1. INTERPRETATION
“Annual General Meeting” means the meeting of the Members of the Association held annually in accordance with Rule 4.1;
“Association” means the association having the objects and the name set out in Rule 2, as established by the Company;
“Board of Directors” means the Board of Directors of the Company, which, in accordance with these Rules shall also be the Board of Directors of the Association;
“Chairman” means the person appointed as chairman of the meetings of the Board of Directors in accordance with Rule 7.5;
“Chief Executive Officer” means the person nominated by the Board of Directors as the Chief Executive Officer of the Company, who shall also be the Chief Executive Officer of the Association, carrying out the functions set forth in these Rules;
“Company” means the CASBAA Limited, a company with limited liability incorporated in the Hong Kong Special Administrative Region;
“Corporate Member” means a Member referred to in Rule 3.4;
“Corporate Nominee” means a Nominee appointed by a Corporate Member pursuant to Rule 3.8.2;
“Director” means a director of the Company, who, in accordance with Rule 7.2.3, shall also be a director of the Association;
“Associate Member” means a Member referred to in Rule 3.7;
“Associate Nominee” means a Nominee appointed by an Associate Member pursuant to Rule 3.8.4
“Group” means a group of companies which are associated with each other and for these purposes a company is associated with another company if the first-mentioned company is a subsidiary of a holding company or a subsidiary of the holding company of the second-mentioned company and the words “subsidiary” and “holding company” shall bear the meanings ascribed to them in Division 4 of the Companies Ordinance, Chapter 622 of the Laws of Hong Kong;
“Individual Member” means a Member referred to in Rule 3.5.1; “Institutional Member” means a Member referred to in Rule 3.6;
“Institutional Nominee” means a Nominee appointed by an Institutional Member pursuant to Rule 3.8.3;
“Member” means a person whom the Company has accepted as an, Individual Member, Patron Member, Corporate Member, Institutional Member, or Associate Member of the Association and who has not ceased to be a Member, and “Membership” shall be construed accordingly;
“Members’ Dues” means the annual dues which Members are required to pay as set out in Rule 5;
“Memorandum” and “Articles” means respectively the memorandum and articles of association of the Company;
“Nominee” means an individual nominated by a Patron Member, Corporate Member, Institutional Member or Associate Member who is not an Individual Member in accordance with these Rules;
“Objectives” means the objectives of the Association referred to in Rule 2.3;
“Patron Member” means a Member referred to in Rule 3.3;
“Patron Nominee” means a Nominee nominated by a Patron Member pursuant to Rule 3.8.1;
“Restricted Trade Entities” means the governments, entities and individuals sanctioned by the Office of Foreign Assets Control of the Government of the United States of America;
“Rules” means these Rules and the provisions comprising them, as may be amended from time to time in accordance with these Rules, governing the management and operation of the Association;
“US$” means the lawful currency of the United States of America; and
“Voting Member” means a Member whom the Company has accepted as a Corporate Member, Patron Member, Individual Member or Institutional Member and who has a right to vote at meetings of the Association pursuant to these Rules. For the avoidance of doubt, an Associate Member is not a Voting Member.
1.1 The expression “the Company may” or “the Directors may” shall in the context in which they appear, give the Company or, as the case may be, the Directors, an absolute discretion concerning any relevant action it or they propose to take. Where any thing or matter referred to in these Rules requires or is subject to the Company’s or the Directors’ approval, the Company or, as the case may be, the Directors, may, without assigning any reason, give or withhold its or their approval as it or they in its or their absolute discretion think(s) fit. All actions of the Company shall be carried out by the Board of Directors in accordance with the Memorandum and Articles of Association of the Company.
1.2 A “person” includes any individual, company, corporation, firm, partnership, joint venture, association, organisation, trust, state or agency of a state (in each case, whether or not having a separate legal personality).
1.3 If the context permits or requires, references to any gender include every gender and words importing the singular include the plural and vice versa.
