The Board Of Management

Powers of the Board

  1. 5.1 The Board -
    1. 5.1.1 shall control and manage the business and affairs of Nican;
    2. 5.1.2 may, subject to these rules, exercise all such powers and functions as may be exercised by Nican;
    3. 5.1.3 subject to the Act, the Regulations, these rules and to any resolution passed by the Association in general meeting has power to perform all such acts as appear to the Board to be essential for the proper management of the business and affairs of Nican.

Constitution and Membership of the Board

  1. 5.2 The Board shall consist of eight financial members, one from each State and Territory, each of whom shall be appointed in accordance with the approved procedures as described in section 5.6, 5.7, 5.8, 5.9, 5.10, 5.11 & 5.12 of these rules.
  2. 5.3 The Board has the power to form sub-committees for specified times, with terms of reference.
  3. 5.4 A Board member must at all times abide by the agreed Board Code of Conduct.
  4. 5.5 For the purpose of these rules, the office of a member of the Nican Board shall become vacant if the Board member;
    1. 5.5.1 Submits a resignation in an appropriate format forwarded to the Secretary;
    2. 5.5.2 becomes insolvent under administration within the meaning of the Corporations Law;
    3. 5.5.3 fails, without leave granted by the Board to attend one meeting of the Board;
    4. 5.5.4 does not get re-elected or reappointed to the Board;
    5. 5.5.5 is dismissed from the Board upon majority vote;
    6. 5.5.6 dies.
  5. 5.6 In the event of a casual vacancy the Board may appoint a person who answers the criteria to the vacant position and upon payment to Nican of the annual membership fee, the person so appointed shall continue in office until the annual general meeting next following his/her appointment.

Election of Board Members

  1. 5.6 A call for nominations to the Board will be sent to financial members residing in the State or Territory in which the Board vacancy occurs at least 60 days before the Annual General Meeting.
  2. 5.7 It is a requirement that any person nominating for a position on the Board be a financial member of Nican.
  3. 5.8 Nominations to the Board in writing or an alternative format and are to be received by the Secretary of the Association by the closing date stipulated on the call for nominations and at least 30 days before the Annual General Meeting.
  4. 5.9 Nominations to the Board must include a candidate statement addressing the Selection Criteria as approved from time to time by the Board.
    1. 5.9.1 Nominations to the Board must also include a signed Board Code of Conduct Form.
  5. 5.10 Ballot papers and candidate statements will be distributed to all financial members of the state or territory to which the vacancy refers.
  6. 5.11 The Ballot for the election of Members to the Board shall be conducted in a manner as approved from time to time by the Board. The mechanism for conducting elections to the Board shall be described on the Ballot papers distributed to all members of the Association.
  7. 5.12 If no nominations to the Board are received from a State or Territory for that State or Territory, the position shall be deemed to be vacant and may be filled in accordance with the rules for filling a casual vacancy (see clause 5.5).
  8. 5.13 If there is only one nomination to a Board position for a State or Territory, for that State or Territory, then prior to the Annual General Meeting the rest of the Board shall determine whether the candidate satisfactorily meets the Selection Criteria and, if so, the person shall be appointed to the Board without a Ballot.

Term of Office

  1. 5.13 Each Board member shall hold office for a term which commences at the close of the Annual General Meeting and finishes at the close of the Annual General Meeting two years after.
  2. 5.14 There shall be no limit to the number of terms any member may serve on the Board.

Board Meetings

  1. 5.15 The Board shall meet at least once in each calendar year at such a place and time as the Board may determine.
  2. 5.16 The business transacted at the meeting shall be at the Board's discretion and any such business items shall be placed on the agenda prior to the commencement of the meeting.
  3. 5.17 A quorum for Board meetings will be 5 Board members.
  4. 5.18 Upon any question that requires a resolution each member present at the meeting shall have one vote. In the case of equality of votes on a question for resolution, the person presiding at the meeting shall exercise a second or casting vote.
  5. 5.19 If within one hour of a Board meeting appointed time a quorum is not present the meeting shall be dissolved.
  6. 5.20 The Chair, or in his/her absence the Vice Chair, shall preside as Chair at all meetings.
  7. 5.21 If the Chair and Vice Chair are absent the members present shall elect one of their number to preside as chairperson.