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5 |

P a g e

Constitution of the Case Management Society

of Australia and New Zealand Limited (CMSA)

28.

Resignation and Re-Election of Directors

17

29.

Appointment of Office Bearers

17

30.

Powers of Directors

17

31.

Delegation

17

32.

Appointment of Chief Executive Officer

18

33.

Appointment of other Office Holders

18

34.

Appointment of Attorneys

18

35.

Committees

18

36.

Appointment of Patrons and Deputy Patrons

19

37.

Proceedings

19

38.

Attendance at Board meetings

19

39.

Meetings by Technology

20

40.

Quorum at Meetings

21

41.

Chair to preside over Board Meetings

21

42.

Directors' Voting Rights and Exercise of Powers

21

43.

Director’s Contracts

22

44.

Circular Resolutions

23

45.

Defects in Appointments

24

46.

Seals and their Use

24

47.

True and Proper Accounts

24

48.

Notices Generally

25

49.

Notices of General Meeting

25

50.

Limited Liability

26

51.

Members' Liability on Winding Up

26

52.

Winding Up

27

53.

Indemnity of Officers, Insurance and Access

27

54.

Amendment of Constitution

27

55.

Replaceable Rules

27

56.

Interpretation

27

57. By-laws

28

PRELIMINARY

Constitution of Case Management Society of Australia and New Zealand ACN 130 205 284

(

CMSA

), a public company limited by guarantee.