No person may be eligible to be elected as a member who is under the age of 18 years or to whom the criteria in clause 2.10(d) to (f) apply.

At the Annual General Meeting each year the board must announce, pursuant to clause 2.6, any increase or decrease in the number of members that will be required to be elected to the board from the next Annual General Meeting.

The board may permit or require beneficiaries to cast a vote in an election by way of postal or electronic vote as the board considers appropriate.

The nominee or nominees who have received the highest number of valid votes will be the person or persons elected as members, provided that the number of persons elected as members must not exceed the number of members required to hold office.

The term for which any member is elected commences at the end of the Annual General Meeting at which his or her election as a member is announced by the board in accordance with this appendix. However, if there has been a delay in the election process as permitted by this appendix and the board cannot announce the results of the election at the Annual General Meeting in respect of all vacancies in the office of the board, the term for which any member is subsequently elected in accordance with the process set out in this appendix commences on a date to be determined by the board after it receives a declaration pursuant to clause 10(d) of this appendix. In the event that it is necessary for the board to make an appointment of a member in accordance with clause 3.3(b) of this appendix, the term of any person appointed as member will also commence on a date to be determined by the board.

Elections must be held as necessary by the board in accordance with the requirements of this constitution.

If, on the closing of nominations for election of members, the number of persons nominated for election exceeds the number of appointments to be made, an election must be held in accordance with the provisions of this appendix.

In any case where the number of nominations received is the same as the number of members required to hold positions on the board so that an election is rendered unnecessary, the persons nominated for election are deemed to have been duly elected as members in accordance with their nominations and the remaining election process set out in clauses 7 to 11 of this appendix does not apply. However, the returning officer must still make a declaration as provided in clause 10(d) of this appendix.

In the event that there is an insufficient number of nominations to enable election of the number of members required to hold office, the following applies:

The board must arrange and conduct an election in accordance with the provisions set out in this appendix at such times as will ensure that,—

All beneficiaries are eligible to vote in an election and votes must be cast in accordance with this constitution and this appendix. Each beneficiary is entitled to cast only 1 vote in an election, but that 1 vote must be tallied in accordance with the proportionate beneficial interest held by that beneficiary as provided in clause 9.1(c).

The board must, no later than 50 working days prior to each Annual General Meeting, notify all known beneficiaries and any person who has notified the board in accordance with clause 9.5 that he or she holds a power of attorney for a beneficiary—

On the expiry of the term of office of any member (excluding independent members), the member is automatically nominated for re-election as a member, provided that he or she consents to such nomination.

A nomination must—

Subject to clause 6.2 of this appendix, nominations for the position of member may be made only by beneficiaries and must be received at the office of the trust no later than 3 weeks after the nomination process commences in accordance with clause 6.1 of this appendix.

On receiving a declaration referred to in clause 6.3(b) of this appendix, the board is entitled to satisfy itself that the declaration is true and correct, and, if the declaration is incorrect, the board may decline to accept the nomination.

Not less than 25 working days prior to the Annual General Meeting to which the election relates, the board must send or make available a voting paper to all known beneficiaries entitled to vote in the election, and to any person who has notified the board in accordance with clause 9.5 that he or she holds a power of attorney in respect of a beneficiary.

The board must appoint an appropriate person to act as returning officer for the purpose of elections who will be responsible for receiving nominations and receiving and counting all votes cast in every election.

All voting papers must be received by the returning officer no later than 10 working days prior to the date of the Annual General Meeting at which the results of the election will be announced.

On completion of the voting in an election, the returning officer must—

Upon receipt by the board of a declaration pursuant to clause 10 of this appendix, the board must announce the results of the election at the Annual General Meeting. If any steps in the election process are required to be repeated, the board must announce the subsequent results of the election as soon as is practicable in a manner to be determined by the board.

The board must keep all documentation relating to an election for a period of 3 months after the election, and thereafter the board may destroy or dispose of such records as it sees fit.

The board may meet to conduct business at such intervals as the board may decide. The board may by a majority vote invite to such meeting whomever the board may decide will assist with their deliberations.

Except as expressly provided otherwise by this constitution, any matter requiring a decision at a meeting of the board must be decided by a simple majority of the members personally present and voting on the matter.

