personal) and rights of the Company for such consideration as the Company thinks fit and in particular for shares, debentures or securities of any other company having objects similar to those of the Company and to make, create. grant or acquire by way of purchase or otherwise, roads. easements, or other rights, licenses or privileges;

(xv) to establish and support or aid in or contribute to the establishment and support of Superannuation schemes calculated to benefit employees or other staff of the Company and any of them or the dependants or connections of such persons and to grant pensions and allowances and to make payments towards insurance and to endow or contribute towards the same;

(xvi) to subscribe or guarantee money for charitable or benevolent objects or for any ex hi bit ion or for any public general or useful object;

(xvii) to draw. make. accept, endorse. discount, execute and issue bi 11 s of exchange. debentures and other negotiable transferable instruments;

(xviii) to dea 1 in produce dairy farm and garden produce of a 11 kinds for the purpose of supp 1 yi ng food for the students and staff and for educational purposes and to engage in other ventures that may be conducted for the

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purposes of educating the students in commercial activities including selling goods for the benefit of the Company;

(xix) to establish, maintain and conduct either alone or in conjunction with others such libraries, clubs and facilities for education, sport, recreation, entertainment or refreshment of the employees and pupils past or present of any college conducted by the Company or of the members of any body or organisation connected with any such co 11 ege or their friends and the convnunity generally as may seem desirable;

Cxx) to provide or to concur with any persons or corporations in providing such transport carrying or like services as may appear desirable;

Cxxi) to do al 1 or any of the above things as principals, agents, contractors. trustees or otherwise and by or through trustees, agents or otherwise and either alone or in conjunction with others;

Cxxii) to do all such other things as are incidental or conducive to the attainment of the above objects.

Provided that the Company shall not support with its funds any activity or endeavour to impose on or procure to be observed by its members or others any regulations or restrictions which, if an object of the Company would make it a trade union within the meaning of the Trade Unions Act.

4. The income and property of the Company whencesoever derived shall be applied solely towards the promotion of the objects of the Company and no portion thereof shall be paid or transferred directly or indirectly by way of dividend. bonus or otherwise howsoever by way of profit to the members of the Company PROVIDED THAT nothing herein contained shall prevent the payment in good faith of remuneration to any officers or servants of the Company or to any member thereof or any other person in return for any service actually rendered to the Company Cother than the attendance of members of any Council, Committee or Sub-Committee at any meeting of such body) nor prevent the payment of interest at a rate not exceeding interest at the rate for the time being charged by Bankers in Sydney for overdrawn accounts on money lent or reasonable and proper rent remuneration or return for the premises demised let or licensed by any member to the Company.

5. The liability of the members of the Company is limited.

6. Every member of the Company undertakes to contribute to the property of the Company, in the event of the same being wound up while he is a member, or within one year after he ceases to be a member, for payment of the debts and 1 i abilities of the Company (contracted before he ceases to be a member) and of the costs, charges, and expenses of winding up and for the adjustment of the rights of the

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contributories among themselves. such amount as may be required, not exceeding fifty dollars ($50.00).

1. If upon the winding up or dissolution Cother than for the purposes of reconstruction or amalgamation) of the Company there remains, after the satisfaction of all its debts and liabilities. any property whatsoever. the same shall not be paid to or distributed among the members of the Company but sha 11 be given or transferred to the Trustees or if the Trustees are no longer in existence. to the Institute and if the Institute is also no longer in existence then to some institution or institutions having objects similar to the objects of the Company. and which shall prohibit the distribution of its or their income and property among its or their members to an extent at least as great as is imposed on the Company under or by virtue of clause 4 hereof, such institution or institutions to be determined by the members of the Company at or before the time of winding up or dissolution.

8. True accounts shall be kept of the sums of money received and expended by the Company and the matter in respect of which such receipts and expenditure takes place and of the property credits and liabilities of the Company.

9 . The provisions of Section 161 of the Act shall not apply to the Company except insofar as they are included in Claus~ 3.