1.4 Headings are inserted for convenience only and shall not affect the interpretation of these Rules.
2. GENERAL
2.1. Management of Company and Association
The primary objective of the Company is the establishment and operation of the Association, which is an association of the Members. The Company shall own the Association and shall be liable for all of the liabilities incurred by the Association. The Board of Directors shall manage the operation and business of the Association on behalf of the Company and in accordance with these Rules. The Board of Directors shall conduct the affairs of the Association as they shall see fit, including the power to make rules in connection with the management of the Association and all matters relating to Membership as set forth herein.
2.2. Name of Association
The Association’s name is “CASBAA”. The Board of Directors may change the name of the Association to any other name.
2.3. Association’s objectives
The principal objective of the Association is to promote the growth of the multi-channel audio-visual content creation and distribution industry across Asia. In so doing, it seeks to:-
2.3.1 Inform via conferences, roundtables, newsletters & publications;
2.3.2 Represent via government advocacy and interaction with trade organisations; and
2.3.3. Connect via networking opportunities and informal gatherings.
2.4. Non-profit making
The Association is intended to be non-profit making and its objectives are not commercial in nature. Any profits made from any of the Association’s activities shall be used to achieve the objects set out in Rule 2.3.
3. MEMBERSHIP
3.1. Membership categories
Subject to Clause 3.2 there shall be four (4) separate Membership categories: (a) Patron Membership;
(b) Corporate Membership;
(c) Individual Membership;
(d) Institutional Membership; and
(e) Associate Membership.
The rights attached to these Membership categories are set out in Rules 3.3, 3.4, 3.5, 3.6 and 3.7 respectively.
3.2. Change of Membership categories
The Board of Directors may from time to time increase, decrease, create or cancel any Membership category.
3.3. Patron Membership
Subject to Rule 3.9, any firm, corporation or other entity interested in the Objectives shall be eligible for Patron Membership.
3.3.1 Subject to Rule 3.8.1.2, each Patron Member shall have the right to one (1) vote at meetings of the Association.
3.3.2 Pursuant to Rule 3.8.1, each Patron Member shall be entitled to appoint ten (10) Patron Nominees, free of charge.
3.3.3 Each Patron Member shall be entitled to such discounts at CASBAA sponsored exhibitions and conferences as may be determined by the Board of Directors in its sole discretion.
3.3.4 Each Patron Member shall be entitled to free advertising in CASBAA publications as may be determined by the Board of Directors in its sole discretion.
3.3.5 Each Patron Membership shall be entitled to exclusive access to Patron Member-only events organised by the Board of Directors in its sole discretion.
3.3.6 Each Patron Membership shall be entitled to exclusive access to Patron Member-only dialogue sessions organised by the Board of Directors in its sole discretion.
3.3.7 Each Patron Membership shall be entitled to a US$10,000 credit against event sponsorship subject to conditions imposed by the Board of Directors in its sole discretion.
3.4. Corporate Membership
Subject to Rule 3.9, any firm, corporation or other entity interested in the Objectives shall be eligible for Corporate Membership.
3.4.1 Each Corporate Member shall have the right to one (1) vote at meetings of the Association.
3.4.2 Pursuant to Rule 3.8.2, each Corporate Member shall be entitled to five (5) Corporate Nominees free of charge.
3.4.3 Each Corporate Member shall be entitled to such discounts at CASBAA sponsored exhibitions and conferences as may be determined by the Board of Directors in its sole discretion.
3.4.4 Each Corporate Member shall be entitled to such advertising discounts in CASBAA publications as may be determined by the Board of Directors in its sole discretion.
3.5. Individual Membership
Subject to Rule 3.9, any individual (not being a firm, corporation or other entity) who is interested in the Objectives shall be eligible for Individual Membership.
3.5.1 Individuals may only be a member of the Association, either as an Individual Member or as a Nominee nominated by any Patron Member, Corporate Member, Institutional Member, or Associate Member.
3.5.2 Each Individual Member shall have the right to one (1) vote at meetings of the Association.
3.5.3 Each Individual Member shall be entitled to such discounts at CASBAA sponsored conferences as may be determined by the Board in its sole discretion.
