sch.6-sec.39First directors and election of directors (CNL ss173 & 179)

sch.6-sec.39 First directors and election of directors (CNL ss173 & 179)

The first directors are elected by poll at the formation meeting of the co-operative (except as provided by section 173 (2) (b) of the Law). Under section 173 (2) (b) of the Law, the first directors of a transferred co-operative are the directors in office at the date of registration under the Law. The term of office of the first directors is to be not more than 3 years ending on the day of the third annual general meeting after the formation meeting. The rules may require that directors’ terms are of different length to enable rotational retirement. The term of office of directors elected thereafter, is to commence from the annual general meeting at which they are elected and ends on the day of the third annual general meeting thereafter. The members of the board are to be elected in the manner specified in this rule. At an annual general meeting at which a director retires, the vacated office may be filled in the following manner: At least 6 weeks before an annual general meeting, the board must: notify all members of the number of directors retiring at the annual general meeting; and advise the members of: their eligibility to nominate as a director; and the duties and responsibilities of a director; and the anticipated remuneration (if any); and the nomination and election procedures. A notice must also be displayed at the place of business of the co-operative inviting nominations of nominees to serve as directors. A nomination must: be signed by 2 or more members; and provide details of the qualifications and experience of the person nominated; and be accompanied by a notice in writing signed by the nominee consenting to their nomination. The nomination and the notice of consent must be lodged with the secretary of the co-operative at least 30 days before the annual general meeting. The secretary, or an officer nominated by the board, must give details of each person who has been nominated to members with the notice of the annual general meeting. Details to be provided to members must include: the nominee’s name; and the nominee’s qualifications and experience; and the nominee’s length of any previous service as a director of the co-operative or with any other co-operative. If the number of nominees equals the number of vacancies, the nominees must be declared elected at the annual general meeting. If there are insufficient nominees to fill all vacancies, the nominees to be declared elected at the annual general meeting and nominations for people to fill the remaining vacancies are to be called from the floor and a ballot held if required. If the number of nominees exceeds the number of vacancies, the election of directors must be conducted at the meeting by ballot as follows: A returning officer is elected at the meeting. The directors, the secretary and anyone who has an interest in the election are not eligible to be the returning officer. All nominees are to be listed on the ballot form in alphabetical order. The returning officer is responsible for determining the validity of and counting of the votes. If there is an equality of votes, the outcome must be determined by lot. The returning officer is to declare the election results. If any vacancies remain at the end of the meeting, the vacancies are to be casual vacancies and must be filled in accordance with rule 42 . A co-operative may specify other procedures in the rules to suit the particular circumstances of the co-operative. (sch.6-sec.39-ssec.1) The first directors are elected by poll at the formation meeting of the co-operative (except as provided by section 173 (2) (b) of the Law). Under section 173 (2) (b) of the Law, the first directors of a transferred co-operative are the directors in office at the date of registration under the Law. (sch.6-sec.39-ssec.2) The term of office of the first directors is to be not more than 3 years ending on the day of the third annual general meeting after the formation meeting. The rules may require that directors’ terms are of different length to enable rotational retirement. (sch.6-sec.39-ssec.3) The term of office of directors elected thereafter, is to commence from the annual general meeting at which they are elected and ends on the day of the third annual general meeting thereafter. (sch.6-sec.39-ssec.4) The members of the board are to be elected in the manner specified in this rule. (sch.6-sec.39-ssec.5) At an annual general meeting at which a director retires, the vacated office may be filled in the following manner: At least 6 weeks before an annual general meeting, the board must: notify all members of the number of directors retiring at the annual general meeting; and advise the members of: their eligibility to nominate as a director; and the duties and responsibilities of a director; and the anticipated remuneration (if any); and the nomination and election procedures. A notice must also be displayed at the place of business of the co-operative inviting nominations of nominees to serve as directors. A nomination must: be signed by 2 or more members; and provide details of the qualifications and experience of the person nominated; and be accompanied by a notice in writing signed by the nominee consenting to their nomination. The nomination and the notice of consent must be lodged with the secretary of the co-operative at least 30 days before the annual general meeting. The secretary, or an officer nominated by the board, must give details of each person who has been nominated to members with the notice of the annual general meeting. Details to be provided to members must include: the nominee’s name; and the nominee’s qualifications and experience; and the nominee’s length of any previous service as a director of the co-operative or with any other co-operative. (sch.6-sec.39-ssec.6) If the number of nominees equals the number of vacancies, the nominees must be declared elected at the annual general meeting. (sch.6-sec.39-ssec.7) If there are insufficient nominees to fill all vacancies, the nominees to be declared elected at the annual general meeting and nominations for people to fill the remaining vacancies are to be called from the floor and a ballot held if required. (sch.6-sec.39-ssec.8) If the number of nominees exceeds the number of vacancies, the election of directors must be conducted at the meeting by ballot as follows: A returning officer is elected at the meeting. The directors, the secretary and anyone who has an interest in the election are not eligible to be the returning officer. All nominees are to be listed on the ballot form in alphabetical order. The returning officer is responsible for determining the validity of and counting of the votes. If there is an equality of votes, the outcome must be determined by lot. The returning officer is to declare the election results. (sch.6-sec.39-ssec.9) If any vacancies remain at the end of the meeting, the vacancies are to be casual vacancies and must be filled in accordance with rule 42 .