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16.1 |
Board of Management | |
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16.1.1 |
The affairs of the Association are to be managed by a Board of Directors constituted as provided in this Rule16. |
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16.1.2 |
The Board is to consist of no less than five but not more than 10 Directors, as the Board may determine by resolution. |
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16.2 |
Period of Office | |
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16.2.1 |
Subject to the Rules, a Director holds office for one term commencing at the end of the annual general meeting at which the Board member was appointed and ending at the conclusion of the third annual general meeting following their appointment. |
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16.2.2 |
A Director appointed pursuant to Rule16.9 to fill a casual vacancy, must retire from office at the close of the annual general meeting following their appointment. |
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16.2.3 |
Subject to the Rules, a retiring Director will be eligible for re-election. |
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16.3 |
Qualification of Directors | |
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No person is eligible to be appointed or act as a Director of the Association unless: | |
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16.3.1 |
that person is a Member or will be deemed to be appointed a Member under Rule 16.7; |
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16.3.2 |
that person is over the age of 18 years; and |
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16.3.3 |
that person is not prohibited or disqualified or otherwise prevented from acting as a Director of a body corporate under the Corporations Act 2001 (Cth), the Act or the ACNC Act. |
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16.4 |
Maximum term of office | |
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16.4.1 |
(a) can stay in office until the expiration of the Director’s then current term; or (b) stand for office for a further fixed term, as the case may be |
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16.4.2 |
If the election of a candidate will or is likely to infringe the maximum term of office under Rule 16.4.1, the participation of the candidate in any election conducted under Rule 16.5 is subject to the Board resolving by a Specified Majority (excluding any Director to which the vote relates) that the Director, may, if elected, serve a further period of office. |
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16.4.3 |
Any Director who is permitted to stand for office notwithstanding the maximum term of office does so subject to the following limitations: (a) if elected in accordance with Rule 16.5, they will hold office until the conclusion of the first annual general meeting after their re-election; and (b) at the conclusion of each fixed term they will only be eligible for re-election if, as specified above, the Board resolves by a Specified Majority to allow the retiring officer to stand for re-election for a further fixed term. |
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16.4.4 |
A former Director who ceases to hold office by reason of the maximum term of office under Rule 16.4.1, is not eligible for election or appointment to the Board until having been out of office for at least two years. |
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16.5 |
Nomination and appointment of Directors | |
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16.5.1 |
At each annual general meeting the Members must fill each vacant or vacated office or offices by appointing a duly qualified person (unless it is expressly resolved not to fill the vacated office). |
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16.5.2 |
Nominations for candidates for the position of Director must be: (a) called for by the Board, prior to each annual general meeting (if vacated places are to be filled); and (b) in a form and returned in the manner directed by the Board |
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16.5.3 |
The retiring Director, if offering himself or herself for re-election and not being prevented by the Rules, the Act or the ACNC Act from holding office as a Director, will be deemed to be have been re-elected, unless: (a) at the meeting it is expressly resolved not to fill the vacated office; or (b) nominations for the vacated position are received, in which case the retiring Director will be deemed to be a candidate for the vacated position and will be eligible for election in accordance with Rule 16.6. |
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16.5.4 |
The candidates nominated will be put to the Members for election as per Rule 16.6.3 and no further nominations can be received at the annual general meeting or after the date on which nominations close under Rule 16.5.2 |
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16.6 |
Voting for new or additional Directors | |
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16.6.1 |
If only one nomination for each vacancy, or new position is received or deemed to be received, the candidate/s nominated will be deemed to be elected, unless at the meeting it is expressly resolved not to fill the vacated office. |
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16.6.2 |
If the number of nominations exceeds the number of vacancies to be filled, a vote will be held as per Rule 16.6.3. |
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16.6.3 |
On any vote to appoint a Director at an annual general meeting: (a) the chair of the meeting must collect the votes of the Members; (b) all votes must be on the prescribed form (being the form prescribed by the Board from time to time); (c) votes must be tallied in simple form, not a preferential system. That is, Members will vote for the candidate/s they most prefer, in accordance with the number of nominations. The candidate with the most votes will be declared elected; and (1) Members will re-vote on the tied candidates, in simple form, not a preferential system; (2) the candidate with the most votes on the revote will be declared elected; and (3) if on a re-vote, votes remain tied, the chair of the meeting will have a casting vote. |
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16.7 |
Deemed to be admitted as a Member | |
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16.7.1 |
(a) complete the application for Membership referred to in Rule 7.3; and (b) pay any moneys payable pursuant to Rule 9 in respect of any Entrance Fee and/or Annual Subscription.
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16.7.2 |
Rule 16.7.1 does not apply to a person who: (a) does not meet the eligibility criteria for Membership under Rule 7.2, in which case the appointment is invalid and deemed vacant; or (b) has within three years of their appointment been expelled or disciplined as a Member, in which case, the person’s nomination and appointment is conditional upon the Board resolving by a Specified Majority to allow the nomination or appointment. In the absence of the prescribed resolution, the appointment is invalid and deemed vacant. |
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16.8 |
Removal of Directors and vacation of office | |
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16.8.1 |
(a) the Members may by Special Resolution remove any Director before the expiration of his or her period of office; and
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16.8.2 |
The office of a Director will become vacant if the Director: (a) dies; (b) ceases to be a Director or is disqualified from being a director pursuant to the Act, the Corporations Act 2001 (Cth) or the ACNC Act; (c) becomes of unsound mind or a person whose person or estate is liable to be dealt with in any way under the law relating to mental health; (d) resigns his or her office by notice in writing to the Association; (e) for more than three months is absent without permission of the Board from meetings of the Board held during that period; (f) has a material personal interest in a matter relating to the affairs of the Association and fails to give the other Directors notice of the interest; (g) becomes a bankrupt or makes any arrangement or composition with personal creditors generally; (j) ceases to be a Member. |
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16.8.3 |
Before taking action under Rule 16.8.1(b), Rule 16.8.2(h) or Rule 16.8.2.(i), the Board may investigate the conduct of the Director and any Director who is the subject of a notified review: (a) must provide reasonable assistance to the Board; and |
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16.9 |
Power of Board to fill casual vacancies, etc. | |
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16.9.1 |
The Board has the power at any time, and from time to time, to appoint a qualified person as a Director, either to fill a casual vacancy or as an addition to the existing Directors, but so that the total number of Directors cannot at any time exceed the maximum number fixed or determined by or pursuant to Rule 16.2. Any Director so appointed will hold office only until the close of the next following annual general meeting of the Association but will, subject to the provisions of the Rules, be eligible for re-election at such meeting.
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16.9.2 |
The Board may continue to act notwithstanding a vacancy on the Board, but so that if the number of directors falls below five, then the Board must not, except in the case of emergencies, or for the purpose of filling up vacancies, or convening a general meeting of the Association, act so long as the number is below the minimum. |