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Dated 1 November 2017

Constitution of Board of Benevolence (Adopted by resolution of the Board passed on 25 October 2017)

Contact Paul Paxton-Hall Director Level 10, 15 Adelaide Street, Brisbane Qld 4000 Telephone: 07 3007 9250 Email: [email protected]

Constitution of Board of Benevolence

Contents

1. Title and authority ....................................................................................................... 1

2. Definitions and interpretation ....................................................................................... 1

3. Preamble .................................................................................................................... 3

4. Objects ....................................................................................................................... 4

5. Powers ........................................................................................................................ 4

6. Application of income and property ............................................................................. 5

7. No distribution to Members ......................................................................................... 5

8. No liability for Members ............................................................................................... 5

9. Membership ................................................................................................................ 5

10. Directors ..................................................................................................................... 6

11. Powers of Directors ................................................................................................... 11

12. Directors' duties and interests ................................................................................... 12

13. Remuneration of Directors ........................................................................................ 13

14. Directors' meetings ................................................................................................... 14

15. Chief Executive Officer .............................................................................................. 16

16. Executive Officer and Secretary ................................................................................ 16

17. Indemnity and insurance ........................................................................................... 16

18. Accounts ................................................................................................................... 18

19. Audit ......................................................................................................................... 19

20. ACNC governance standards .................................................................................... 19

21. Execution of documents ............................................................................................ 19

22. Alterations ................................................................................................................. 20

23. Winding up ................................................................................................................ 20

Constitution of Board of Benevolence 1

Constitution of Board of Benevolence

1. Title and authority

1.1 This is the constitution for Board of Benevolence (BOB) formerly called The Board of Benevolence and of Aged Masons, Widows & Orphans' Fund.

1.2 BOB is incorporated under letters patent issued pursuant to the Religious Educational & Charitable Institutions Acts 1861-1959 on 2 March 1978.

1.3 For the purposes of this constitution, the successors to the offices identified in the letters patent are:

(1) President – now the Chairman;

(2) Treasurer – now the chairman, audit and risk; and

(3) Secretary – now the Executive Officer and Secretary.

2. Definitions and interpretation

2.1 Definitions

In this constitution:

(1) ACNC Act means the Australian Charities & Not-for-Profits Commission Act 2012;

(2) ACNC means the Australian Charities & Not-for-Profits Commission;

(3) Appointment Communication means the Grand Lodge Communication next following 1 January in each year;

(4) Board means the board of management of BOB as constituted in accordance with rule 10.3;

(5) Board Elected Director has the meaning given to that term in rule 10.3(1)(c);

(6) Board of Benevolence Benevolent Fund means The Board of Benevolence Benevolent Fund established by deed of trust dated 1 September 2014 between Gary John Bacon as settlor and BOB as trustee (being a necessitous circumstances fund);

(7) Board of Benevolence Community Fund means The Board of Benevolence Community Fund established by deed of trust dated 1 September 2014 between Gary John Bacon as settlor and BOB as trustee (being a public ancillary fund);


(8) BOB means the Board of Benevolence;

(9) Brother means a freemason who is a subscribing member of a Lodge;

(10) Chairman means the Director elected to that position in accordance with rule 10.10 who must be a Member;

(11) Chief Executive Officer means a person appointed to that position by the Board pursuant to rule 15;

(12) Constitutions of Grand Lodge means the constitution of the United Grand Lodge of Antient, Free & Accepted Masons of Queensland published under the authority of the United Grand Lodge of Queensland;

(13) Deputy Chairman means the Director elected to that position in accordance with rule 10.10 who must be a Member;

(14) Director means a member of the Board;

(15) Directors Appointment Panel means the panel as constituted from time to time in accordance with rule 10.6;

(16) Executive Officer and Secretary means the person appointed by the Board from time to time to perform the duties (amongst other things) of secretary to the Board;

(17) Grand Lodge Communication means any general meeting of members of Grand Lodge;

(18) Grand Lodge Elected Director has the meaning given to that term in rule 10.3(1)(b);

(19) General Board of Directors means the general board of directors as constituted under the rules of the Constitution of Grand Lodge;

(20) Grand Lodge means The United Grand Lodge of Antient Free and Accepted Masons of Queensland;

(21) Grand Master means the grand master for the time being of Grand Lodge;