3.5.4 All Individual Members are eligible for election to the Board of Directors.
3.6. Institutional Membership
Subject to Rule 3.9, any non-commercial and non-profit making firm, corporation, organisation, associations or other institution which, in the opinion of the Board of Directors, is interested in the Objectives, shall be eligible for Institutional Membership.
3.6.1 Each Institutional Member shall be entitled to a free Institutional Membership for the first year of Membership. If any Institutional Member wishes to renew the Membership after the first year, such Institutional Member shall pay Members’ Dues in each subsequent year of Membership pursuant to Rule 5.
3.6.2 Subject to Rule 3.6.3, each Institutional Member shall have the right to one (1) vote at meetings of the Association.
3.6.3 Members of Institutional Members who are associations or similar bodies shall be entitled to attend meetings of the Association (but not to vote) PROVIDED THAT the Board of Directors shall have the discretion to limit such right to apply only to certain individual members or categories of members of such Institutional Members.
3.6.4 Subject to Rule 3.6.1, each Institutional Member shall be entitled to one (1) Institutional Nominee, free of charge.
3.6.5 Each Institutional Member shall be entitled to nominate a person from time to time to receive such discounts at CASBAA sponsored exhibitions and conferences.
3.7. Associate Membership
Subject to Rule 3.9, any firm, corporation or other entity having fewer than fifty (50) employees globally and interested in the Objectives shall be eligible for Associate Membership.
3.7.1 Each Associate Member shall be entitled to an Associate Membership for a term of three (3) years. After the first three (3) years of Membership, such Membership shall be terminated; and if the holder of such Membership is eligible, and subject always to compliance with the Rules, it may be offered Corporate Membership.
3.7.2 An Associate Member shall not have the right to vote at meetings of the Association.
3.7.3 Subject to Rule 3.7.1, each Associate Member shall be entitled to three (3) Associate Nominees, free of charge.
(Certain existing Members as shall be determined by the Board of Directors as being in compliance with Rule 3.7 shall be deemed to be Associate Members forthwith upon the coming into effect of this Rule 3.7.)
3.8. Nominees
3.8.1 Patron Nominee
3.8.1.1 Each Patron Member may from time to time by notice in writing to the Chief Executive Officer, nominate up to ten (10) individual employees of its organisation to be Patron Nominees and from time to time replace any such Patron Nominee as provided in Rule 3.8.1.3.
3.8.1.2 All Patron Nominees in respect of the same Patron Member shall together have one (1) vote at meetings of the Association. For the avoidance of doubt, such right of the Patron Nominees to vote shall be the same right granted to the relevant Patron Member to vote pursuant to Rule 3.3.1.
3.8.1.3 Any Patron Nominee in respect of a Patron Member may from time to time be transferred to another individual employee of such Patron Member, such transfer to take effect upon receipt by the Chief Executive Officer of written notice of the transfer from the Patron Member concerned.
3.8.2 Corporate Nominees
3.8.2.1 Each Corporate Member may by notice in writing to the Chief Executive Officer, nominate up to five (5) individual employees of its organisation to be Corporate Nominees and from time to time replace any such Corporate Nominee as provided in Rule 3.8.2.3.
3.8.2.2 All Corporate Nominees in respect of the same Corporate Member shall together have one (1) vote at meetings of the Association. For the avoidance of doubt, such right of the Corporate Nominees to vote shall be the same right granted to the relevant Corporate Member to vote pursuant to Rule 3.4.1.
3.8.2.3 Any Corporate Nominee in respect of a Corporate Member may be transferred to another individual employee of such Corporate Member from time to time, such transfer to take effect upon receipt by the Chief Executive Officer of written notice of the transfer from the Corporate Member concerned.
3.8.3 Institutional Nominee
3.8.3.1 Each Institutional Member may by notice in writing to the Chief Executive Officer nominate one (1) individual employee that is a member of its organisation to be an Institutional Nominee and from time to time replace any such Institutional Nominee as provided in Rule 3.8.3.3.
