Does the following clause (1.17) under a corporate constitution mean that the board may appoint a casual vacancy without a vote from shareholders? Or is a vote still required, even if at a general meeting, all directors are removed under resolutions, and there are two directors to be appointed under the resoliutions, but three are required under statute. One of the directors that were included in resolution would likely be rejected by current board as she is not qualified. Could those directors choose any director to be apppointed as a casual vacancy direrctor (including maybe the unqualified director) to meet the statutory requirement before the end of meeting, or would a vote have to be made? Note: two further clauses are included that relate to the eligibility of directors.

1.17. Casual Vacancies Where a casual vacancy exists, the Board may appoint a person to a casual vacancy in the position of a director, including in circumstances where the number of directors is less than the overall maximum or minimum number of directors contemplated by this constitution.

1.13. Eligibility Criteria for the Election or Appointment of Persons as a Director of the Company Directors shall be at least 35 years old, of full capacity, and possessing such character, educational qualifications and professional experience as otherwise must be considered by the Board to be suitable for appointment as a director of the Company. The Board may adopt additional eligibility requirements. A person who is a candidate for any forthcoming election for an Elected Director position must satisfy the eligibility requirements.

1.14. Nomination Procedure for Elected Directors A candidate must be nominated by at least 2 Members of the Company. The nomination must be provided to the Board at least 2 months prior to the general meeting at which it is proposed the candidate stand for election. The nomination must be accompanied by information as to qualifications and eligibility of the nominee and written consent to act as an Elected Director, signed by the nominee. The nominee must agree to make themselves available for interviews with the Board to determine their eligibility or ability to complement existing skills, experience, and qualifications of the Board, and provides that a failure or refusal of a candidate to reasonably cooperate disqualifies that person from the election or filling a casual vacancy of an Elected Director position.