These Election Rules have been adopted under Article 28 of the chapter's constitution; in the event of any contradiction between these Rules and the Articles of Association, the provisions of the Articles will apply.
The Board shall appoint one or more tellers who will count the votes in accordance with these rules. Candidates for election shall not be eligible to serve as tellers. Where there is any uncertainty arising from the application of these rules, the teller(s) will decide the most appropriate course of action and their decision shall be final and binding on all parties.
Number of Directors
The maximum number of directors shall be as specified in the Articles.
Request for candidates
- Under Article 6.1, notice of the AGM has to be sent out at least 21 clear days before the AGM.
An invitation for candidates for election to the Board shall be sent out with the notice of the AGM. This invitation shall include:
- details of the duties and obligations of a director-trustee
- details of the statutory restrictions on who can serve as a director-trustee
- a nominating form for candidates to return to the Teller(s) setting out the required information, with space for a candidate statement
- the deadline for returning the form to the Teller(s), which will not be less than 14 days and no more than 35 days before the AGM, and at least three clear days after notice has been given
The Teller(s) will collect the nomination forms and determine which candidates are validly nominated.
No less than seven clear days before the AGM the teller(s) shall send a notice to each person who is entitled to a receive notice of the general meeting. The notice shall contain:
- a ballot paper containing a list of candidate names and information regarding their candidacy or a link to such information. If the candidate is under 18 that fact will be noted.
- an instruction that the member should vote by putting sequential numbers beginning with "1" next to as many candidates as he wishes
- details of how to return the ballot and how to vote by proxy if he wishes
- the deadline for returning the ballot
- a statement that a Resolution will be put to the AGM to appoint as directors the candidates elected by this election
Ballot papers shall also be made available to members entitled to vote who attend the AGM in person.
The teller(s) shall collect all the ballot papers and count them at the AGM.
If a candidate has given notice to a Teller prior to the start of the count that they wish to withdraw, any preferences cast for that candidate shall be ignored.
Determination of Directors to retire at next Annual General Meeting
Should some Directors appointed under these Rules be required, under the Articles, to retire at the next Annual General Meeting, those Directors shall be those who received the fewest first preferences. In the event of a tie, a teller shall draw lots prior to announcing the result. The announcement of the results shall include a statement indicating which of the elected candidates are required to retire at the next Annual General Meeting.
Resolution to appoint
Immediately prior to the announcement, an Ordinary Resolution shall be put to the meeting formally appointing as directors those candidates that the teller(s) announce have been duly elected. If necessary, this Ordinary Resolution shall include any determination required under the Articles that the Directors required to retire at the next Annual General Meeting shall by those announced by the teller(s) in accordance with the section above entitled "Determination of Directors to retire at next Annual General Meeting".
The teller(s) shall announce the results of the election at the AGM immediately after the Ordinary Resolution formally appointing the directors. The announcement shall include the names of the candidates, the number of first preferences received, the total number of ballots received and the candidates elected under these rules.