3.8.3.2 The Institutional Nominee shall have one (1) vote at meetings of the Association. For the avoidance of doubt, such right of the Institutional Nominee to vote shall be the same right granted to the Institutional Member to vote pursuant to Rule 3.6.2.
3.8.3.3 The Institutional Nominee in respect of an Institutional Member may be transferred to another individual employee of such Institutional Member from time to time, such transfer to take effect upon receipt by the Chief Executive Officer of written notice of the transfer from the Institutional Member concerned.
3.8.4 Associate Nominee
3.8.4.1 Each Associate Member may by notice in writing to the Chief Executive Officer nominate three (3) individual employees that is a member of its organisation to be Associate Nominees and from time to time replace any such Associate Nominees as provided in Rule 3.8.4.3.
3.8.4.2 The Associate Nominees shall not vote at meetings of the Association. For the avoidance of doubt, such restriction on the Associate Nominees shall be the same restriction on the Associate Member on voting pursuant to Rule 3.7.2.
3.8.4.3 The Associate Nominee in respect of an Associate Member may be transferred to another individual employee of such Associate Member from time to time, such transfer to take effect upon receipt by the Chief Executive Officer of written notice of the transfer from the Associate Member concerned.
3.9. Application for Membership
3.9.1 Application for Membership shall be made in writing in such form as shall be prescribed by the Board of Directors upon recommendation of the Chief Executive Officer from time to time, accompanied by the applicable Members’ Dues for the relevant Membership category.
3.9.2 All applications for Membership shall contain a declaration by the applicant that it is not in business with any Restricted Trade Entities.
3.9.2 Membership may be approved or rejected by the Board of Directors in its sole discretion. Any rejection of an application for Membership shall be final and the Board of Directors shall not be required to give any reason therefor. Patron Nominees, Corporate Nominees, Institutional Nominees and Associate Nominees nominated under Rules 3.8.1, 3.8.2, 3.8.3, or 3.8.4 shall also be subject to this Rule as if their Membership was made by application herein.
3.10. Members’ rights
No Member shall have any right against or be under any obligation to any other Member by virtue of its or his Membership and Members shall have no contractual rights against the Association or the Company other than the right to attend and, in the case of Voting Members, to vote at Members’ meetings.
3.11. Revocation or termination of Membership
3.11.1 If any Member fails to maintain the qualifications for that Members’ Membership category, or fails to pay its or his Members’ Dues, then that Member’s Membership may be revoked by the Board of Directors and the Board of Directors shall not be required to give any reason therefor.
3.11.2 In the case of Patron Nominees, Corporate Nominees, Institutional Nominees, and Associate Nominees, their Memberships shall automatically terminate upon such Patron Nominee, Corporate Nominee, Institutional Nominee, or Associate Nominee ceasing to be employed by the relevant Patron Member, Corporate Member, Institutional Member or Associate Member. In such event, the relevant Patron Member, Corporate Member, Institutional Member, or Associate Member (as applicable) shall forthwith give written notice of such cessation to the Chief Executive Officer.
3.11.3 In the event any Member (i) has been convicted of a criminal offence or (ii) is found or believed to have conducted or engaged in activities that could render the Association in disrepute, and, upon the resolution approved by at least seventy five per cent (75%) of the Voting Members, such Member shall be expelled by the Association. All dues paid by such Member shall be forfeited and not refunded to such Member.
3.11.4 In the event any Patron Nominee, Corporate Nominee, Institutional Nominee, and Associate Nominee (i) has been convicted of a criminal offence or (ii) is found or believed to have conducted or engaged in activities that could render the Association in disrepute, the Patron Member, Corporate Member, Institutional Member or Associate Member (as the case may be) who appointed such Nominee shall replace the Nominee with another Nominee.
