Section 4.B — Nominations, Elections and Casual Vacancies
[The Committee must be elected in a fair and free process that allows due consideration of the candidates and an informed decision to be made by the Members.]
[The Returning Officer is responsible for the free and fair conduct of your election process. This would be a person with no conflicts of interest in the outcome. Often a past Committee member or active volunteer will be considered for this role]
4.B.2 Based on what we've discussed, we understand you'd like nominations called before the AGM.
How elections are conducted
4.B.3 Based on what we've discussed, we understand you'd like elections held before the AGM.
4.B.4 A casual vacancy must be declared;
(a) If an elected Member retires, is removed, dies or, in the opinion of the Committee, becomes unable to fulfil their duties due to long-term illness or injury during their current term, or
(b) If there are fewer nominations than vacancies in a particular election year.
4.B.5 A casual vacancy may be filled by resolution of the Committee by any Member meeting the requirements for nomination under this Constitution.
4.B.6 The appointed person must complete the term of the elected Member they have replaced, and must be eligible for nomination for re-election.
4.B.7 Should the number of Committee members fall below the minimum number required by this Constitution, the remaining Committee members may act only to appoint one or more new Committee members to reach that minimum number.
Section 4.C — Powers and Delegations
[Members elect the Committee to guide and govern the Association on their behalf. Committee membership is a position of trust and the highest standards of governance and probity are expected.]
4.C.1 Subject to this Constitution and the Act, the Committee:
(a) controls and manages the affairs of the Association;
(b) may exercise all the powers and perform all the functions of the Association, except those that this Constitution or the Act require to be exercised by Members in general meeting; and
(c) has power to do all things that appear to the Committee necessary or desirable for the proper management of the Association's affairs, including making, amending or revoking Companion Documents.
4.C.2 The Committee must give effect to any lawful decision made by Members in general meeting.
4.C.3 The Committee has authority to interpret this Constitution, and to determine any matter relating to the Association's affairs on which this Constitution is silent.
4.C.4 The Committee may, by resolution, delegate any of its functions or powers, except those listed in clause 4.C.7, to a Committee member, employee, volunteer, contractor, or any other person, on terms the Committee decides.
4.C.5 The Committee may, by written Terms of Reference, establish Subcommittees. It may delegate any of its functions or powers, except those listed in clause 4.C.7, to a Subcommittee, on terms the Committee decides.
4.C.6 A delegation under this clause may be made subject to conditions or limitations, including as to time or circumstances, and must be recorded in a register of delegated authorities.
4.C.7 The Committee cannot delegate:
(a) this power of delegation; or
(b) any function or duty that the Act requires the Committee itself to perform.
4.C.8 A delegation under this clause does not prevent the Committee from continuing to exercise the delegated function itself, and the Committee may, by resolution, revoke a delegation wholly or in part.
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