12. ELECTION
12.1 At Annual General Meeting
Election of the Board and the Member Council must take place at the Annual General Meeting of the Company.
12.2 Nomination process for Directors and Councillors
(a) Candidates for the office of Director or the office of Councillor will be proposed in writing by any Full Member and seconded by any Full Member of the Company.
(b) The nomination for Directors or Councillors will be invalid unless the candidate provides their written consent to their nomination and it states whether that the candidate is being nominated as a Director or a Councillor. [amended 14/8/2026]
(c) Such nomination must be delivered:
(i) in person to the Secretary;
(ii) by post to be in the hands of the Secretary; or
(iii) by an email to the Secretary, no later than the date by which the Secretary must issue the notices of the relevant Annual General Meeting. The Secretary will confirm this relevant closing date at the time the Secretary calls for nominations. [amended 14/8/2026]
(d) [deleted 14/8/2026]
12.3 Process if nominations exceed vacancies
(a) Where candidates for Director or Councillor exceed the number of vacancies for an individual position an election will be held by secret ballot amongst the Full Members present and entitled to vote (which includes any Direct Votes cast pursuant to clause 10.2(e)). The Board may determine the manner in which the election is conducted from time to time (having considered any recommendations of the Member Council).
(b) The Secretary will prepare the ballot papers and determine the manner in which votes are marked thereon.
(c) In respect of candidates for Director, the Member Council may:
(i) undertake a review of the eligibility of candidates against the requirements of clause 11.3 and to consider the need to ensure that the Board will have appropriate attributes, competencies, diversity of perspective, and be adequately representative of the membership in accordance with clause 11.2(e); and
(ii) provide recommendations in respect of the eligibility or relative ranking of the candidates.
(d) Each Full Member present at the meeting must vote for candidates using a voting paper provided by the Company for that purpose. A preference ranking must be given to each candidate and any voting paper which does not include a preference ranking is invalid.
(e) [deleted 14/8/2026]
(f) [deleted 14/8/2026]
(g) The candidate(s) with the highest number of first preference votes is elected to the office which they were nominated for.
(h) In the event of the process in clause 12.3(g) producing a tied result the successful candidates will be elected on the basis of second preferences and so on until a result has been determined.
(i) The Secretary will announce the result of the election at the meeting.