10. The names and addresses and occupations of the subscribers are as fol lows:-

11. We the several persons whose names and addresses are subscribed are desirous of being formed into a company in pursuance of this Memorandum of Association.

Signature of Subscribers

DATED this SAC;0330a

day of

Witness to Signature and address of witness

One thousand nine hundred and ninety one. 7.8

CTJH.075.01008.0009

matet Dei R.M.B. 525, Camden, N.S.W. 2570

Telephone: (046) 55 7481 Facsimile: (046) 55 9515

CTJH.075.01008.0010

..

Corporations Law

A Company Limited by Guarantee Not Having A Share Capital

ARTICLES OF ASSOCIATION

of

HATER OEI LIMITED

l. In these Articles unless there is something in the subject or context inconsistent therewith the following words and expressions shall have the several meanings hereby assigned to them, that is to say:-

.. The Act11 means the Corporations Law and the amendments thereof. Hhere any provision of the Act is referred to, the reference is to such provision as modified by any law for the time being in force . Unless the context otherwise requires, expressions defined in the Act or any modification thereof made by a law in force at the date at which these Articles become binding on the Company. sha 11 have the meaning so defined .

11Articles 11 means these Articles of Association of the. Company.

11 Auditors 11 means the auditors from time to time of the Company.

"The Board" means the Board of Directors of the Company.

11The School" means Mater Oei School at Camden in the State of New South Wales, including all its ancillary buildings wheresoever located.

"Company11 means Mater Oei Limited

11 Genera 1 Meeti ng 11 sha 11 mean a genera 1 meeting <whether annual or general) of the members duly convened and held in accordance with these Articles.

"Month" means calendar month.

"The Institute" means the religious Institute of the Sisters of the Good Samaritan of the Order of Saint Benedict.

"The Principal" means the Principal from time to time of the School .

.. Secretary" means any person appointed to perform the du ti es of a Secretary of the Company and includes the honorary secretary.

"Special Resolution" shall have the meaning ascribed to it in the Act.

"The Trustees" means Trustees of the Sisters of the Good Samaritan,

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a body corporate pursuant to the prov1s10ns of the Roman Catholic Church Communities' Lands Act 1942.

Hords importing the singular number include the plural and vice versa.

Hards importing either gender include the other gender.

Hards or expressions contained in these Articles sha 11 be interpreted in accordance with the provisions of the Companies and Securities (lnterpreta ti on and Mi see 11 aneous Provisions) (New South Hales) Act and of the Act as in force at the date at which these Articles become binding on the Company.

2. The Company is established for the purposes set out in the Memorandum of Association. The Company shall enter into and execute an agreement for the acquisition of the funds and other assets and certain liabilities of the Institute relating to the public educational institution presently situated at Camden in the State of New South Wa 1 es and presently known as "Mater Dei SchooP together with the services presently offered by the Institute for children and young adults with i nte 11ectua1 di sabil iti es (but ex cl udi ng the right title and interest of the Trustees in the land on which the school is erected) and to assume responsibility for all agreed liabilities of that Institution and shall carry the same into full force and effect with or without any modification which sha 11 from time to time be agreed upon between the parties to the agreement and sha 11 give effect .to a 11 the terms and conditions thereof as fully and effectually as may be required.

MEMBERSHIP

3. The number of members with which the Company proposes to be registered is 5 but the members in general meeting may from time to time determine an increase of members.

4. The subscribers to the Memorandum of Association and such other persons who shall be admitted to membership in accordance with these Articles, shall be members of the Company. No person shall be entitled to apply for membership of the Company unless such person is a member of the Institute.

5. Every applicant for membership of the Company shal 1 be proposed by one and seconded by another member of the Company. The app 1 i ca ti on for membership shall be made in writing signed by the applicant and proposer and seconder and sha 11 be in such form as the members in general meeting from time to time prescribe.

6. At the next meeting of the members after receipt of any application for membership, such application shall be considered by such meeting of members. who shall thereupon determine upon the admission or rejection of the applicant. In no case shall the members be required to give any reason for the rejection of an applicant.