In the event of an equality of votes, the Chairperson does not have a second or casting vote.

Except as expressly provided otherwise by this constitution, a resolution in writing signed by all the members is as valid and effectual as if it had been passed at a meeting of the board duly convened and constituted. Any such resolution may consist of several like documents each signed by 1 or more members. Any such document sent by a member by facsimile or such other electronic means permitted by the board from time to time is deemed to have been duly signed by that member.

Any member may at any time give notice convening a meeting of the board. Such notice must be given to each member at least 15 working days before the date of the proposed meeting. No notice or other communication will be effective until received. It will, however, be deemed to have been received by the addressee,—

The notice must state the time and place of the meeting and, in sufficient terms, the nature of the business to be transacted.

The quorum for a meeting of the board is a majority of the members on the board, excluding independent members (if any).

The contemporaneous linking together of the members by telephone or other electronic means of communication constitutes a meeting of the board and the provisions of this appendix as to meetings of the board apply to such meetings provided the following conditions are met:

Minutes of the proceedings of all meetings of the board must be recorded in a book to be kept for that purpose by the Secretary and must be signed by the Chairperson of the meeting at which the minutes are confirmed. Every such minute purporting to be so signed is prima facie evidence of the matters recorded. A minute of the proceedings of any meeting by telephone or other electronic means of communication is sufficient evidence of the observance of all necessary formalities if the minute of the meeting signed by the Chairperson of the meeting contains a certificate to that effect.

The board must elect 1 member to act as Chairperson from year to year.

The board may also elect 1 member to act as Deputy Chairperson either as the need arises or from year to year or for such term of years as the board may decide. In the absence of the Chairperson, the Deputy Chairperson has and may exercise all the powers, and perform all the duties, of the Chairperson.

The board must appoint a Secretary, who may be a member or any other person.

The board may delegate in writing to any committee of the board, member, employee or officer of the Trust, or other person such of the powers of the board as the board may decide.

Any person or committee acting under delegated power must act in accordance with the terms of the Act and this constitution and, in the absence of proof to the contrary, is presumed to be acting within the terms of the delegation.

The board may revoke wholly or partly any delegation of the powers of the board at any time.

Subject to any directions given by the board or restrictions in this constitution, any person or committee to which any powers of the board have been delegated may exercise the delegation as that person or the committee may decide.

The board must, in delegating the powers of the board, provide restrictions or rules by or within which such delegated powers are to be exercised in accordance with this clause and in each case must require the delegate to report to the board on any action or decision taken as delegate.

The board must convene an Annual General Meeting in accordance with this appendix at which—

Annual General Meetings must be held within 6 months of the end of the financial year and no more than 12 months apart, or as soon thereafter as practicable.

A Special General Meeting must be convened by the board on the written request of—

The procedures set out in Appendix 2 must be complied with in respect of any election process that may form part of a general meeting.

All beneficiaries are eligible to vote on any resolution required by this constitution and votes must be cast in accordance with this constitution and this appendix.

Beneficiaries must be given no less than 20 working days’ notice of a general meeting.

No business may be transacted at a general meeting unless a quorum is present. The quorum at a general meeting is—

If a quorum is not present within 1 hour of the time appointed for the start of a general meeting,—

The Chairperson or, failing him or her, the Deputy Chairperson, will preside over and have control of every general meeting. If there is no Chairperson or Deputy Chairperson present at the time appointed for holding a general meeting, or if either of those persons is unwilling to preside over the meeting, the members present may choose a person to substitute as Chairperson for that meeting.

A beneficiary may propose a matter for discussion at a general meeting, which the Chairperson may or may not permit to proceed after considering a show of hands.

Except in the case of special resolutions referred to in clause 2.11 of this appendix, resolutions must be by ordinary resolution.

With the exception of any ordinary resolution to approve a major transaction, an ordinary resolution is not binding upon the board, which may still exercise its discretion to adopt another course of action.

Either the board or 5 beneficiaries together may require that a poll vote be taken on any matter that requires an ordinary resolution. Voting on a poll vote must be in accordance with clause 9.1(b).

