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(c)
If there is a vacancy in the
office of a director, the remaining director or directors
may act but, if the number of remaining directors is not sufficient to constitute a
quorum at a meeting of the National Board, the remaining director or directors may
only act in an emergency or for the purpose of increasing the number of directorsto a
number sufficient to constitute a quorum or of convening a general meeting.
4.12 Chairperson
(a)
The President of AIA must preside as chairperson of each meeting of the National
Board.
(b)
If at a meeting of the National Board:
(1)
there is no President;
(2)
the President is not present within the period of time determined in
accordance with rule 4.12(c) after the time appointed for the holding of the
meeting; or
(3)
the President is present within that time but is not willing to act as
chairperson of the meeting,
the Vice President must preside at the meeting of the National Board and if at that
meeting of the National Board:
(4)
there is no Vice President;
(5)
the Vice President is not present within the period of time determined in
accordance with rule 4.12(c) after the time appointed for the holding of the
meeting; or
(6)
the Vice President is present within that time but is not willing to act as
chairperson of the meeting,
the directors present must elect one of their numbers to be chairperson of the
meeting.
(c)
For the purposes of rule 4.12(b), the period of time is:
(1)
that period of time determined by the National Board from time to time; or
(2)
where no determination has been made by the National Board under rule
4.12(c)(1), 30 minutes.
(d)
The person chairing a meeting of the National Board may, with the approval of the
directors present at the meeting, vacate the chair, in which event the directors
present must elect one of their number to replace the chairperson for so long as those
directors determine.
4.13 Decisions of National Board
(a)
A meeting of the National Board at which a quorum is present is competent to
exercise all or any of the authorities, powers and discretions vested in or exercisable
by the National Board under these rules.
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(b)
Questions arising at a meeting of the National Board are to be decided by a majority
of votes cast by the directors present at the meeting and any such decision is for all
purposes a determination of the National Board.
(c)
In the event of an equality of votes upon any proposed resolution
the person chairing
the meeting will have a second or casting vote.
4.14 Written Resolutions of the National Board
(a)
If:
(1)
all of the directors, other than:
(A)
any director on leave of absence approved by the National Board;
(B)
any director who is not entitled under these rules or at law to do the
act, matter or thing or to vote on the resolution in question,
assent (subject to rule 4.14(e)) by a majority of not less than three quarters of
those eligible to vote, to a document containing a statement to the effect that
an act, matter or thing has been done or resolution has been passed; and
(2)
the directors who assent to the document would have constituted a quorum at
a meeting of the National Board held to consider that act, matter, thing or
resolution,
then the act, matter, thing or resolution is to be taken as having been done at or
passed by a meeting of the National Board.
(b)
For the purposes of rule 4.14(a):
(1)
the meeting is to be taken as having been held on the day on which the
document was assented to and at the time at which the document was last
assented to by a director;
(2)
2 or more separate documents in identical terms each of which is assented to
by one or more directors are to be taken as constituting one document; and
(3)
a director may signify assent to a document by signing the document or by
notifying the National Board of the director's assent in person or by post,
facsimile transmission, telephone or other method of written, audio or audio
visual communication.
(c)
Where a director signifies assent to a document otherwise than by signing the
document, the director must by way of confirmation sign the document at the next
meeting of the National Board attended by that director, but failure to do so does not
invalidate the act, matter, thing or resolution to which the document relates.
(d)
Where a document is assented to in accordance with rule 4.14(a), the document is to
be taken as constituting a minute of a meeting of the National Board.
(e)
Where a decision under rule 4.2(g) is to be made by way of a written resolution
under this rule 4.14, all of the directors other than those directors referred to in rule
4.14(1) must assent unanimously to the written resolution.
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4.15 Committees of the National Board
(a)
The National Board may delegate any of its powers and assign any of its functions to
a committee or committees consisting of such number of directors and other
members of AIA as it thinks fit.
(b)
A committee to which any powers have been so delegated or to which any functions
have been so assigned must exercise the powers delegated and the functions assigned
in accordance with any directions and terms of reference determined by the National
Board.
(c)
The provisions of these rules applying to meetings and
resolutions of the National
Board apply, so far as they can and with such changes as are necessary, to meetings
and resolutions of a committee of the National Board.
4.16 Delegation to individual directors
(a)
The National Board may delegate any of its powers to one Director.
(b)
A director to whom any powers have been so delegated must exercise the powers
delegated in accordance with any directions of the National Board.
4.17 Validity of acts
An act done by the National Board, a meeting of the National Board, a committee of the
National Board or a person acting as a director is not invalidated by reason only of:
(a)
a defect in the appointment of the person as a director; or
(b)
the person being disqualified to be a director, having vacated office, or not being
entitled to vote,
if that circumstance was not known by the person or the directors or committee (as the case
may be) when the act was done.
Part 2 - Branch Committees
4.18 Branch Committee Composition
(a)
Each Branch must have a Branch Committee consisting of:
(1)
that number of committee members determined by the National Board from
time to time on the recommendation of the relevant Branch Committee; or
(2)
where no determination has been made under rule 4.18(a)(1), that number of
committee members between 8 and 12 (both inclusive) determined at an
annual Branch General Meeting for the period until the next annual Branch
General Meeting; or