14.4 Interested Forum councillors (a) Subject to rule 5, a Forum councillor may hold another position (except as auditor) in the Forum or any related body corporate in addition to his or her office of Forum councillor and may be appointed to that position on terms as to remuneration, tenure and otherwise that the Forum councillors (or other body corporate, as appropriate) think fit. (b) A Forum councillor: (1) may be or become a director or other officer of, or otherwise interested in, any related body corporate or other body corporate promoted by the Forum or in which the Forum is interested as a shareholder or otherwise; and (2) must disclose to the Forum any remuneration or other benefits he or she receives as a director or officer of, or from having an interest in, that body corporate. (c) The Forum councillors may exercise the voting rights conferred by shares in any body corporate held or owned by the Forum in the manner in all respects that they think fit. (d) A Forum councillor is not disqualified merely because he or she is a Forum councillor from contracting with the Forum in any respect including, but not limited to: (1) selling property to, or purchasing property from, the Forum; (2) lending money to the Forum with or without interest or security; (3) guaranteeing the repayment of money borrowed by the Forum for a commission or profit; (4) underwriting or guaranteeing the subscription for securities in any related body corporate or other body corporate promoted by the Forum or in which the Forum is interested as a shareholder or otherwise, for a commission or profit; or (5) being employed by the Forum or acting in any professional capacity (except as auditor) on behalf of the Forum. (e) A contract made by a Forum councillor with the Forum and a contract or arrangement entered into by or on behalf of the Forum in which any Forum councillor may be in any way interested is not avoided or rendered voidable merely because the Forum councillor holds office as a Forum councillor or because of the fiduciary obligations arising out of that office. (f) A Forum councillor contracting with or being interested in any arrangement involving the Forum must disclose that interest and is liable to account to the Forum for any profit realised by or under that contract or arrangement unless the Forum councillors decide otherwise. (g) Unless section 195 of the Act permits, a Forum councillor who has a material personal interest in a matter that is being considered at a Forum councillors' meeting must not: (1) be present while the matter is being considered at the meeting; or (2) vote on the matter. 19

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