(22) Grand Officer means a grand officer for the time being of Grand Lodge (including grand officers of district grand lodges) but does not include ceremonial grand officers;

(23) Grand Secretary means the grand secretary for the time being of Grand Lodge;

(24) Lodge means a lodge on the register of Grand Lodge;

(25) Master Mason means a master mason on the roll of any Lodge of the United Grand Lodge of Queensland;

(26) Member means a person referred to in rule 9.1;

(27) Officer, in rule 17, means a Director, the Chief Executive Officer or the Executive Officer and Secretary of the Board;


(28) Registered Charity means a charity registered by the ACNC; and

(29) Stipulated Rate means X plus 10% per annum where X is the interest rate quoted by the Reserve Bank of Australia (Bank) as its cash rate (Published Rate) or, should there cease to be a Published Rate, the rate which the Bank designates as being an appropriate substitute for the Published Rate (Substitute Rate). A certificate signed by a manager or other officer of the Bank stating the Published Rate or the Substitute Rate at a particular date is conclusive evidence of the rate at the particular date.

2.2 Interpretation

(1) Reference to:

(a) one gender includes the others;

(b) the singular includes the plural and the plural includes the singular except that reference to "the Directors" is a reference to the Directors collectively as the Board of BOB where the context permits; and

(c) a person includes a body corporate.

(2) "Including" and similar expressions are not words of limitation.

(3) Headings and any table of contents or index are for convenience only and do not form part of this constitution or affect its interpretation.

3. Preamble

3.1 BOB is proud of its inheritance that can be traced back to the adoption of a motion proposed on 11 June 1906 at the Quarterly Communication of the Grand Lodge of Queensland reading as follows:

"That the early establishment of a home for orphaned children and Masons in Queensland is necessary and that a committee be formed and to report back to Grand Lodge through the Board of Benevolence."

3.2 Subsequently, the provision of aged care and retirement living was the primary focus of BOB up till 2016 when, for necessary commercial reasons, the Board determined that after more than 100 years of providing quality, aged care and retirement living facilities throughout Queensland, these activities, which had been trading under the name of Masonic Care Queensland (MCQ), should come to an end by the sale of the various facilities.

3.3 A successful realisation of the MCQ activities means that BOB has converted the assets of MCQ into a significant financial resource.

3.4 BOB recognises the significant responsibilities it has as custodian of this financial resource. BOB is committed to building on the fine legacy of previous directors to ensure that its financial resources will form a capital base upon which BOB can grow and pursue a broader range of charitable activities in perpetuity; beyond those of the provision of aged care and retirement living services.


4. Objects

4.1 BOB is established to be a charity whose purposes are:

(1) to advance health;

(2) to advance education;

(3) to advance social or public welfare; and

(4) beneficial to the public, analogous to or in the spirit of any of the purposes above.

4.2 The activities by which BOB intends to achieve its purposes include:

(1) providing relief from poverty, sickness, suffering, distress, misfortune, destitution, helplessness or other need to members of the community, particularly the aged, disadvantaged, disabled, children, those suffering from violence or abuse and those who are unable to properly care for themselves;

(2) providing such relief to those in need and without discrimination to every member of that section of the public which BOB aims to benefit;

(3) supporting individuals who satisfy the requirements of this rule 4.2;

(4) supporting other Registered Charities whose activities are consistent with the objects of this rule 4.2;

(5) undertaking and carrying out any benevolent act, matter or thing in furtherance of any or all of the purposes above; and

(6) acting as trustee of Board of Benevolence Community Fund and Board of Benevolence Benevolent Fund.

4.3 Subject to rule 4.2(6), BOB must pursue charitable purposes only and must apply its income in promoting those purposes.

5. Powers

5.1 BOB has all the powers of an individual.

5.2 BOB may, for example:

(1) enter into contracts;

(2) acquire, hold, mortgage, deal with and dispose of property;

(3) make charges for services and facilities it supplies; and

(4) do other things necessary or convenient to be done carrying out its affairs.

5.3 BOB may also issue secured and unsecured notes, debentures and debenture stock for BOB.


5.4 Despite rule 5.1, the powers of BOB are ancillary to and exercisable only to pursue the objects of BOB set out in rule 4.

6. Application of income and property

6.1 The income and property of BOB, from wherever it is derived, must be applied solely towards the promotion of the objects of BOB set out in rule 4.