7. Hhere an applicant has been accepted for membership the Secretary

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s ha 11 forthwith send to the applicant written notice of acceptance and the applicant shall forthwith become a member of the Company.

CESSATION OF MEMBERSHIP

8. A member may resign membership by giving notice in writing to the Secretary but such resignation shall not relieve the member from l iabi 1 i ty for any money then due by that member to the Company and in addition for any sum not exceeding fifty dollars ($50.00) for which such member is liable as a member of the Company under clause 6 of the Memorandum of Association.

9. A member shall cease to be a member of the Company:-

(a) on that member's resignation as provided in Clause 8;

(b) on the death of that member;

Cc) on the passing of a resolution that that member be excluded from the Company by not less than three fourths of the members of the Company present and voting at a general meeting specially called for that purpose;

(d) if that member becomes a bankrupt;

(e) if that member becomes of unsound mind or a person whose person or e~tate is liable to be dealt with in any way under the law relating to mental health;

(f) if that member. ceases to be a member of the Institute.

Provided that every member to be excluded from membership under sub-clause (c) hereof shall be given seven (7) clear days notice of the general meeting and has the right to attend the meeting but sha 11 not be present at the voting or take part in the proceedings otherwise than as the meeting allows.

ADDRESS OF MEMBERS

10. Every member shall notify the Secretary in writing of any subsequent change of address. The address so given shall be deemed to be the member's registered address for the purpose of issue of notices.

REGISTER OF MEMBERS

11. The Secretary sha 11 keep at the registered office of the Company a register of members setting forth the name. occupation and address of each member.

VOTES OF MEMBERS

12. Every member when eligible to vote, shall vote on a show of hands and on the taking of a poll have one vote.

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GENERAL MEETING

13. The first general meeting shall be held at such time, not being less than one month or more than eighteen (18} months after the incorporation of the Company and at such place as the Subscribers may determine.

14. Annual general meetings of the Company shall be held in accordance with the provisions of the Act. A 11 genera 1 meetings. other than annual general meetings, shall be called general meetings.

15. The Chairperson of the Board of Directors or any two members of the Company may, whenever they think fit, convene a General Meeting, and General Meetings shall be convened on such requisition or in default may be convened by such requisitionists as provided by the Act.

16. Subject to the provisions of the Act relating to special resolutions and agreements for shorter notice, at least fourteen (14) days notice of a 11 general meetings (ex cl us i ve of the day on which the notice is served or deemed to be served and exclusive of the day for which notice is given), specifying the place the day and the hour of meeting and in case of special business the general nature of that business, shall be given to such persons as are entitled to receive such notices from the Company. The accidental omission to give notice of any meeting to or the non receipt of any such notice by any of the members shall not invalidate any resolution passed at any such meeting.

17. For the purposes of the preceding Article all business shall be speci a 1 that is transacted at a genera 1 meeting. and a 1 so a 11 that is transacted at an annua 1 general meeting, with the exception of the consideration of the accounts, balance sheets and the report of the Board and Auditors, the election of Directors and the appointment and remuneration of the Auditors if necessary.

18. · In general meetings: -

{a) The Members shall do al 1 such things as are required by the Act to be done by the Company in genera 1 meeting or as are otherwise required by law to be done by them in general meeting.

(b) Subject to clauses (a) and (c) hereof and subject to any requirement of the Act as to the rights of the Members in general meeting to alter these Articles, the Members in general meeting shall deal with such matters of policy to be f o 11 owed by the Boa rd of Di rectors in the conduct of its activities as, in the opinion of the Members, require to be dealt with by them. For the purpose of this provision:-

( i)

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"Matters of Policy" include such matters as the Members in general meeting shall determine should be applied or observed by the Board in the conduct of its activities.

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(ii) In the case of doubt as to whether a resolution relates to a matter of policy the determination of the Chairperson of that genera 1 meeting of Members sha 11 be final and conclusive.

(c) The Members in general meeting may pass resolutions inter alia upon any matter that:-

( i) Is referred to them for their attention as a matter of policy by any Member for the time being;

Cii) Is referred to them for their attention as a matter of policy by the Board of Directors.

