CMSA Constitution and By-laws - page 16

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P a g e
Constitution of the Case Management
Society of Australia Limited (CMSA)
(d)
dies; or
(e)
ceases to be a Member of CMSA.
27. Voluntary Retirement of Director
A Director may retire from the Board by giving one month's written notice to the Board.
The retirement takes effect on the day that the notice expires or any earlier time accepted
by the Board.
28. Resignation and Re-Election of Directors
(a)
At each Biennial Annual General Meeting of CMSA, at least one third of the
Board must resign.
(b)
The Directors who must resign are those who have been on the Board for the
longest period of time since they were last elected.
(c)
For the purposes of determining who must resign under 28(b), a Director
appointed by the Board under rule 24(c) or (d) ('Appointment and Removal') must
not be
counted. For the avoidance of doubt, a Director appointed by the Board under
rule 24(d) is not subject to the resignation requirements of this rule 28.
(d)
If some of the Directors have been on the Board for the same length of time, they
may decide amongst themselves who is to resign. If they cannot agree on who
must resign, it must be decided by lot.
(e)
Each Director who resigns at a Biennial Annual General Meeting is eligible to be
re- elected at that Annual General Meeting, provided that he or she is still a
Member.
OFFICE BEARERS
29. Appointment of Office Bearers
(a)
At the first Board Meeting after each Biennial Annual General Meeting, the Board
must elect a Chair and a Vice- Chair. The persons elected hold those positions
until their replacements are elected at the first Board meeting after the next
Biennial Annual General Meeting, even if rule 28 ('Resignation and Re-Election of
Directors') requires them to retire at that Biennial Annual General Meeting.
(b)
If a position referred to in paragraph (a) is vacant for any reason other than
resignation under rule 28 ('Resignation and Re-Election of Directors'), the Board
must appoint a Director to that position at the first Board meeting after the
position becomes vacant. The Director so appointed may hold office until the first
Board meeting after the next Biennial Annual General Meeting.
(c)
If a person who holds a position referred to in paragraph (a) resigns pursuant to
rule 28 ('Resignation and Re-Election of Directors'), that Director may be re-
elected to a position referred to in paragraph (a) if he or she is re-elected to the
Board.
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