7. No distribution to Members

7.1 No portion of the income or property of BOB may be paid directly or indirectly, by way of dividend, bonus or otherwise to a Member or the Members.

7.2 Rule 7.1 does not prevent:

(1) the payment in good faith of remuneration to any officer, or employee of BOB or a Member in return for any services actually rendered or for goods supplied in the ordinary and usual way of business;

(2) the payment of interest at a rate not exceeding the Stipulated Rate on money borrowed from any Member;

(3) the payment of reasonable and proper rent by BOB to a Member for premises leased by the Member to BOB; or

(4) the reimbursement of reasonable expenses incurred by any Member on behalf of BOB.

8. No liability for Members

8.1 Members will have no liability for the debts or obligations of BOB.

9. Membership

9.1 Who may be a member

(1) Subject to rule 9.2(3), any person who is a Master Mason is a Member of BOB.

(2) The only category of membership of BOB is that of ordinary member.

9.2 Cessation of membership

A Member ceases to be a member if the Member:

(1) dies;

(2) ceases to be a Master Mason; or

(3) resigns from membership of BOB by giving written notice to the Executive Officer and Secretary.


9.3 Reporting to Members

(1) The chairman (or another director on behalf of the chairman) will report to Grand Lodge on BOB's business at each quarterly communication, or as otherwise required by Grand Lodge. A report to a Grand Lodge Communication is to be construed as being a report to the Members of BOB.

10. Directors

10.1 Number of Directors

(1) The number of Directors must be not less than 5 or more than 9.

(2) Grand Lodge may by resolution increase or reduce the number of Directors referred to in rule 10.1(1) but the number may not be reduced below 5.

10.2 Directors' qualifications

(1) Subject to rule 10.2(4), no person may be a Grand Lodge Elected Director unless that person:

(a) is a Member; and

(b) is not precluded from being a responsible entity under the ACNC Act.

(2) However, there is no qualification for being a Board Elected Director other than ensuring that a Board Elected Director is not precluded from being a responsible entity under the ACNC Act.

(3) The majority of Directors, including the Grand Master, must be:

(a) Master Masons who are on the roll of a Lodge for whom Grand Lodge dues have been paid; and

(b) Grand Lodge Elected Directors.

(4) The following are not eligible to be elected as a Director:

(a) a Brother holding office as Grand Secretary or District Grand Secretary;

(b) a Grand Officer, other than the President of BOB and the Grand Master; or

(c) a director of the General Board of Directors.

10.3 Appointment of Directors

(1) The Board will comprise:

(a) the Grand Master;

(b) up to 6 Directors who will be elected by Grand Lodge (Grand Lodge Elected Directors); and


(c) up to a further 3 persons (depending on the number of Grand Lodge Elected Directors at the time and the stipulation as to the maximum number of Directors in rule 10.1) who may be appointed by the members of the Board (Board Elected Directors) who:

(i) may, but need not be, members of BOB; but who

(ii) possess such skills and experience that the Board considers relevant and desirable for the proper and orderly discharge of the Board's management responsibilities under rule 11.2(1).

(2) The Directors will take and hold office from the conclusion of the Communication at which the declaration of their election is made.

(3) Any vote of the Board regarding the appointment of Board Elected Directors must be unanimous.

(4) The Grand Master may appoint his representative (who must be a member of BOB) to attend meetings of the Board on his behalf. The Grand Master's representative will have full voting rights.

10.4 Rotation of Grand Lodge Elected Directors

(1) At each Appointment Communication held each year, one-third of the Grand Lodge Elected Directors for the time being or, if their number is not 3 or a multiple of 3, then the number nearest to but not exceeding one-third, retire from office but no Grand Lodge Elected Director may retain office for more than 3 years without submitting himself for re-election even though the submission results in more than one-third of the Directors retiring from office.

(2) The Director or Directors to retire at an Appointment Communication are those who have been longest in office since their election.

(3) As between or among 2 or more Directors who became directors on the same day, the Director or Directors to retire is determined by lot unless they otherwise agree between or among themselves.

(4) A retiring Director is eligible for re-election without the necessity of giving any previous notice of his intention to submit himself for re-election.

(5) Unless the Directors decide to reduce the number of Directors in office, Grand Lodge may, at any Appointment Communication at which any Director retires, fill the vacated office by re-electing the retiring Director or electing some other qualified person duly nominated by the Directors Appointment Panel.