APPOINTMENT OF PRINCIPAL

19. There shall be a Principal of the School. The first Principal shall be appointed, and the 1 ength of such person 1 s term of office s ha 11 be determined by the subscribe rs to the memorandum and thereafter the appointment of the Principal and the terms thereof shall be made by the Members in general meeting after giving due consideration to any recommendations of the Board in this regard. The dismissal, suspension or retirement of the Principal shall be made by the Members in general meeting.

PROCEEDINGS AT GENERAL MEETINGS

20. No business shall· be transacted at any general meeting unless a quorum of members is present at the time when the meeting proceeds to business. The quorum necessary for the transaction of business sha 11 be a majority of the tot a 1 number of members of the Company from time to time or such greater number as the Company in general meeting may determine. For the purpose of determining whether a quorum is present, a person attending as a proxy shall be deemed to be a member.

21. If within one hour from the time appointed for the meeting a quorum is not present, the meeting, if convened upon the requisition of members, shall be dissolved; in any other case it shall stand adjourned to the same day in the next week at the same time and place. or at such other day and at such other time and place as the Chairperson may determine, and if at the adjourned meeting a quorum is not present within ha 1f an hour from the ti me appointed for the meeting, the members present sha 11 be a quorum. No notice of such adjournment shall be required to be given to the members.

22. The Chairperson of the first general meeting sha 11 be appointed by the subscribe rs to the memorandum. Thereafter the Chairperson of general meetings shall be appointed by the members in general meeting who shall also determine the length of term of office of the Chairperson. If the Chairperson is not present to preside at a general meeting the members at such meeting shall elect one of their number to chair that meeting.

23. Every question or motion submitted to a general meeting of the

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Company shall, unless a poll is demanded, be decided in the first instance by a show of hands.

24. At any genera 1 meeting a dee 1 a ration by the Chairperson that a resolution has been carried or carried by a particular majority or lost or not carried by a particular majority and an entry to that effect in the Minute Book of the Company shall be conclusive evidence of the fact.

25. If a poll is demanded either by the Chairperson or by at least three members present in person or by proxy it sha 11 be taken in such manner and either at once or after an interval or adjournment or otherwise as the Chairperson directs, and the result of the poll shall be the resolution of the meeting at which the poll was demanded but a poll demanded on the election of the Chairperson for that meeting or on the question of adjournment shall be taken forthwith.

26. In the case of an equality of votes. whether on a show of hands or on a poll, the Chairperson of the meeting at which the show of hands takes place or at which the poll is demanded, if a member, shall not be entitled to a second or casting vote.

27. The Chairperson of the general meeting may. with the consent of the meeting, adjourn the same from time to time and from place to place but no business shall be transacted at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place.

2.8 . Any general meeting at which a quorum is present may be adjourned by resolution as the meeting may determine and no notice of such adjournment need be given.

29 . A member may vote in person or by proxy or by attorney and on a show of hands every person present who is a member or a representative of a member shall have one vote and on a poll every member present in person or by proxy or by attorney or other duly authorised representative shall have one vote.

30. The instrument appointing a proxy shall be in writing (in the common or usual form) under the hand of the appoi ntor or of his attorney duly authorised in writing. A proxy need not be a member of the Company, but is to be a member of the Institute.

The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a poll.

31. ~here it is desired to afford members an opportunity of voting for or against a resolution the instrument appointing a proxy shal 1 be 1n the following form or a form as near thereto as circumstances admit:-

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MATER DEI LIMITED

I, of being a member of the abovenamed Company, hereby appoint

of or of

failing such

at the (annual or other, as Company to be held on the

19

person,

as my proxy to vote for me on my behalf the case may be) general meeting of the

day of and at any adjournment thereof.

Signed this day of 19 This form is to be used *in favour of the resolution.

against

•strike out whichever is not desired. (Unless otherwise instructed, the proxy may vote as such proxy thinks fit).

32. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall be deposited at the registered office of the Company, or at such other place within the State as is specified for that purpose in the notice convening the meeting, not less than forty-eight hours before the time for holding the meeting or adjourned meeting at which the person named in the instrument proposes to vote, or, in the case of a poll, not less than twenty-four hours before the time appointed for the taking of the poll, and in default the instrument of proxy shal 1 not be treated as valid.

33. A vote given in accordance with the terms of an instrument of proxy or attorney shall be valid notwithstanding the previous death or unsoundness of mind of the principal or revocation of the instrument or of the authority under which the instrument was executed if no intimation in writing of such death, unsoundness of mind or revocation as aforesaid has been received by the Company at the registered office before the commencement of the meeting or adjourned meeting at which the instrument is used.

BOARD OF DIRECTORS

34. . The Board of Di rectors sha 11 consist of not 1 ess then three (3) and not more than twelve (12) persons, all of whom shall be appointed by the members in General Meeting. and one of whom shall be the Principal.

35. (a) The names of the first directors shall be determined in writing by the subscribers to the Memorandum of Association or a majority of them.

(b) The Company may, by resolution, increase or reduce the number of Di rectors, and may a 1 so determine in what rota ti on the

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increased or reduced number is to go out of office.

(c) At the first annual general meeting of the Company all the Di rectors, (other than the Pri nci pa 1. if a Di rector), sha 11 re ti re from office. At the annua 1 genera 1 meeting in every subsequent year one third of the Directors for the time being, (other than the Principal, if a Director), or, if their number is not three or a multiple of three, then the number nearest one third, shall retire from office.

(d) A retiring Director is eligible for re-election.

(e) The Directors to retire at an annual general meeting other than the first annual general meeting are those who have been longest in office s i nee their 1 as t e 1 ecti on. but. as between persons who became Directors on the same day, those to retire shall (unless they otherwise agree among themselves) be determined by lot.

36. (a) The Company may, at the meeting at which a Director so re ti res, by re so 1 uti on fi 11 the vacated office by e 1 ecti ng a person to that office.

< b > If the vacated office is not f il led, the retiring Di rector sha 11 • if offering for re-e 1 ecti on and not being di squa 1 i fi ed under the Act from holding office as a Director, be deemed to have been re-elected unless at that meeting -

Ci> it is expressly resolved not to fill the vacated office; or

(ii) a re so 1 uti on for the re-e 1 ecti on of that Di rector is put and lost.

37. At the first available opportunity next after the incorporation of the Company and thereafter at least once in each calendar year. the Board shall elect from its members a Chairperson· and a Vice-Chairperson of the Board. No person may fill more than one of the positions of Chairperson, Vice-Chairperson or Secretary.

38. The Principal, shall not be eligible to be appointed Chairperson or Vice-Chairperson of the Board.

39. The Chairperson and Vice-Chairperson shall hold office for one year and shall be eligible to be re-elected.

40. (a) The Directors may at any time appoint any person to be a Director, either to fill a casual vacancy or as an addition to the existing Directors, but so that the total number of Directors does not at any time exceed the number determined in accordance with these regu 1 a ti ons. Any Di rector so appointed holds office only until the next fo 11 owing annua 1 • genera 1 meeting and is then eligible for re-election but shall not be taken into account in determining the Di rectors who are to

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retire by rotation at that meeting.

Cb> The Company may by resolution remove any Director before the expiration of the period of office of that director, and may by resolution appoint another person in the place of the said di rector. The person so appo1 nted is subject to retirement at the same ti me as if that person had become a Director on the day on which the Director whose place has been taken was last elected a Director.