3.12. Resignation
Any Member may withdraw from the Association at any time by delivering to the Chief Executive Officer a written resignation. In no event shall a Member be entitled to a refund of all or part of any Members’ Dues paid. If any Patron Member, Corporate Member, Institutional Member or Associate Member withdraws from the Association, then all Patron Nominees, Corporate Nominees, Institutional Nominees and Associate Nominees, nominated by the relevant Patron Member, Corporate Member, Institutional Member and Associate Member, as the case may be, shall be deemed to have withdrawn from the Association.
3.13. Membership not transferable
Save in the case of Patron Nominees, Corporate Nominees, Institutional Nominees and Associate Nominees, which may be transferred in the manner stipulated in Rules 3.8.1.3, 3.8.2.3, 3.8.3.3 and 3.8.4.3, respectively, Memberships shall not be transferable unless in any particular case the Board of Directors shall otherwise determine.
4. MEMBERS’ MEETINGS
4.1. Annual General Meeting
4.1.1 Meetings of the Association shall be held annually at such place, time and date as shall be determined by Board of Directors. The Chief Executive Officer shall advise the Members of the place, time and date of such annual meeting by giving all Members not less than twenty one (21) days’ prior notice in writing. Members may participate in a meeting of the Association by means of a conference, telephone or similar communication by means of which all persons participating in the meeting are capable of speaking with and hearing each other.
4.1.2 Subject to these Rules, the procedures for calling and holding the Annual General Meetings and for determining the list of candidates for election as Directors to the Board of Directors at each Annual General Meeting shall be as determined by the Board of Directors, at the recommendation of the Chief Executive Officer, PROVIDED THAT:
4.1.2.1 Within fourteen (14) days after notice of the place, time and date of the Annual General Meeting is given to all Members pursuant to Rule 4.1.1:
(a) Voting Members who intend to run for election to the Board of Directors shall give written notice to the Chief Executive Officer of such intent;
(b) Members who wish to nominate names for election to the Board of Directors shall give written notice to the Chief Executive Officer of such names;
(c) Retiring Directors who wish to stand for re-election shall give written notice to the Chief Executive Officer of such intent; and
(d) No individual shall be entitled to stand for election unless written notice has been given to the Chief Executive Officer in accordance with this Rule 4.1.2.1.
4.1.2.2 The Chief Executive Officer shall circulate to the Voting Members a list of candidates for election as Directors to the Board of Directors not less than seven (7) days before the Annual General Meeting. Such list shall be final and no candidate shall be allowed to stand for election at the Annual General Meeting unless his/her names appears on such list.
4.2. Business of Annual General Meetings
4.2.1 At the Annual General Meeting:
4.2.1.1 Voting Members shall elect the Directors to the Board of Directors as prescribed in Rule 7; and
4.2.1.2 the Directors shall shall report on the contribution of the Association in the various constituencies and industries represented by the Board of Directors; and
4.2.1.3 the Directors shall report on the Association’s activities and expenditure for the preceding financial year and on the previous financial year’s audited accounts and shall outline the subsequent financial year’s proposed activities and expenditure.
4.2.2 Voting Members may raise such other matters as they think fit for discussion at the Annual General Meeting by sending written notice of the matters to be discussed to the Chief Executive Officer at least twenty-one (21) days before the relevant Annual General Meeting.
4.3. Extraordinary meetings
The Board of Directors shall have the power to call a meeting of the Association at any time. If any Voting Member desires to hold a meeting of the Association other than the Annual General Meeting, such Voting Member shall obtain a petition requesting such meeting signed by at least ten per cent (10%) of the Voting Members. On presentation of such petition to the Chief Executive Officer, the Chief Executive Officer shall fix a suitable time, date and place for a meeting of the Association and shall give all Members not less than twenty-one (21) days’ prior notice in writing.
4.4. General provisions
4.4.1 A Voting Member shall be entitled to attend any meeting of the Association in person or by proxy. The instrument of proxy shall be as determined by the Board of Directors from time to time.
4.4.2 The Chairman or, in his absence, one of the Directors nominated by the Chief Executive Officer, or in their absence, the Chief Executive Office, shall preside as chairman at every meeting of the Association, including the Annual General Meetings.
