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P a g e
Constitution of the Case Management Society
of Australia and New Zealand Limited (CMSA)
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.
POWERS OF DIRECTORS
30. Powers of Directors
Subject to the Corporations Act and this Constitution, the business of CMSA is managed by
the Board, which may exercise all powers of CMSA which are not, by the Corporations Act
or this Constitution, required to be exercised by CMSA in general meeting.
31. Delegation
The Board may delegate any of its powers in accordance with the Corporations Act.