(6) If at the Appointment Communication the vacated office is not filled, the retiring Director if willing and not disqualified must be treated as re-elected unless the Board decides to reduce the number of Directors in office or a resolution for the re-election of that Director is put and lost.

(7) Each of the nominated Directors must be appointed by a separate resolution unless the members of Grand Lodge present have first passed a resolution that the appointments may be voted on together.

(8) A Grand Lodge Elected Director may not hold office for a continuous period of 9 years or more.


10.5 Board Elected Directors

(1) A Board Elected Director will hold that office for a term of 3 years.

(2) At the expiry of the 3 year term, the Board Elected Director will:

(a) resign; or

(b) offer himself or herself for re-appointment by the Board which appointment may be effected only by the unanimous resolution of the remaining members of the Board.

(3) A Board Elected Director may not hold office for a continuous period of 9 years or more.

10.6 Directors Appointment Panel

(1) Nominations for the position of Grand Lodge Elected Director will be made by the Directors Appointment Panel.

(2) The purpose of the Directors Appointment Panel is to identify appropriate nominees to the Board.

(3) The Directors Appointment Panel is to comprise 6 people; namely:

(a) the Grand Master;

(b) the Chairman;

(c) the Deputy Grand Master;

(d) the president of the General Board of Directors;

(e) a nominee of the Grand Master who must be a Member who will hold his position at the pleasure of the Grand Master; and

(f) the Chief Executive Officer who acts in an advisory capacity only without any voting rights.

(4) The Directors Appointment Panel is not a committee of the Board and so is not subject to it. However, rule 10.11(3) will apply to its meetings and proceedings.

10.7 Membership of the Board

(1) Nominations from the Directors Appointment Panel for the position of a Grand Lodge Elected Director will be made in the appropriate form and be in the hands of the Grand Secretary for placement on the business paper for such Grand Lodge Communication at which such election(s) is to occur. The consent in writing of each candidate will be endorsed on the nomination form, which must be signed by 2 members of Grand Lodge.

(2) The election of all Grand Lodge Elected Directors will be conducted at a Grand Lodge Communication by ballot.


(3) No Member will be nominated or appointed as the case may be for membership of both the General Board of Directors and the Board except for a retiring Director either not seeking re-election or re-appointment who may be nominated or appointed as the case may be to the General Board of Directors or the Board.

(4) Whilst Grand Lodge elects only Grand Lodge Elected Directors, if the Board appoints a Board Elected Director then BOB will report that appointment at the Grand Lodge Communication next following the appointment.

10.8 Casual vacancies

(1) The Directors may at any time appoint a Member, 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 fixed in accordance with this constitution.

(2) A Member appointed to the Board pursuant to rule 10.8(1) will be deemed to be a Grand Lodge Elected Director.

(3) Any Director appointed under rule 10.8(1) holds office until the termination of the next Appointment Communication. Such casual director will be eligible for re-election at that Appointment Communication as a Grand Lodge Elected Director.

(4) In the event of a vacancy in the office of a Director, the remaining Directors may act, but if the number of remaining Directors is not sufficient to constitute a quorum at a meeting of Directors, they may act only for the purpose of increasing the number of Directors to a number sufficient to constitute a quorum.

10.9 Resignation of Directors

(1) A Director may be removed by a resolution to that effect passed by the Directors.

(2) A Director may resign as a Director by giving written notice of resignation to the Executive Officer and Secretary.

(3) The office of Director becomes vacant if the Director:

(a) becomes bankrupt or suspends payment or compounds with his creditors;

(b) becomes of unsound mind or a person whose personal estate is liable to be dealt with in any way under the law relating to mental health;

(c) is not present at 3 consecutive meetings of the Board without special leave of absence from the Directors and the Directors declare his seat vacant (and in that instance the Director will not be eligible in the next succeeding 2 years to be a Grand Lodge Elected Director or a Board Elected Director as the case may be);

(d) ceases to be qualified as a director under rule 10.2;


(e) becomes disqualified from being a responsible entity under the ACNC Act;

(f) is removed from office in accordance with rule 10.9(1); or

(g) resigns from office in accordance with rule 10.9(2).

10.10 Chairing Directors' meetings

(1) The Directors must elect a Director who is a Grand Lodge Elected Director to chair their meetings (Chairman). The Directors may determine the period for which the Chairman is to be the chair.