4.4.3 Members shall be entitled to attend or be represented at meetings of the Association as follows:
(a) Patron Members, Corporate Members, Institutional Members or Associate Members, by a Nominee appointed in a form approved by the Board of Directors from time to time;
(b) Individual Members, personally or by proxy pursuant to Rule 4.4.1;
(c) Each Nominee may be represented by a proxy appointed by such Nominee pursuant to Rule 4.4.1.
4.4.4 Ten per cent (10%) of the Voting Members present in person or by representative or proxy shall constitute a quorum, PROVIDED THAT if a quorum is not present within fifteen (15) minutes from the time appointed for the meeting, the Voting Member present in person or by representative or proxy shall constitute a quorum.
4.4.5 Every decision at a meeting of the Association shall be finally decided at that meeting by a majority of the votes cast at that meeting in person, by representative or by proxy. A declaration by the chairman of the meeting that a resolution has been carried or not carried, or carried or not carried by a particular majority, and an entry to that effect in the minute book of the Association, shall be conclusive evidence of the votes recorded in favour of or against such resolution.
4.4.6 In the case of an equality of votes at any general meeting, the chairman of the meeting shall be entitled to a second or casting vote. In case of any dispute as to voting the chairman shall determine the same, and such determination shall be final and conclusive.
5. MEMBERS’ DUES
5.1. Payment of Members’ dues
Members shall pay Members’ Dues to the Association annually in accordance with a scale which the Board of Directors shall prescribe from time to time.
5.2. Complimentary Memberships
The Board of Directors may, in its discretion from time to time, provide Membership to any one or more members on a complimentary basis, for such period as the Board of Directors may determine.
5.3. Use of Members’ dues
Members’ Dues shall be paid to the Association’s account and shall be used to defray the expenses of the Association, to pay the salaries and other expenses of the Chief Executive Officer and other staff of the Association and in such other manner as the Board of Directors may from time to time approve in accordance with Rule 9.2.
5.4. Association’s bank account
The Association’s bank account shall be operated in such manner and by such signatories as the Board of Directors shall from time to time determine.
6. MEMBERS’ RULES
6.1. Rules amended by Members
These Rules may be amended at any time either in whole or in part by a resolution approved by seventy-five per cent. (75%) or more votes of the Voting Members (a) present in person or by proxy or representative pursuant to Rule 4.4.3 at a meeting of the Association. A resolution in writing signed by seventy-five per cent. (75%) or more of the Voting Members shall be as effective for all purposes as a resolution of the Members passed at a meeting duly convened, held and constituted.
6.2. Members to abide by these Rules
All Members shall abide by these Rules and any other rules which the Board of Directors makes from time to time. Every amendment to these Rules shall be binding on every Member as soon as it has been approved by the Members pursuant to Rule 6.1.
7. BOARD OF DIRECTORS
7.1. Number and representation
7.1.1 The Board of Directors shall comprise a maximum of fourteen (14), or, if a Director is appointed in accordance with Rule 7.1.3, fifteen (15), Directors, which shall include the Chief Executive Officer, and may include the outgoing Chairman; and the maximum number of voting Directors on the Board of Directors shall not exceed thirteen (13).
7.1.2 Subject to Rules 7.1.3 and 7.1.4, the Board of Directors shall be elected from among the Voting Members in accordance with Rule 7.2. Voting Members shall strive to ensure a broad-based representation of all geographic and industry sectors on the Board of Directors and maintain a balanced representation from each of the principal industry sectors reflected in the Memberships.
7.1.3 The Chief Executive Officer shall automatically be appointed as a Director to the Board of Directors but shall not have any right to vote in meetings of the Board of Directors.
7.1.4 If there are more than ten (10) Associate Members in the Association at any one time, the Associate Members shall be entitled to elect amongst themselves an individual to be appointed to the Board of Directors. Such an individual shall not require election by Voting Members but shall not have any right to vote in meetings of the Board of Directors.