41 . The office of a Director of the Company shall become vacant if the Director:-

(a) becomes bankrupt or makes any arrangement or composition with that director's creditors generally;

Cb) becomes prohibited from being a director of a company by reason of any order made under the Act;

(c) ceases to be a Director by operation of Section 228 of the Act;

(d) becomes of unsound mind or person whose person or estate is liable to be dealt with 1n any way under the law relating to mental health;

(e) resigns from being a director by notice in writing to the Company;

(f) for more than six months is absent without permi ssion of the Board from meetings of the Board held during that period;

(g) is directly or indirectly interested in any contract or proposed contract with the Company and fa i 1 s to dee 1 are the nature of his interest in the manner required by the Act PROVIDED ALWAYS that nothing in this paragraph sha 11 affect the operation of Clause 4 of the Memorandum of Association of the Company, or have the effect of vacating the office of any member by reason of such person being in receipt of fees or remuneration from the Company in accordance with the specific provisions of the Memorandum and Articles of Association .

POHERS ANO DUTIES OF THE BOARD

42 . Upon the remova 1 of any person as a Di rector pursuant to Arti c 1 e 40(b) hereof then such person . if a member. sha 11 ipso facto cease to be a member of the Company.

43 . (a) The business and general affairs of the Company shall be managed by the Board who may pay a 11 expenses incurred in promoting and registering the Company, and may exercise a 11 such powers of the Company as are not, by the Act or by these Articles. required to be exercised by the Company in general meeting, subject nevertheless to any of these Articles, to the provisions of the Act. and to such regulations. being not

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inconsistent with the aforesaid Articles or provisions. as may be prescribed by the Company in general meeting. provided that any rule regulation or by-law of the Company made by the Board may be di sa 11 owed by the Company in general me.eti ng and provided further that no resolution or regulation made by the Company in general meeting shall invalidate any prior act of the Board which would have been valid if that resolution or regulation had not been passed or made.

(b) Without in any way restricting the generality of paragraph (a) of this Article 43. the powers and duties of the Board shall include:-

(i) To determine the number of staff of the School and to fix their remuneration and conditions of service Cother than the appointment remuneration and conditions of service of the Principal).

(ii) To determine the terms and conditions for enrolment of students at the School and to determine the fee structure for such enrolments from time to time. The Board may modify. defer. reduce. waive or accept by instalments any fee otherwise payable.

(iii) To determine the policies ·of the School provided such policies are subject to and consistent with resolutions of members at a general meeting where such resolutions deal with matters of policy to be followed by the Board in the conduct of its activities.

(iv) To approve the curriculum of the School.

<v> To found and endow scholarships. bursaries and exhibitions within the School and to provide payment or assistance to students of the School where thought desirable.

(vi) To review and evaluate from time to time the aims, objectives, programmes and procedures of the School.

(c) The Board shall provide minutes of each Board meeting to members of the Company within one month of such meeting.

44. · Without in any way restricting the generality of paragraph (a) of Article 43 the Board may exercise all the powers of the Company:-

(a) To control and manage the Company and its affairs and 'business and all the assets and property from time to time belonging to the Company or used for the purpose of the Company, and to provide for the maintenance and protection thereof.

(b) To provide for payment of interest on loans and for payment or reduction of such loans and from time to time to borrow money and to mortgage or charge its property. or any pa rt thereof, and to issue debentures and other securities whether outright

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or as security for any debt, liability, or obligation of the Company.

(c) To enter into and carry out any contract or agreement for and on behalf of the Company whether relating to the purchase sale lease of or alteration or addition to, or construction or demolition or repair of any property real or persona 1 be 1 ongi ng to or used or to be used for the purpose of the Company or otherwise.

(d) To establish and support or aid in or contribute to the establishment and support of superannuation schemes calculated to benefit employees or staff of the School or any of them or the dependants and connections of such persons and to grant pensions and allowances and to make payments towards insurance and to endow or contribute towards the same.

(e) To accept on behalf of the Company subscriptions, guarantees, donations, gifts, legacies and bequests for all or any of the purposes aforesaid.

45. All cheques, promissory notes, drafts, bi 11 of exchange and other negotiable instruments, and all receipts for money paid to the Company shall be signed, drawn, accepted, endorsed or otherwise executed, as the case may be by any two members of .the Board or in such other manner as the Board may from time to time determine.

46. The Board shall cause minutes to be made:-

{a) of all appointments of officers and staff;

(b) of the names of Directors present at all meetings of the Board; and

Cc) of all proceedings at all meetings of the Board.