(2) After election of the Chairman by the Directors, the Chairman elected by the Directors must be put to the Members for ratification (or otherwise) at the next following Grand Lodge Communication.

(3) The Directors must elect a Director who is a Grand Lodge Elected Director to chair their meetings in the absence of the Chairman (Deputy Chairman) who, in the absence of the Chairman, may exercise all the powers and authorities of the Chairman.

(4) Despite rules 10.10(1) and 10.10(3), the Directors must elect a Director present to chair a meeting, or part of it, if:

(a) a Chairman or Deputy Chairman has not already been elected to the position of Chairman or Deputy Chairman; or

(b) the Chairman or Deputy Chairman are not present within 10 minutes after the time appointed for the holding of the meeting or either is unwilling to act for the meeting or the part of the meeting.

(5) The person elected to chair a meeting under the previous paragraph will give up his place to the Chairman or the Deputy Chairman (as the case may be) on his entry.

10.11 Committees of Directors

(1) Pursuant to rule 11.3, the Directors may delegate any of their powers to a committee of the Board which may include people who are not Directors.

(2) A committee must exercise the powers delegated to it in accordance with any directions of the Directors. The effect of the committee exercising a power in this way is the same as if the Directors exercised it.

(3) The meetings and proceedings of any committee consisting of 2 or more Directors are governed by the provisions in this constitution regulating the meetings and proceedings of the Directors.

(4) Standing committees of the Board will be:

(a) the audit and risk committee;

(b) the nomination and remuneration committee which will be responsible only for Board Elected Director nominations;


(c) the investment committee; and

(d) the philanthropic committee.

10.12 Transitional provisions

(1) On the date of adoption of this Constitution:

(a) those Directors who are members of BOB, other than the Grand Master and Chairman, will be deemed to be Board Elected Directors;

(b) for the purposes of rules 10.4 and 10.5, the term of the Grand Lodge Elected Directors and Board Elected Directors will be deemed to commence on that day and prior service as Directors of BOB will be ignored for the purpose of those rules.

(2) Rule 10.2(3)(b) will not apply during the period from the date of adoption of this Constitution up to the next following Appointment Communication.

11. Powers of Directors

11.1 Validation of acts of Directors and Executive Officer and Secretary

The acts of a Director or Executive Officer and Secretary of BOB are valid despite any defect that may afterwards be discovered in his or her appointment or qualification.

11.2 General business management

(1) The business of BOB is to be managed by or under the direction of the Directors.

(2) Subject to this constitution, the Directors may exercise all the powers of BOB.

11.3 Delegation

(1) The Board may delegate any of its powers, other than the powers given to the Board in rule 10, to:

(a) a committee of Directors;

(b) a member of the Board;

(c) an employee of BOB; or

(d) any other person.

(2) Delegated powers may be varied or revoked by the Board at any time.

(3) The delegation must be recorded in the Board's minute book.

(4) The delegate must exercise the powers delegated in accordance with any direction of the Board.


(5) The exercise of the power by the delegate is as effective as if the Board had exercised it.

11.4 Financial management

The Directors must decide on the responsible financial management of BOB including:

(1) any suitable written delegation of power under rule 11.3; and

(2) how money will be managed, such as how electronic transfers, negotiable instruments or cheques must be authorised and signed or otherwise approved.

11.5 By-laws

(1) The Directors may pass a resolution to make by-laws to give effect to this constitution.

(2) Members and Directors must comply with by-laws as if they were part of this constitution.

12. Directors' duties and interests

12.1 Duties of Directors

The Directors must comply with their duties as directors and with the duties described in Governance Standard 5 of the Regulations made under the ACNC Act which are:

(1) to exercise their powers and discharge their duties with the degree of care and diligence that a reasonable individual would exercise if they were a director of BOB;

(2) to act in good faith and the best interests of BOB and to further the purposes of BOB set out in rule 4;

(3) not to misuse their position as a director;

(4) not to misuse information they gain in their role as a director;

(5) to disclose any perceived or actual material conflicts of interest in the manner set out in rule 12.3;

(6) to ensure that the financial affairs of BOB are managed responsibly; and

(7) not to allow BOB to operate while it is insolvent.