7.2. Appointment or election
7.2.1 Without prejudice to Rules 7.1.3 and 7.1.4, all individuals on the list of candidates circulated to the Voting Members pursuant to Rule 4.1.2 shall be eligible for election or re-election as Directors and shall be elected by the Voting Members at each Annual General Meeting of the Association held pursuant to Rule 4; PROVIDED that at any one time, not more than two individuals of the same Group may be on the Board of Directors. The candidates with the highest number of votes shall be appointed to the Board of Directors.
7.2.2 In an election for more than one seat in the Board of Directors, Voting Members will be given a single ballot which specifies the maximum number of votes the Voting Member is permitted to cast which number shall correspond to the number of Directors to be elected to the Board of Directors at the Annual General Meeting or an extraordinary meeting called pursuant to Rule 7.4.2. Voting Members shall not allocate more than one vote for any one candidate on their ballot; however, Voting Members are required to allocate all of the votes permitted to cast on the ballot failing which the Voting Member’s ballot shall be deemed void.
7.2.3 All individuals elected as Directors of the Association shall be appointed to the Board of Directors of the Company at the earliest practicable date after such appointment or election.
7.3. Rotation
7.3.1 Each elected Directors (other than the Chief Executive Officer) shall hold office for two (2) years and shall retire from office at the second next Annual General Meeting from the Annual General Meeting in which he/she is elected. Subject to the proviso to Rule 7.2.1, retiring Directors shall be eligible for re-election provided that he/she complies with the notice requirements under Rule 4.1.2.1.
7.3.2 Without prejudice to Rule 3.11.2, if a Patron Nominee, a Corporate Nominee, an Institutional Nominee, or an Associate Nominee being a Director ceases to be employed by the relevant Patron Member, Corporate Member, Institutional Member, or Associate Member, as the case may be, at the discretion of the Board of Directors, such Director may continue to occupy the office of Director until the next following Annual General Meeting PROVIDED THAT such Director applies for and is accepted as an Individual Member of the Association with thirty (30) days of his ceasing to be employed by such Patron member, Corporate Member, Institutional member or Associate Member and PROVIDED FURTHER THAT the Director shall retire at such Annual General Meeting but may be eligible for re-election as otherwise provided by these Rules.
7.4. Resignation, removal and replacement
7.4.1 Any Director may resign from his directorship at any time by notice in writing to the Board of Directors.
7.4.2 If at any time the number of Directors (except the Chief Executive Director and the Director appointed in accordance with Rule 7.1.3) on the Board of Directors falls below twelve (12), the Board of Directors may call an extraordinary meeting under Rule 4.3 by giving all Members not less than twenty one (21) days’ prior notice in writing informing all Members of the number of vacancies on the Board. In such a case, Clauses 4.1.2 shall apply to the extent that all references to “Annual General Meeting” shall be read as “such extraordinary meeting”. At such extraordinary meeting, Voting Members shall elect such number of Directors to fill the vacancies on the Board of Directors. Rule 7.2.2 shall also be complied with in such event.
7.5. Chairman
7.5.1 The Board of Directors shall, at the first meeting of the Board of Directors following the Annual General Meeting, appoint one of them to be the Chairman of the Board of Directors until the next meeting of the Board of Directors held after the next Annual General Meeting pursuant to Rule 7.2.1. The Chairman shall be eligible for re-election as such by the Board of Directors upon the expiration of his/her term of office.
7.5.2 The role of the Chairman is to manage and to provide leadership to the Board of Directors.
7.5.3 Upon the expiration of the term of office of the Chairman, the outgoing Chairman shall be entitled to, and shall be offered, a position as a Director on the Board of Directors for one (1) year or until the meeting of the Board of Directors held immediately after the next Annual General Meeting pursuant to Rule 7.2.1, whichever is shorter.
7.6. Directors’ powers
Subject to the terms of the Memorandum and Articles of the Company, the business of the Association shall be managed by the Board of Directors who may exercise all such powers as may be necessary or desirable to achieve the objects of the Association and, in furtherance of the business of the Association, do all such other acts and things as they think fit.
