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P a g e
Constitution of the Case Management Society
of Australia and New Zealand Limited (CMSA)
(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
(iii)
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').
(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 Chief 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).
(d)
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.
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;
(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.