Board Policy Number 1 ELECTION OF DIRECTORS Adopted by the Board at its meeting on 15 July 2008
THE ROYAL SOCIETY FOR THE PREVENTION OF CRUELTY TO ANIMALS (VICTORIA) BOARD POLICY No. 1 Election of Directors (Made by the Board on 15 July 2008 pursuant to clause 16.4(e) of the Constitution) In the exercise of the powers conferred on it by clause 16.4(e) of the Constitution and all other powers pertaining to it, the Board makes the following Policy for the conduct of elections. 1. In this Policy, unless the context otherwise indicates:- 1.1 The Electoral Roll means the list of the names of all current Members eligible to vote; 1.2 A word or expression defined in the Constitution and used, but not defined, in this Policy has the same meaning given to it in the Constitution when used in this Policy. 2. The election of Directors will be declared at the Annual General Meeting of the Company. 3. At least eight weeks before an Annual General Meeting, the CEO must 3.1 notify all Members of the number of Directors retiring at the Annual General Meeting; and 3.2 advise the Members of a) rules for eligibility to nominate as a Director; and b) the duties and responsibilities of a Director; and c) the nomination and election procedures and in particular the requirements of clauses 4 & 5; and 3.3 invite nominations of candidates for election as Directors; and 3.4 display a notice at the registered office of the Company inviting nominations of candidates for election as Directors. 4. A nomination must 4.1 be signed by two Members; and 4.2 provide details of the qualifications and experience of the Member nominated; and 4.3 be accompanied by a:-
a) notice in writing signed by the candidate consenting to his or her nomination; and b) Compliance Undertaking signed by the candidate. 5. The nomination and accompanying documents must be lodged at the Registered Office of the Company by twelve noon on a date specified in the notice under clause 3, such date to be at least twenty-one days before the Annual General Meeting. 6. Immediately after the close of nominations the CEO will cause a list of eligible persons nominated to be posted on a notice board at the Registered Office of the Company. 7. If there are fewer candidates than vacancies to be filled, the Chairman of the Annual General Meeting will at that meeting declare such candidates duly elected. 8. If there are more candidates than vacancies to be filled, the election will be by ballot of Members on the Electoral Roll conducted in the following manner:- 8.1 the Returning Officer will provide each validly nominated candidate with a copy of this Policy; 8.2 the CEO will supply to the Returning Officer the Electoral Roll including the names and addresses of Voting Members. The CEO will make the Electoral Roll available for inspection (but not copying) by scrutineers at such times and places as may be approved by the CEO. In the event of any dispute as to any Member s eligibility to vote, the decision of the Returning Officer will be final; 8.3 the CEO will cause ballot papers to be prepared containing the names of the candidates in order determined by a random draw with an asterisk against the names of retiring Directors eligible for re-election and containing directions as to the method of voting; 8.4 ballot papers will be issued in such manner that they can on return be checked with the Electoral Roll without the contents of the ballot papers being disclosed at the time of such checking and so that after such checking the votes may be counted with the identity of the voter not being disclosed; 8.5 the Returning Officer will not less than fourteen days prior to the closing of the ballot post in a prepaid envelope addressed to each Member on the Electoral Roll a ballot paper initialled by the Returning Officer together with two other envelopes. The larger of such envelopes will be a reply paid envelope addressed to the Returning Officer ( Reply Envelope ). The smaller envelope will be clearly marked Ballot Paper Envelope ( Ballot Paper Envelope ); 8.6 the method of voting is as follows:-
a) ballot papers will be completed by placing a mark (either a tick ( ) or a cross (x)) in the squares opposite the names of each of the candidates the Member wishes to vote for, up to the number of vacancies to be filled; b) completed ballot papers will be placed in the Ballot Paper Envelopes and sealed; c) voters will apply their signatures and legibly write their names and Membership numbers on the backs of the Ballot Paper Envelopes; and d) Ballot Paper Envelopes will be placed inside the Reply Envelopes, sealed, and; i) posted to the Returning Officer so as to be received by him or her not later than the time of closing of the ballot; or ii) delivered to the Returning Officer by placing the same in a ballot box at the Company s Registered Office not later than the time of closing of the ballot. 8.7 the ballot will close at 5.00pm on the day prior to the Annual General Meeting; 8.8 any envelopes received after closing time will be marked as late and then kept separately with envelopes unopened. Any ballot paper contained in any late envelope will be invalid; 8.9 the Returning Officer will check that the envelopes which arrive before the close of the ballot are unopened and are from Members on the Electoral Roll. The Returning Officer may commence this check prior to the closing time for the ballot. Any envelopes received from persons ineligible to vote will be marked appropriately and kept separately and unopened; 8.10 the Returning Officer will, after the ballot closes, proceed to count the votes ensuring that voters details contained on the Ballot Paper Envelopes are not seen by any person present at the count. At the conclusion of the count the Returning officer will announce the result of the ballot by signing a Certificate in the presence of the Scrutineers (if any) and, if none, in the presence of the Chief Executive Officer. The Chairman of the Annual General Meeting will at that meeting declare such candidates duly elected. 9. No election will be invalidated by reason of the fact that any notice or paper required by this Policy was not received by any Voting Member. 10. If at any Annual General Meeting the places of all retiring Directors are not filled, the Board may proceed to fill any vacant place under clause 16.4(b) of the Constitution. 11. Any candidate may appoint a Scrutineer who must be a Member but not another candidate. Such appointment must be made in writing addressed to the Returning Officer and signed by the candidate making the appointment and will bear a
specimen signature of the Scrutineer. Such appointment must be delivered to the Returning Officer at the Company s Registered Office at least an hour before the time fixed for the closing of the ballot. No person will act as a Scrutineer until the Returning Officer is satisfied as to the identity of such person with the Scrutineer appointed by such writing. 12. Any Scrutineer properly appointed may only be present for the actual counting of the votes. In the case of any dispute as to the adequacy of marking or otherwise as to the validity of any ballot paper, the decision of the Returning Officer will be final. 13. Subject to this Policy, the Board will, at least eight weeks before the date of the Annual General Meeting appoint a Returning Officer for the purpose of the election. No person may act in such office if he or she is a Director, a candidate for election, or a permanent employee of the Company and such Returning Officer will be a person who has acted as a Returning Officer at a municipal, state or federal elections and will be recommended by the Victorian Electoral Commission or responsible authority. 14. Duties of the Returning Officer include: 14.1 to conduct the election according to this Policy; 14.2 to maintain the secrecy of the ballot; 14.3 to be responsible for the safe keeping of ballot papers; 14.4 to be responsible for the oversight of the despatch of ballot papers; 14.5 to make a certified reconciliation to the Company by written statement of the number of ballot papers received, used, unused and spoilt; 14.6 upon determination of the election, to parcel separately and certify ballot papers as used, unused or spoilt and ballot papers received after the close of the ballot; and 14.7 to mark and certify the Electoral Roll used in the conduct of the election. 15. If there is a casual vacancy in the office of Director, the Board may proceed to fill any vacant place under clause 16.4(b) of the Constitution but the Member appointed will be subject to retirement at the same time as if the Member had become a Director on the day on which the Director in whose place the Member is appointed was last elected a Director. * * * * * * *