DATED 2010 MEMORANDUM AND ARTICLES OF ASSOCIATION ...

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(b) The Directors shall meet within two (2) weeks after the date of the Annual General Meeting in each year and shall from amongst its members elect a Chairperson and a Vice Chairperson who shall hold office until such time as their respective successors have been appointed. In the event of any vacancy occurring in any of such offices the Directors shall as soon as practicable fill the vacancy POWERS <strong>AND</strong> DUTIES <strong>OF</strong> THE DIRECTORS 16. Without affecting the generality of the foregoing Articles the Directors may: (a) (b) (c) raise money on behalf of the School or the Foundation or any Approved Fund and give security by mortgage charge or lien over all or any part of the property of the Foundation beneficially held by it subject to the approval of the Council in each instance. appoint any professional advisers or acquire any other assistance or service required by the Foundation in the carrying out of its activities and operations and pay reasonable remuneration and fees therefore. open any bank account and operate same in the ordinary course of business. 17. The Directors may meet together for the despatch of business adjourn and otherwise regulate its meeting as it thinks fit. Questions arising out of any meeting shall be decided by the majority of votes and a determination by a majority of the Directors shall for all purposes be deemed a determination of the Directors. In the case of an equality of votes the Chairperson will have a second or casting vote. The Chairperson or a Vice Chairperson may at any time summons a meeting of the Directors. 18. The quorum necessary for transacting the business of the Directors shall be four (4) or such other number as may be fixed by the members in general meeting from time to time. The Chairperson shall preside and if at any meeting he is not present within ten (10) minutes after the time appointed for holding the meeting, the Vice Chairperson shall be the Chairperson and if none of them be so present the Directors present shall choose one of their number to be the Chairperson of the meeting. -15-
19. A resolution in writing signed by all Directors shall be as valid and effectual as if it had been passed at a meeting of the Directors duly convened and held. Any such resolution may consist of several documents in like form each signed by one or more Directors. 20. The continuing Directors may act notwithstanding any vacancy in the Directors but if and so long as their number is reduced below the number fixed by or pursuant to these Articles as the necessary quorum of the Directors the continuing member or members may act for the purpose of increasing the number of Directors to that number or of summoning a general meeting of the Foundation but for no other purpose. 21. The Chairperson of the Council of The Southport School or his nominee appointed by him from time to time shall be entitled to attend any meeting of the Directors, and of any other Committee appointed by the Committee, as an ex offico attendee. When present they shall be entitled to speak on any matter but shall not be entitled to vote unless otherwise qualified in accordance with the Constitution. 22. The day to day administration of the Foundation shall be under the control of the Executive Director who shall act as directed by the Directors and be responsible for implementing the policies of the Directors. 23. The Directors may delegate any of its powers functions and duties (not being duties imposed on the Directors under the Corporations Act or the general law) to one or more Committees consisting of such members as the Directors thinks fit. Prior to the establishment of a Committee, prior approval is to be obtained from the Chairman of The Southport School Council. Any Committee so formed shall conform to any regulations that may be imposed on it by the Directors. A Committee so appointed will not have any executive powers and will be required to make recommendations to the Directors. 24. Deleted 25. Deleted -16-
Page 1 and 2: DATED 2010 MEMORANDUM AND ARTICLES
Page 3 and 4: (b) (c) (d) (e) (f) (g) (h) enable
Page 5 and 6: (1) GLENISTER SHEIL 5/33 Elkhorn Av
Page 7 and 8: (15) PHILIP MARSTON ROUSE 25 Eccles
Page 9 and 10: "State" means the State of Queensla
Page 11 and 12: (v) (vi) d. groups of Old Boys and
Page 13 and 14: (b) The selection of Members eligib
Page 15: (v) (vi) of such candidates seeking
Page 19 and 20: 33. If within half an hour from the
Page 21 and 22: THE SOUTHPORT SCHOOL FOUNDATION LTD
Page 23 and 24: NOTICE 50. A notice may be given by

DATED 2010 MEMORANDUM AND ARTICLES OF ASSOCIATION ...

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