CMSA Constitution and By-laws

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. (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.

OFFICE BEARERS

29. Appointment of Office Bearers

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.

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