CMSA Constitution and By-laws

Constitution of the Case Management Society of Australia Limited (CMSA)

Director. A Director appointed to replace a Director removed under this rule 24(b) is deemed to have become a Director on the day that the person he or she replaced became a Director. (c) The Board may at any time appoint an Eligible Person as a Director, either to fill a casual vacancy or as an addition to the Board. Any Director appointed under this rule 24(c) may hold office only until the next Annual General Meeting of CMSA and is then eligible for re-election at that meeting but is not to be taken into account in determining the number of Directors who are to retire by rotation at that meeting. (d) Subject to rule 32(c) ('Appointment of Executive Officer'), the Board may at any time appoint the Executive Officer as a Director. (e) A person appointed under paragraph (d) will cease to be a Director if he or she ceases to be the Executive Officer. 25. Persons Eligible for Appointment to the Board

(a)

Subject to paragraphs (b) and (c), the following persons are Eligible Persons:

(i)

a Member recommended by the Board;

(ii)

a Member nominated by another Member on no less than 21 days notice prior to an Annual General Meeting of CMSA; and where the person is elected at an Annual General Meeting of CMSA, a Director who is also a Member and who has resigned pursuant to rule 28 ('Resignation and Re-Election of Directors').

(iii)

(b) Unless the Board otherwise resolves, a person who has been an employee of CMSA is not an Eligible Person unless two years have elapsed since he or she ceased being an employee of CMSA. (c) For the avoidance of doubt, the reference to 'employee' in paragraph (b) above includes the Executive Officer, whether or not he or she was appointed as a Director under rule 24(d) ('Appointment and Removal') and notwithstanding rule 24(e). For the avoidance of doubt, a person who is not a Member is not an Eligible Person. (e) A member is not eligible to be appointed as a Director to the CMSA Board if they are not eligible for Directors and Officers Insurance cover under CMSA’s current insurance policy. (d)

26. Vacation of Office

In addition to the circumstances in which the office of a Director becomes vacant under the Corporations Act, rule 24(e) ('Appointment and Removal') above and rules 27 ('Voluntary Retirement of Director') and 28 ('Resignation and Re-Election of Directors') below, the office of a Director becomes vacant if the Director:

(a)

becomes bankrupt or insolvent;

(b) becomes of unsound mind or becomes a person whose person or estate is liable to be dealt with in any way under the law relating to mental health; (c) is absent without the consent of the Board from meetings of the Board held during a continuous period of 6 months;

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