Special resolutions may only be proposed by the board, with the exception that such number of beneficiaries as hold not less than 10% of the beneficial interests may propose a special resolution to change the constitution, and the Board must facilitate the special resolution in accordance with clause 13 as if the board proposed that special resolution.

Subject to clause 2.13 of this appendix, voting on an ordinary resolution may be by a simple show of hands at a general meeting or by way of postal or electronic voting, as permitted or required by the board, or both.

Voting on an ordinary resolution in respect of a major transaction and voting in respect of any special resolution must be by way of postal or electronic voting as permitted by the board.

Where voting on an ordinary resolution is permitted to be by personal vote at a general meeting (ie, show of hands), voting by proxy is permitted as set out in clauses 2.21 to 2.25 of this appendix.

The number of votes that each beneficiary is entitled to cast in respect of a resolution, and the tallying of votes cast, is determined by clause 9.1.

Subject to clause 3 of this appendix, where postal or electronic voting on any resolution is permitted or required, voting papers must be received by the returning officer by 5 pm on the fourth working day preceding the day of the general meeting to which the resolution relates.

Not less than 20 working days prior to the date of the general meeting to which the resolution relates, the board must send or make available a voting paper to all known beneficiaries and to any person who has notified the board in accordance with clause 9.5 that he or she holds a power of attorney in respect of a beneficiary.

The board must appoint an appropriate person to act as returning officer for the purpose of any resolution in respect of which postal or electronic voting is permitted. The returning officer will be responsible for receiving and counting all postal and electronic votes cast in respect of that resolution.

On completion of the postal and electronic voting on a resolution, the returning officer must—

The board must announce the result of the resolution at the general meeting after the counting of any votes cast in person or by proxy in respect of the resolution at that meeting (if any), or announce the result by such other means as the board considers appropriate, or both.

Where a beneficiary would be entitled to exercise his or her right to vote in respect of an ordinary resolution by being present in person at a general meeting but cannot attend, he or she may appoint a proxy to act on his or her behalf at that general meeting or any adjournment of that general meeting.

Subject to clauses 2.23 to 2.25 of this appendix, a proxy for a beneficiary is entitled to attend and be heard at a meeting of beneficiaries as if the proxy were the beneficiary.

A proxy must be appointed by notice in writing using a form approved by the board and signed by the beneficiary and the notice must provide that the appointment is for a particular general meeting. The person appointed as proxy need not be a beneficiary, but must not be a member or a person nominated for election as a member.

Subject to clause 2.25 of this appendix, if the board receives more than 1 appointment of a proxy from a beneficiary and the proxies purport to relate to the same general meeting, the board is entitled to treat the most recent appointment as valid and to reject any prior appointments.

No proxy is effective in relation to a general meeting unless a copy of the notice of appointment is received by the board before 5 pm on the fourth working day preceding the day of the general meeting. If the beneficiary personally attends the general meeting to which the proxy relates, or more than 1 proxy attends a general meeting to which any proxy relates, the board is entitled to treat the appointment of any or all proxies as null and void at its discretion.

The board must ensure that clause 8.3 has been complied with at least 10 working days prior to an Annual General Meeting.

The board must post to all known beneficiaries such information as properly informs them of any proposed resolution for consideration at a general meeting. Any beneficiary may request further information from the board as to the proposed resolution, which, subject to the limitations referred to in clause 9.8, the board must provide at the expense of that beneficiary.

The board may wish to maximise voting in respect of any resolution, whether that resolution is to be considered at an Annual General Meeting or at a Special General Meeting that is convened in stages at 1 or more different times and in 1 or more different locations.

In addition to the requirement in clause 2.17 of this appendix regulating when voting papers must be issued, the board may also issue or make available voting papers during or after a general meeting, including during and after any stage of a Special General Meeting.

Despite the requirement in clause 2.16 of this appendix, the board may permit beneficiaries to submit a voting paper at a general meeting, including during and after any stage of a Special General Meeting.

If the board wishes to adopt voting procedures in accordance with this clause, it must provide beneficiaries with a final date on which any postal or electronic votes must be received and beneficiaries must be permitted to withdraw or amend their vote at any time prior to that final date.

If the returning officer is not present at any general meeting or any stage of a Special General Meeting, any voting papers received must be placed in a sealed envelope and delivered to the returning officer.