Talk:Officers

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Qualifications of officers (Mandatory section)

The Act provides that an officer of a society has a duty of care in exercising their responsibilities.

Every officer must:

• consent to being elected or appointed, and
• certify that they are not disqualified from becoming an officer.
• Each such consent and certificate must be in writing and retained in the society's records.

To facilitate the process, this rule contains a list reflecting the disqualifying factors which are in the 2022 Act.

Officers' duties (recommended)

This rule reflects the statutory duties of society officers contained in the Act and sets out an officer’s obligations which are to the society, rather than its members.

The Act defines an Officer as a natural person who:

• is a committee member, or
• is in a position to exercise significant influence over the management of the society. For example, a chief executive or a treasurer.

All officers have an express duty under to act in good faith and in the best interests of the society.

Election or appointment of officers (mandatory section)

We can probably ignore the text here, as our own processes are well specified Talk:Officers/Comment

The Act requires each society’s constitution to provide for the election and appointment of its officers.

Because different approaches may suit different societies, we have provided 3 options to choose from.

Option 1

The election of officers shall be conducted as follows.

1. Officers shall be elected during Annual General Meetings. However, if a vacancy in the position of any Officer occurs between Annual General Meetings, that vacancy shall be filled by resolution of the Committee (and any such appointee must, before appointment, supply a signed consent to appointment and a certificate that the nominee is not disqualified from being appointed or holding office as a Officer (as described in the ‘Qualification of Officers’ rule above). Any such appointment must be ratified at the next Annual General Meeting.
2. A candidate’s written nomination, accompanied by the written consent of the nominee with a certificate that the nominee is not disqualified from being appointed or holding office as a Officer (as described in the ‘Qualification of Officers’ rule above) shall be received by the Society at least XXXTalk:Officers/Edit Working Days before the date of the Annual General Meeting. If there are insufficient valid nominations received, further nominations may be received from the floor at the Annual General Meeting.
3. Votes shall be cast in such a manner as the person chairing the meeting determines. In the event of any vote being tied, the tie shall be resolved by the incoming Committee (excluding those in respect of whom the votes are tied).
4. Two Members (who are not nominees) or non-Members appointed by the Chairperson shall act as scrutineers for the counting of the votes and destruction of any voting papers.
5. The failure for any reason of any financial Member to receive such Notice of the general meeting shall not invalidate the election.
6. In addition to Officers elected under the foregoing provisions of this rule, the Committee may appoint other Officers for a specific purpose, or for a limited period, or generally until the next Annual General Meeting. Unless otherwise specified by the Committee any person so appointed shall have full speaking and voting rights as an Officer of the Society.
7. Any such appointee must, before appointment, supply a signed consent to appointment and a certificate that the nominee is not disqualified from being appointed or holding office as an Officer (as described in the ‘Qualification of Officers’ rule above).

Option 2

The election of Officers shall be conducted as follows.

1. At least 7 Working Days before the date of the Annual General Meeting, the Society shall give Notice to all Members by posting or emailing to them such information (not exceeding one side of an A4 sheet of paper) as may be supplied to the Society by or on behalf of each nominee, in support of the nomination.
2. Only nominees who are not disqualified from being appointed or holding office as an Officer (as described in the ‘Qualification of Officers’ rule above) may stand for election and vote in elections.
3. If there are insufficient valid nominations received under this rule, but not otherwise, further nominations may be received from the floor at the Annual General Meeting.
4. Votes shall be cast in such a manner as the Chairperson of the Annual General Meeting shall determine.
5. Two Members (who are not nominees) or non-Members appointed by the Chairperson of the Annual General Meeting shall act as scrutineers for the counting of the votes and destruction of any voting papers.
6. The failure for any reason of any financial Member to receive such Notice shall not invalidate the election.
7. In the event of any vote being tied the tie shall be resolved by the incoming Committee (excluding those in respect of whom the votes are tied).
8. In addition to Officers elected under the foregoing provisions of this rule, the Committee may appoint other Officers for a specific purpose, or for a limited period, or generally until the next Annual General Meeting. Unless otherwise specified by the Committee any person so appointed shall have full speaking and voting rights as an Officer of the Society. Any such appointee must, before appointment, supply a signed consent to appointment and a certificate that the nominee is not disqualified from being appointed or holding office as an Officer (as described in the ‘Qualification of Officers’ rule above)

Option 3

Officers shall be elected by remote ballot in accordance with the procedures for giving Notice:

1. At least 3 months prior to the proposed Election Date, the Committee shall:
   1. Set the Election Date for elections to the Committee, and
   2. Appoint a Returning Officer for those elections to the Committee.
2. Within 5 Working Days of determining the Election Date the Society shall give Notice to all financial Members calling for nominations for Committee positions requiring to be filled, and such Notice shall include a nomination form and shall specify the date such nominations must be in the hands of the Returning Officer appointed under sub-paragraph (a)(ii) above, such date being not less than 35 Working Days prior to the Election Date.
3. A candidate’s written nomination shall be accompanied by the written consent of the nominee with a certificate that the nominee is not disqualified from being appointed or holding office as an Officer (as described in the ‘Qualification of Officers’ rule above) and may be accompanied by a signed biography not exceeding one A4 page.
4. At least 25 Working Days prior to the Election Date the Secretary shall give Notice to all financial Members of the nominations received for Committee positions and, in the event that there are a greater number than required for specific positions, forwarding a voting paper accompanied by the biographies of the candidates for election. Such voting paper shall specify the latest date (not less than 3 Working Days prior to the Election Date) it must be in the hands of the Returning Officer appointed by the Committee to be counted as a valid vote.
5. In the event of a ballot being required under sub-paragraph (d) above the candidate/s polling the highest number of votes of financial Members shall be declared elected by the Society or the Returning Officer.
6. The failure for any reason of any financial Member to receive such Notice shall not invalidate the election.
7. In the event of any vote being tied the tie shall be resolved by the incoming Committee (excluding those in respect of whom the votes are tied).
8. In addition to Officers elected under the foregoing provisions of this rule, the Committee may appoint other Officers for a specific purpose, or for a limited period, or generally until the next Annual General Meeting. Unless otherwise specified by the Committee any person so appointed shall have full speaking and voting rights as an Officer of the Society. Any such appointee must, before appointment, supply a signed consent to appointment and a certificate that the nominee is not disqualified from being appointed or holding office as an Officer (as described in the ‘Qualification of Officers’ rule above).

Term (mandatory section)

Under the Act each society’s constitution must contain the terms of office of officers. We recommend a term of no less than 1 year and no more than 5.

Note that the last 2 points are optional. Your society should consider whether including either or both would be appropriate.

1. The term of office for all officers' elected to the committee shall be XXXTalk:Officers/Edit year(s), expiring at the end of the annual general meeting in the year corresponding with the last year of each officer's term of office.
2. No officer shall serve for more than XXXTalk:Officers/Edit consecutive terms.
3. No chairperson shall serve for more than XXXTalk:Officers/Edit consecutive years as chairperson.