12.2 Prohibition on being present or voting

(1) A Director who has a material personal interest in a matter that is being considered at a meeting of directors:

(a) must not be counted in a quorum;

(b) must not vote on the matter; and


(c) must not be present while the matter is being considered at the meeting.

(2) If:

(a) a Director has a material personal interest in a matter that is being considered at a meeting of the Directors; and

(b) the Directors who do not have a material interest in the matter have passed a resolution that:

(i) identifies the Director;

(ii) the nature and extent of the Director's interest in the matter and its relation to the affairs of BOB; and

(iii) states that those Directors are satisfied that the interest should not disqualify the Director from voting or being present;

then the director may be present, be counted in the quorum and may be heard but may not vote on the matter.

12.3 Director to disclose interests

(1) A Director who is in any way, whether directly or indirectly, interested in a contract or proposed contract with BOB must, as soon as practicable after the relevant facts have come to the Director's knowledge, declare the nature of the interest at a meeting of the Directors or by written notice to the secretary of BOB.

(2) A Director who holds any office or possesses any property by which, whether directly or indirectly, duties or interests might be created in conflict with his duties or interests as Director must declare at a meeting of the Directors of BOB or by written notice to the Executive Officer and Secretary of BOB the fact and the nature, character and extent of the conflict.

13. Remuneration of Directors

13.1 Directors' remuneration

(1) Subject to rule 7.2, Directors who are members of BOB may not be remunerated without the approval of Grand Lodge.

(2) However, this does not preclude those Directors who are not members of BOB from being remunerated for their respective services as a Director of BOB.

13.2 Directors' expenses

(1) Despite rule 13.1, BOB may pay the Directors' reasonable travelling and other expenses that they properly incur:

(a) in attending directors' meetings or any meetings of committees of directors; and

(b) in connection with BOB's business.


(2) The Directors must approve all payments BOB makes to its Directors.

14. Directors' meetings

14.1 Circulating resolutions

(1) The Directors may pass a resolution without a Directors' meeting being held if all the Directors entitled to vote on the resolution (except a director absent from Australia who has not left an email address at which he may be given notice) sign a document containing a statement that he is in favour of the resolution set out in the document.

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

(3) The resolution is passed when the last Director signs.

(4) An email to or received by BOB and purporting to be a scanned copy of an email which has been signed originally by a Director (and not by way of electronic signature) for the purpose of this rule 14 must be treated as a document in writing signed by that Director.

14.2 Meeting of Directors

The Directors may meet together for the despatch of business and adjourn and otherwise regulate their meetings as they see fit.

14.3 Calling Directors' meetings

A Director may, at any time, and the Executive Officer and Secretary must, on the requisition of a Director, call a meeting of the Directors.

14.4 Notice of meeting

(1) Reasonable notice of every Directors' meeting must be given to each Director and alternate Director except that it is not necessary to give notice of a meeting of directors to any Director who:

(a) has been given special leave of absence; or

(b) is absent from Australia and has not left a facsimile number or email address at which he or she may be given notice.

(2) Any notice of a meeting of Directors may be given in writing or orally, and whether by facsimile, telephone, electronic mail or any other means of communication.

14.5 Technology meeting of Directors

(1) A Directors' meeting may be held using telephone or, if consented to by all Directors, other technology. The consent may be a standing one. A Director may only withdraw the consent within a reasonable period before the meeting.


(2) If a Directors' meeting is held using any technology and all the Directors take part in the meeting, they must be treated as having consented to the use of the technology for that meeting.

(3) The following provisions apply to a technology meeting:

(a) each of the Directors taking part in the meeting must be able to hear and be heard by each of the other Directors taking part in the meeting; and

(b) at the commencement of the meeting each Director must announce his presence to all the other Directors taking part in the meeting.

(4) If the Executive Officer and Secretary is not present at a technology meeting, one of the Directors present must take minutes of the meeting.

(5) A Director may not leave a technology meeting by disconnecting his link to the meeting unless that Director has previously notified the chairman of the meeting.

(6) A Director is conclusively presumed to have been present and to have formed part of a quorum at all times during a technology meeting unless that Director has previously obtained the express consent of the chairman to leave the meeting.

14.6 Quorum

The quorum for a Directors' meeting is 4 Directors entitled to vote or a greater number determined by the Directors. The quorum must be present at all times during the meeting.

14.7 Passing of Directors' resolutions

(1) A resolution of the Directors must be passed by a majority of the votes cast by directors entitled to vote on the resolution.