Such mi nut es shall be signed by the Chairperson of the meeting at which the proceedings were held or by the Chairperson of the next succeeding meeting.

47. The Chairperson or in the Chairperson's absence the Vice Chairperson sha 11 be the channel of communi ca ti on between the Board and the Principal on all matters of official business. The Chairperson or in the absence of the Chairperson the Vice Chairperson shall at all times have the uni lateral right to confer with the Principal on al 1 matters affecting the company and shall report back to the Board at the first available meeting.

PROCEEDINGS OF THE BOARD

48. The Board may meet together for the despatch of business, adjourn and otherwise regulate its meetings as it thinks fit providing that the Board sha 11 meet no 1 es s than once every three ( 3) months. A

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Special Meeting shall be called by the Secretary at any time on the requisition of the Chairperson or three (3) directors. Such requisition shall state the business to be dealt with at the meeting.

49. The Chairperson shall preside as Chairperson at every meeting of the Board. or 1 f there is no Cha 1 rperson. or if at any meeting the Chairperson is not present within ten minutes after the time appointed for holding the meeting. the Vice..,.Chairperson shall be Chairperson or if the Vice-Chairperson is not present at the meeting then the directors may choose one of their number to be Chairperson of the Meeting.

50. Subject to these Articles questions arising at any meeting of the Board shall be decided by a majority of votes and a determination by a majority of the di rectors sha 11 for a 11 purposes be deemed a determination of the Board. In case of an equality of votes the Chairperson of the meeting shall have a second or casting vote.

51. A di rector sha 11 not vote in respect of any contract or proposed contract with the Company in whi ch that di rec tor i s fi nanc i a 11 y interested. or any matter arising thereout. and if that di rector does so vote that vote shall not be counted.

52. The quorum necessary for the transaction of the business of the Board shall be a majority of the total number of directors from time to time or such greater number as may be fixed by the Board.

53. The continuing di rectors may act notwithstanding any vacancy in the Board. but if the number of remaining Directors is not sufficient to constitute a quorum at a Meeting of Directors. they may act only for the purpose of increasing the number of Directors to a number sufficient to constitute such a quorum or of convening a General Meeting of the Company.

54. The Board may delegate any of its powers (not being duties imposed on the Board as the di rectors of the Company by the Act or by genera 1 law) to Sub-Cornmi ttees consisting of such member or members of the Company or other persons not being members of the Company as the Board may think fit; any Sub-Cammi ttee so formed sha 11 in the exercise of the powers so delegated to it, conform to any regulations that may be imposed on it by the Board.

55. Subject to Article 54, any Sub-Committee shall have power to co-opt any member or members of the Company or any other person not being a member of the Company and a 11 members of such Sub-Committees sha 11 have one vote.

56. A Sub-Committee may elect a Chairperson of its meeting; if no such Chairperson is elected, or if at any meeting the Chairperson is not present within ten minutes after the time appointed for holding the meeting. the members present may choose one of their number to be Chairperson of the meeting.

57. A Sub-Committee may meet and adjourn as it thinks proper. Questions arising at any meeting shall be determined by a majority of votes of

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the members present, and in the case of an equa 1 i ty of votes the Chairperson shall have a second or casting vote.

58. All acts done by any meeting of the Board or of a Sub-Committee or by any person acting as a director shall, notwithstanding that it is afterwards discovered that there was some defect in the appointment of any such di rector or person acting as aforesaid, or that the directors or any of them were disqualified, b~ as valid as if every such person had been duly appointed and was qualified to be a director.

59. A resolution in writing signed by all the directors for the time being entitled to receive notice of a meeting of the Board, shall be as valid and effectual as if it had been passed at a meeting of the Board duly convened and held. Any such resolution may consist of severa 1 documents in 1 i ke form, each signed by one or more Members of the Board.

