Article 3 - Board of Directors

3.    Article 3 - Board of Directors

3.1    Election of directors

1. must be made in writing, signed by one member of the IAI-AC and accompanied by the written consent of the candidate (which must be endorsed on the form of the nomination) (which form is Annexure 2 to these by-laws); and
2. must be delivered to the Secretary of the IAI-AC at least 7 days before the date fixed for the holding of the annual general meeting at which the election is to take place. This notice period does not apply to the inaugural annual general meeting.

If insufficient nominations are received to fill all vacancies on the Board, the candidates nominated are taken to be elected and further nominations are to be received at the annual general meeting.

 If insufficient further nominations are received, any vacant positions remaining on the Board are taken to be casual vacancies.

If the number of nominations received is equal to the number of vacancies to be filled, the persons nominated are taken to be elected.

If the number of nominations received exceeds the number of vacancies to be filled, a ballot is to be held.

The ballot for the election of directors of the Board is to be conducted at the annual general meeting in such usual and proper manner as the Board may direct.

The term of office of ordinary Directors will be one year with the option to be re-elected except that the five foundation members shall vacate office at the inaugural annual meeting but shall be eligible to stand for re-election.

3.2    Composition of the Board

The Board shall consist of 10 members. It shall have the power to co-opt members where insufficient nominations are received, or to fill casual vacancies, and also to co-opt up to 2 additional members.

(Note - Chair and Vice Chair to be from among the above number as provided elsewhere).

The Board of Directors shall be the legal governing body of the IAI-AC and shall be primarily responsible for fund raising to support the IAI-AC's activities and for managing and supervising the administrative activities of the IAI-AC. The Board of Directors shall have powers necessary for management of the affairs of the IAI-AC and the effectuation of its aims to the extent not inconsistent with the law and these by-laws. The Board of Directors shall have sole authority to resolve all disputes relating to these bylaws and the operations of the IAI-AC.

The Board of Directors shall establish objectives and policies of the IAI-AC and shall conduct all business by these guidelines.

3.4    Removal or Resignation of Director

Any Director may be removed in the event the Board of Directors determines that such Director has committed gross misconduct in the discharge of his or her duties or has wilfully refused or failed to discharge his or her duties. Such removal may be effected only by a three-fourths vote of the entire Board of Directors at a duly called and convened meeting. Prior to such meeting, the affected Director shall receive thirty (30) days written notice from the IAI-AC. The decision of the Board of Directors in this regard shall be conclusive and no right of rehearing or appeal, administratively or judicially, shall exist.

3.5    Compensation

3.5.1
The assets and income of the IAI-AC shall be applied exclusively to the promotion of its objects and no portion shall be paid or distributed directly or indirectly to the members of the organisation except as bona fide remuneration for services rendered or expenses incurred on behalf of the organisation.

3.5.2
Directors shall not receive any financial compensation for their services as Directors but shall be entitled to reimbursement for expenses incurred on behalf of the IAI-AC in accordance with the expense reimbursement policy established by the Board of Directors and according to the approved budget. The Board of Directors may set a limit to the expenses which may be incurred without prior approval, as decided by the Treasurer. Expenses exceeding this limit must be approved by the Chairperson, prior to the expenditure.

The Board of Directors may retain such professional services as it deems necessary, eg. legal counsel, accountants, other professionals or employees and shall determine the compensation and other terms and conditions of engagement or employment of such service providers.