(2) The chairman has a casting vote if necessary in addition to any vote he has as a director. The chairman has a discretion both as to whether or not to use the casting vote and as to the way in which it is used.

14.8 Minutes to be kept

(1) The Directors must keep minute books in which they record within 1 month:

(a) proceedings and resolutions of Directors' meetings (including meetings of a committee of directors); and

(b) resolutions passed by directors without a face-to-face meeting.

(2) The Directors must ensure that minutes of a meeting are signed within a reasonable time after the meeting by 1 of the following:

(a) the chair of the meeting; or

(b) the chair of the next meeting.


(3) The Directors must ensure that minutes of the passing of a resolution without a face-to-face meeting are signed by a director within a reasonable time after the resolution is passed.

(4) Without limiting rule 14.8(1), the Directors must record in the minute books:

(a) all appointments of officers;

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

(c) in the case of a technology meeting, the nature of the technology; and

(d) all other matters required by the ACNC Act to be recorded in the minute books, including each notice and standing notice given by a director of a material personal interest.

15. Chief Executive Officer

15.1 The Directors may appoint any person, not being a director, to the position of Chief Executive Officer for the period and on the terms (including as to remuneration) the Directors see fit.

15.2 The Chief Executive Officer is not a member of the Board but may attend meetings of the Board except where the Directors otherwise request.

15.3 The Directors may, upon terms and conditions and with any restrictions they see fit, confer on a chief executive officer any of the powers that the Directors can exercise. Any powers so conferred may be concurrent with, or to the exclusion of, the powers of the Directors.

15.4 The Directors may revoke or vary:

(1) an appointment; or

(2) any of the powers conferred on a Chief Executive Officer.

15.5 If a Chief Executive Officer becomes incapable of acting in that capacity, the Directors may appoint any other person, not being a director, to act temporarily as Chief Executive Officer.

16. Executive Officer and Secretary

16.1 The Executive Officer and Secretary holds office as secretary of BOB on the terms and conditions (including as to remuneration) that the Directors determine.

17. Indemnity and insurance

17.1 Indemnity

(1) To the extent permitted by law, BOB indemnifies:

(a) every person who is or has been an Officer of BOB; and


(b) where the Board considers it appropriate to do so, any person who is or has been an Officer of a related body corporate of BOB;

against any liability incurred by that person in his or her capacity as an Officer of BOB or of the related body corporate (as the case may be).

(2) BOB must not indemnify a person against:

(a) any of the following liabilities incurred as an Officer of BOB:

(i) a liability owed to BOB or a related body corporate;

(ii) a liability that is owed to someone other than BOB or a related body corporate and did not arise out of conduct in good faith; or

(b) legal costs incurred in defending an action for a liability incurred as an Officer of BOB if the costs are incurred:

(i) in defending or resisting proceedings in which the person is found to have a liability for which they could not be indemnified under rule 17.1(2)(a); and

(ii) in defending or resisting criminal proceedings in which the person is found guilty.

(c) For the purposes of rule 17.1(2)(b), the outcome of proceedings is the outcome of the proceedings and any appeal in relation to the proceedings.

(3) An Officer must:

(a) give notice to BOB promptly on becoming aware of any Claim against the Officer that may give rise to a right to be indemnified under rule 17.1(1);

(b) take such action as BOB reasonably requests to avoid, dispute, resist, appeal against, compromise or defend any Claim or any adjudication of a Claim;

(c) not make any admission of liability in respect of or settle any Claim without the prior written consent of BOB;

(d) allow BOB or its insurers to assume the conduct, negotiation or defence of any Claim and, on request by BOB, render all reasonable assistance and co-operation to BOB or its insurers in the conduct of any Claim, including giving BOB or its insurers any document, authority or direction that BOB or its insurers may reasonably require for the prosecution or advancement of any counterclaim or cross-claim;

(e) on request by BOB or its insurers, do everything necessary or desirable which BOB reasonably requests to enable BOB or its insurers (so far as it is possible) to be subrogated to and enjoy the benefits of the officer's rights in relation to any counterclaim or cross-claim or any claims against any third party and render such assistance as may be reasonably requested by BOB or its insurers for that purpose; and


(f) notify any Claim to an insurer or any other person who may be liable to indemnify the Officer in respect of that Claim and promptly take all reasonable steps to enforce all the officer's rights against the insurer or other person.