SECRETARY

60. <a> The Board shall in accordance with the requirements of the Act appoint a Secretary of the Company upon such terms and conditions as the Board may think fit and any Secretary so appointed may be removed by the Board. The Secretary need not be a member of the Company nor a Director of the Company.

(b) The Secretary of the Company shall control and record the correspondence of the Board, give notice of meetings of the Company and the Board, take and enter minutes of all resolutions and proceedings at such meeting in a minute-book provided for that purpose. keep a register of members of the Company, preserve the papers and documents of the Company and perform a 11 other duties of the office of Secretary as may from time to time be required by the Board of the Act.

SEAL

61. The Board shal 1 provide for the safe custody of the seal. which shall only be used by the authority of the Board or of a Sub-Cammi ttee of di rectors authorised by the Board in that behalf, and every instrument to which the seal is affixed shall be signed by a di rector and sha 11 be countersigned by the Secretary or by a second di rector or by some other person appointed by the Board for the purpose.

ACCOUNTS

62. The Board shall cause proper accounting and other records to be kept and shall distribute copies of every profit and loss account and balance sheet (including every document required by law to be attached thereto) accompanied by a copy of the Auditors report thereon as required by the Act provided. however, that the Board sha 11 cause to be made out and laid before each annua 1 genera 1 meeting a balance sheet and profit and loss account made up to date not more than five months before the date of the meeting.

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AUDIT

63. A properly qualified Auditor or Auditors shall be appointed and such auditor or auditors duties regulated in accordance with the Act.

THE PRINCIPAL

64. (a) The Principal of the School shall be the Chief Executive Officer of the Company, and ex officio a member of the Board.

(b) The Members. shall be responsible for the appointment, suspension. dismissal and retirement of the Principal pursuant to article 19.

NOTICES

65. A notice may be given by the Company to any member either personally or by sending 1 t by post to that member at the members registered address, or (if there is no registered address within the State) to the address. if any, within the State supplied by the member to the Company for the giving of notices. Where a notice is sent by post, service of the notice sha 11 be deemed to be effected by properly addressing. prepaying and posting a letter containing the notice, and to have been effected in the case of a notice ·of a meeting on the day after the date of its posting, and any other case at the time at which the letter would be delivered in the ordinary course of its post.

66. Ca) Notice of every genera 1 meeting sha 11 be given in any manner hereinbefore authorised to:-

(i) Every member except those members who (having no registered address within the State) have not supplied to the Company an address within the State for the giving of Notices to them;

Ci i) The Auditor or Audi tors for the ti me being of the Company;

Ciii) The Trustees.

Cb) No other person shall be entitled to receive notices of general meetings.

WINDING UP

67 . The prov1s1ons of Clause 7 of the Memorandum of Association relating to the winding-up or dissolution of the Company shall have effect and be observed as if the same were repeated in these Articles.

INDEMNITY

68. Every di rector, auditor. secretary and other officer for the ti me

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being of the Company shall be indemnified out of the assets of the Company against any liability arising out of the execution of the duties of office incurred in defending any proceedings whether civil or crimi na 1. in which judgment is given in that person• s favour or in which that person is acquitted or in connection with any application under the Act in which relief is granted to that person by the Court in respect of any negligence default breach of duty or breach of trust.

INTEREST NOT TRANSFERABLE

69 . No interest of any member of the Company shall be sold or transferred to any person whatsoever.

ARTICLES OF ASSOCIATION

70 . (a) A copy of these Articles sha 11 be kept at the registered office of the Company and shall be available for inspection by members of the Company at the times when that office is open.

Cb) Any alterations or additions to the Articles shall be made in accordance with Section 176 of the Act.

(c) The Board may from time to time. make vary and repeal by-laws for the regulation and management of the company provided that any such by-1 aw or amendment sha 11 be notified in writing within fourteen (14) days thereof to each member of the company.

(d} Any by-law made by the Board may be disallowed by the Company in general meeting but no resolution of the Company in general meeting shall invalidate any prior Act taken by the Board before such by-law is so disallowed.

Signature of Subscri bers

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1 .a.

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DATED this day of One thousand nine hundred and ninety one.

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