7.7. Delegation of Directors’ powers
Subject to the terms of the Memorandum and Articles of the Company, the Board of Directors may appoint any person, committee or executive body to manage any of the affairs of the Association and may delegate to any such person, committee or executive body any of the powers, authorities or discretions vested in the Board of Directors. Any such appointment or delegation may be made upon such terms and subject to such conditions as the Board of Directors may think fit and the Board of Directors may remove any person, committee or executive body so appointed and may annul or vary any such delegation.
7.8 Directors’ meetings and quorum
7.8.1 The Board of Directors shall meet together at least six (6) times a year at such places as may be convenient for a majority of the Directors. The Board of Directors shall meet to despatch business, adjourn and otherwise regulate their meetings as they think fit. Fifty per cent (50%) of the Board of Directors shall constitute a quorum
7.8.2 Save as otherwise provided in these Rules, questions arising at any Board of Directors meeting shall be decided by a majority vote of Directors present and voting. In case of an equality of votes the chairman of the Board of Directors meeting shall have a second or casting vote. The Chairman shall act as the chairman of the Board of Directors meeting or, , in his absence, the Chief Executive Officer or in his absence, such other person as the Directors present at such meeting may elect so to act. A Director may, at any time, summon a meeting of the Board of Directors. Notice of meetings of the Board of Directors shall be given to all Directors personally in writing (including by facsimile or e-mail) at least 10 days before a meeting of the Board of Directors is due to take place or sent to him at his last known address or any other address given by him to the Chief Executive Officer for this purpose. A minimum of fifty per cent (50%) of the Board of Directors shall constitute a quorum for such purposes. The Directors may participate in a meeting of the Board of Directors by means of a conference, telephone or similar communications equipment by means of which all persons participating in the meeting are capable of speaking with and hearing each other. A resolution in writing signed by all the Board of Directors shall be as effective for all purposes as a resolution of the Directors passed at a meeting duly convened, held and constituted.
7.9. Directors’ share qualification
A Director need not hold any shares in the Company. Any Director who retires shall transfer forthwith any share(s) in the Company held by such Director to such person(s) as the Directors shall direct PROVIDED THAT the Directors shall refuse to register the transfer of any share(s) in the Company to any person(s) other than to a Director.
8. Chief Executive Officer
8.1.1 The Chief Executive Officer shall manage the day to day operations of the Association. The Chief Executive Officer shall have the right to recruit and select supporting officers to work on behalf of the Association, PROVIDED, that there shall be no more than such number of supporting officers determined by the Board of Directors employed at any one time.
8.1.2 In recruiting supporting staff, the Chief Executive Officer shall comply with the annual budget and any requirements specified by the Board of Directors, including details of skill levels, remuneration and other matters as may be determined by the Board of Directors from time to time
8.1.3 A newly employed Chief Executive Officer may not terminate the contracts of the support staff recruited by an earlier Chief Executive Officer without cause.
8.2. Role of the Chief Executive Officer
8.2.1 Subject to the terms of these Rules and any determination of the Board of Directors, the function of the Chief Executive Officer shall be to provide the management and logistical infrastructure to assist the Board of Directors, and each of the Committees to meet their respective objectives.
8.2.2 The Chief Executive Officer shall undertake any task, action, function or role as may be delegated by the Board of Directors in its sole discretion from time to time.
9. ACCOUNTS, BUDGETS ETC.
9.1. Books of account and records
The Board of Directors shall ensure that all books of account and statutory records required by law are regularly and properly kept.
9.2. Budget
The annual budget shall be presented to the Board of Directors for consideration and approval within thirty (30) days after the date of the Annual General Meeting. Expenditure by the Association in any year shall be made only in the manner prescribed by that year’s budget unless otherwise approved by a majority vote of the Board of Directors.
9.3. Standing orders
The Board of Directors may from time to time, subject to the annual budget referred to in Rule 11.2, determine financial standing orders in relation to the incurrence of expenditure.
10. RESIDENCY
The domicile and principal office location of the Association shall not be changed except by a resolution approved by at least ninety per cent (90%) of the Board of Directors.