(4) In rule 17.1(3) Claim means:

(a) any writ, summons, cross-claim, counterclaim, application or other originating legal or arbitral process against an Officer as an Officer of BOB;

(b) any hearing, complaint, inquiry, investigation, proceeding or application commenced or originating against an Officer as an Officer of BOB or

(c) any written or oral demand or threat that might result in the Officer reasonably believing that any such process, hearing, complaint, inquiry, investigation, proceeding or application referred to in rule 17.1(4)(a) or 17.1(4)(b) may be initiated.

17.2 Insurance

(1) BOB may pay or agree to pay a premium in respect of a contract insuring a person who is or has been an Officer of BOB or a related body corporate of BOB against any liability incurred by the person as an Officer of BOB or a related body corporate except a liability (other than one for legal costs) arising out of conduct involving a wilful breach of duty in relation to BOB.

(2) In the case of a Director, any premium paid under this rule is not remuneration for the purpose of rule 13.1.

17.3 Director voting on contract of insurance

Despite anything in this constitution, a Director is not precluded from voting in respect of any contract or proposed contract of insurance, merely because the contract insures or would insure the director against a liability incurred by the director as an Officer of BOB or of a related body corporate.

17.4 Liability

An Officer of BOB is not liable for the act, neglect or default of any other officer or for joining in any act or for any other loss, expense or damage which arises in the execution of the duties of his or her office unless it arises through his or her own negligence, default, breach of duty or breach of trust.

18. Accounts

18.1 The Directors must cause proper accounting and other records to be kept in accordance with the ACNC Act and applicable Australian accounting standards.

18.2 The Directors must distribute copies of BOB's profit and loss account, balance sheet and statement of cash flows (including every document required by law to be attached to them) as required by the ACNC Act.


19. Audit

19.1 If required by the ACNC Act, a registered company auditor must be appointed in accordance with the ACNC Act.

19.2 The remuneration of the auditor must be fixed and the auditor's duties regulated in accordance with the ACNC Act.

20. ACNC governance standards

20.1 The Board will ensure that it complies with governance standards prescribed pursuant to the ACNC Act from time to time and, in particular, will report annually to its members and in a manner that gives members an adequate opportunity to raise concerns about the governance of BOB.

21. Execution of documents

21.1 Common seal

BOB must have a common seal.

21.2 Use of common seal

(1) The Directors must provide for the safe custody of the common seal.

(2) The common seal may not be fixed to any document except by the authority of a resolution of the Directors or of a committee of the Directors duly authorised by the Directors.

(3) BOB executes a document with its common seal if the fixing of the seal is witnessed by:

(a) 2 Directors; or

(b) a Director and the Executive Officer and Secretary.

21.3 Execution of documents without common seal

BOB may execute a document without using a common seal if the document is signed by:

(1) 2 Directors; or

(2) a Director and the Executive Officer and Secretary.

21.4 Execution of document as a deed

BOB may execute a document as a deed if the document is expressed to be executed as a deed and is executed in accordance with rule 21.2.


21.5 Execution – general

(1) A Director may sign any document as Director, with or without the common seal, although the document relates to a contract, arrangement, dealing or other transaction in which he is interested and his signature complies with the requirements of this constitution as to execution despite his interest.

(2) Rules 21.2 and 21.3 do not limit the ways in which the directors may authorise documents (including deeds) to be executed on behalf of BOB.

22. Alterations

22.1 BOB may modify or repeal this constitution or a provision of its constitution only if:

(1) the Board has put a motion to that effect to a Grand Lodge Communication in accordance with all requisite requirements; and

(2) that motion is passed by Grand Lodge.

22.2 If BOB is registered as a charity by the ACNC, the ACNC must be notified in writing of any alterations to this constitution.

23. Winding up

23.1 If at the time of winding up or dissolution of BOB, any property remains, after satisfaction of all its debts and liabilities, that property must not be paid or distributed to any of the Members but must be given or transferred to some other institution or institutions determined by the Members at or before the time of the dissolution which:

(1) has similar objects to BOB;

(2) is registered as a charity with the ACNC; and

(3) which has been approved by the Members.

23.2 If the Members do not make the necessary determination under rule 23.1(3), BOB may apply to the Supreme Court to determine the institution or institutions.

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