Rule VIII Trustees

ELECTION OF TRUSTEES

1. There shall be three Trustees, being Life or Ordinary Members, each of whom shall be elected at an Annual General or a Special General Meeting.

CONDITIONS AND TERM OF OFFICE

2. Each of the Trustees and any future Trustee shall hold office only so long as he shall continue to be a member; provided nevertheless that it shall be competent for any Trustee to resign his office, and further that in the event of any Trustee declining or becoming incapable to act, or residing abroad for a period upwards of twelve months, he shall cease to be a Trustee. A certificate signed by the President stating that a Trustee has ceased to be a Trustee is to be conclusive evidence of that fact.

VACANCY

3. If there is a vacancy in the office of Trustee, it is to be filled at the next Annual General or Special General meeting, when a member shall be elected to fill the vacancy.

CORPORATE TRUSTEE

4. To facilitate the holding of investments as authorised by these Rules the Club may arrange the incorporation of a proprietary company limited by shares to act as an incorporated custodian trustee (“the Corporate Trustee”) subject to the following:

(a) the articles of association proposed for the Corporate Trustee and any amendment thereto are first sanctioned by the Life, Ordinary and Supernumerary Members at an Annual General or Special General Meeting;

(b) all issued shares in the Corporate Trustee are held by the Trustees on behalf of the Club;

(c) the directors of the Corporate Trustee are the members of the Committee for the time being;

(d) the Secretary of the Corporate Trustee is the Secretary for the time being;

(e) all property held by the Corporate Trustee is held under bare trust for the Life, Ordinary and Supernumerary Members; and

(f) the Corporate Trustee may not trade or conduct business in its own right but will act solely as a nominee and custodian trustee for the Life, Ordinary and Supernumerary Members.

VESTING OF PROPERTY

5. (a) Subject to these Rules all the property of the Club both real and personal shall be held on trust for the Life, Ordinary and Supernumerary Members either by the Trustees or by the Corporate Trustee, as the Committee from time to time determines.

(b) The Club House land (including the land leased as and known as Exchange Plaza) being portion of each of Perth Town Lots L1, L2, L3 and L4, comprising Lot 500/Diagram 74602 together with all buildings and improvements thereon (“the Club House Land”), shall remain vested in the Trustees.

(c) Such money as the Committee thinks fit for the proper Management of the affairs of the Club may be held in an account at any bank and paid therefrom on such signatures as are prescribed by Sub-Rule 10 of Rule XII; and the Trustees shall bear no responsibility in respect of any money held in the account.

PROPERTY AND INVESTMENTS

6. (a) Subject to the provisions of this Rule property of the Club shall be subject to the control and disposition of the Committee.

(b) Except as except provided in Sub-rule 7 of this Rule no sale, lease or other disposition may be made of or any charge or other security interest given or created in or affecting the Club House Land without the previous sanction of a special resolution of the Life, Ordinary and Supernumerary Members at an Annual General Meeting or Special General Meeting.

(c) Money of the Club may be invested in any manner authorised by Sub-Rule 4 of Rule IX.

(d) A direction of a meeting of the Committee contained in a notice signed by the chairman of that meeting and attested by the signature of the Secretary, shall be obligatory upon and a justification of the Trustees and the Corporate Trustee as to anything directed by the notice and shall validate anything done pursuant thereto. No person shall be entitled to enquire into the regularity of that notice beyond the verification of the signature of the Secretary.

(e) Except as may be necessary by the fact that title to any property of the Club is vested either in the Trustees or in the Corporate Trustee, contracts entered into in the ordinary course of the affairs of the Club shall be entered into in the name of the Club.

DISPOSAL OF SURPLUS PROPERTY

7. The Committee may sell or otherwise dispose of at any one time such of the moveable chattels or other property of the Club as it considers surplus to the requirements of the Club:

(a) for amounts exceeding in the aggregate $50,000, with the prior written sanction of the Trustees; and

(b) for amounts not exceeding in the aggregate $50,000, in their sole discretion.