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(3)
to retain discretion;
(4)
to avoid being placed in a position
of conflict of interest;
(5)
to at all times act honestly in the exercise of his or her powers and the
discharge of the duties of his or her office;
(6)
not to misuse information or position; and
(7)
to exercise the degree of care and skill that a reasonable person in a like
position in a corporation would exercise in the corporation's circumstances.
4.3
Election of directors
(a)
Subject to the casual vacancy provisions, the directors (other than the regional
representative directors) must be elected at an annual National General Meeting as
follows:
(1)
at every annual National General Meeting in an even year, the President,
Vice President and two ordinary directors (classified as Class A members);
(2)
at every annual National General Meeting in an odd year, the Treasurer, the
Secretary and one ordinary director (classified as Class B members).
(b)
The regional representative directors must be elected at the annual Branch General
Meetings as follows:
(1)
at every annual Branch General Meeting in an even year, the regional
representative directors from New South Wales, Queensland/Northern New
South Wales and Western Australia;
(2)
at every annual Branch General Meeting of AIA in an odd year, the regional
representative directors from the Australian Capital Territory/ Southern New
South Wales, Tasmania, South Australia/Northern Territory, and Victoria.
(c)
Where a person is appointed to the National Board under rule 4.1(c) to fill a casual
vacancy in the National Board an election to fill that
position must be held at the
next annual National General Meeting following his or her appointment.
(d)
DELETED.
(e)
A director must be a member of AIA.
(f)
A member is not eligible to be elected as a director if he or she is a Non Financial
Member of AIA.
(g)
Unless the annual National General Meeting otherwise determines, the order of
election for positions as a director open for election at that annual National General
Meeting pursuant to rule 4.3(a) and 4.3(c) must be:
(1)
President;
(2)
Vice President;
(3)
Secretary;
(4)
Treasurer; and
(5)
up to three ordinary members.
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(h)
Nominations for candidates for election pursuant to rule 4.3(a) and rule 4.3(c) must
be:
(1)
in writing;
(2)
made by an AIA member other than a Non Financial member;
(3)
supported by an AIA member other than a Non Financial member;
(4)
consented to by the nominee either in writing or personally before the
election; and
(5)
made before a time during the annual National General Meeting determined
at the commencement of the annual National General Meeting.
(i)
If there is no nomination for any position referred to in rule 4.3(g), the directors may
jointly present a nomination at the annual National General Meeting.
(j) DELETED.
(k)
Subject to rule 4.2(i), the National Board must appoint the National Board secretary
to be a Secretary of AIA.
(l)
If the National Board secretary is unwilling to act as a Secretary, the National Board
must appoint another director to be the Secretary.
4.4
National Board Vacancies
(a)
A director holds office:
(1)
in the case of a Class A director elected under rule 4.3(a) or 4.3(c), until the
conclusion of the annual National General Meeting in the next even year;
(2)
in the case of a Class B director elected under rule 4.3(a) or 4.3(c), until the
conclusion of the annual National General Meeting in the next odd year;
(3)
in the case of a director appointed under rule 4.3(c), until the conclusion of the
next annual National General Meeting;
(4)
in the case of a regional representative director elected at an annual Branch
General Meeting referred to in rule 4.3(b), until the conclusion of the second
annual Branch General Meeting following their election;
(5)
in the case of a regional representative director elected or appointed under rule
4.22(g), until the conclusion of the next annual Branch General Meeting; or
(6)
until he or she otherwise ceases to hold office as provided for in these rules.
(b) Any director is eligible for re-election.
(c)
A retiring director remains in office until the dissolution of the meeting at which he
or she retires.
(d) The office of a director becomes vacant:
(1)
in the circumstances prescribed
by the Corporations Act;
(2)
if the director resigns by notice in writing to AIA;
(3)
if the director is a regional representative director and ceases to be a member
of the relevant Branch Committee;