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Company limited by guarantee and not having a share capital
Revised
Articles of Association
of
World Bowls
Incorporated on 24 August 2001
Adopted on 25 March 2006
The Board
19 |
Composition of the Board |
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| 19.1 |
Unless otherwise determined by ordinary resolution, the number of Directors shall not be subject to any maximum but shall be not less than six, being:- |
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| 19.1.1 |
the President who shall be Chairman; |
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| 19.1.2 |
the Deputy President, who shall be of opposite gender to the President; and |
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| 19.1.3 |
4 Ordinary Directors, being two of each gender. |
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| 19.2 |
All Directors shall be Affiliated Bowlers. |
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20 |
Election of Directors |
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20.1 |
The Chief Executive Officer shall not later than 200 clear
days before the date of each Biennial Council Meeting write
to each Member National Authority and:
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20.1.1 |
invite nominations for the positions of President, Deputy President and the Ordinary Directors; and |
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| 20.1.2 |
state the closing date of nominations. |
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| 20.2 |
Nominations shall: |
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| 20.2.1 |
be in writing and signed by the President and
Secretary/Chief Executive Officer of the nominating National
Authority; |
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| 20.2.2 |
contain the consent of the nominee together with their postal address; |
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| 20.2.3 |
be accompanied by such resume stating qualifications, experience, date of birth and other personal information as the nominee decides; |
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| 20.2.4 |
reach the Chief Executive Officer not later than
150 clear days before the date of the Biennial Council Meeting. |
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| 20.3 |
The Chief Executive Officer shall forward copies
of all nominations to all Member National Authorities at least
100 clear days before the Biennial Meeting. |
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| 20.4 |
Should a ballot be necessary, Member National Authorities shall be given the opportunity of a postal vote through the Returning Officer. |
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| 20.5 |
After the close of the ballot, the Returning
Officer shall subject to Article 20.6 and 20.6A count the valid
votes for the candidates and declare to the Board the result
of the election for each office in order, commencing with the
most senior. For the Ordinary Directors, the 2 candidates of
each gender with the highest number of votes shall be elected. |
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| 20.6 |
Should any one candidate receive the greatest number of votes
for 2 or more offices, that candidate shall be declared elected
to the most senior of those offices, and their candidature
disregarded in declaring the result of election for other
offices.
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| 20.6A |
(1) Where a candidate nominates for 2 or more
offices Member National Authorities shall vote for the election
of a person to such offices on a preferential basis.
(2) Preferences shall be expressed on the ballot paper numerically
with the Number 1 being the highest preference.
(3) In the case of a candidate's candiditure being disregarded
by the operation of Article 20.6 the votes for such other offices
for which the candidate has nominated shall be recounted by
the Returning Officer and each Member National Authority shall
be deemed to have cast a vote for the person who is next highest
preference if any.
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| 20.7 |
The President and the Deputy President shall be from different National Authorities, and no more than two Directors shall be Affiliated Members of the same National Authority. |
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| 20.8 |
If no valid nominations for the position of any elective officer are received by the Returning Officer in accordance with Article 20, or if any such office should remain unfilled because of the operation of the Articles, nominations for such position may be made orally at the Biennial Council Meeting, provided that the approval of the nominee has been obtained. Should there by only one such nomination the President shall declare the person elected. Should there by more than one nomination, a ballot shall be taken amongst the Member National Authorities Delegates, present by National Delegate or by proxy. |
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| 20.9 |
In the event of a tie between the candidates of one gender, the Chairman shall exercise his casting vote. |
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21 |
Terms of Office |
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| 21.1 |
The President and Deputy President shall be elected for a
period of 4 years, but the Deputy President shall be entitled
to stand as President after his/her term has expired.
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| 21.2 |
There shall be no automatic elevation from Deputy President to President. |
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| 21.3 |
Each Ordinary Director shall be elected for a period of 4 years, but shall be entitled to stand for re-election (except that in the first election, the two directors who are appointed to the Board with least votes shall be elected for a period of two years only). |
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| 21.4 |
The appointment of all Directors shall commence, and terminate, at the conclusion of the business of the relevant Biennial Council Meeting. |
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22 |
Vacancies on the Board |
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| 22.1 |
In addition to the circumstances in which the office of a Director becomes vacant by virtue of the Act, the office of a Director becomes vacant if the Director: |
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| 22.1.1 |
dies; |
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| 22.1.2 |
becomes bankrupt or makes any arrangement or composition with his creditors generally; |
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| 22.1.3 |
becomes of unsound mind or a person whose person or estate is liable to be dealt with in anyway under the law relating to mental health; |
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| 22.1.4 |
resigns his office in writing to World Bowls; |
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| 22.1.5 |
is absent, without the consent of the Board, from meetings of the Board held during a period of 6 months; |
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| 22.1.6 |
holds any office of employment with World Bowls; |
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| 22.1.7 |
is directly or indirectly interested in any contract or proposed contract with World Bowls and fails to declare the nature of his interest; |
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| 22.1.8 |
in the opinion of the Board or Council, has: |
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| 22.1.8.1 |
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acted in a manner unbecoming or prejudicial to the objects and interests of the World Bowls and/or the sport of Bowls; or |
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| 22.1.8.2 |
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brought World Bowls, any Member and/or the sport of Bowls into disrepute; |
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| 22.1.9 |
is removed by Ordinary Resolution. |
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| 22.2 |
Any casual vacancy occurring in the position of Director may be filled by the Board. Any casual vacancy may only be filled for the remainder of the Director’s term under these Articles. |
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| 22.3 |
The continuing Directors or a sole continuing Director may act notwithstanding any vacancies in their number, but, if the number of directors is less than the number fixed as the quorum, the continuing Directors or Director may act only for the purpose of filling vacancies or of calling a general meeting. |
23 |
Alternate Directors |
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Alternate Directors are not permitted |
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24 |
Powers of the Board |
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| 24.1 |
The business of World Bowls shall be administered and managed, and the powers of World Bowls shall be exercised, by the Board. In particular, the Board shall be responsible for acting on all issues in accordance with the objects of World Bowls, the policy directives of the Council and shall operate for the benefit of World Bowls. |
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| 24.2 |
The Board shall be entitled to promulgate such Regulations as the Board believes to be required. |
25 |
Board Meetings, etc |
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| 25.1 |
The Board shall meet as often as is deemed necessary in every calendar year for the dispatch of business and may adjourn and, subject to the Articles, otherwise regulate its meetings as it thinks fit. The President or 3 Directors may at any time requisition a meeting of the Board, which meeting shall be held within a reasonable time of such requisition. |
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| 25.2 |
Without limiting the power of the Board to regulate their meetings as they think fit, a meeting of the Board may be held where one or more of the Directors is not physically present at the meeting, provided that: |
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| 25.2.1 |
all persons participating in the meeting are able to communicate with each other effectively simultaneously and instantaneously whether by means of telephone or other form of communication; |
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| 25.2.2 |
notice of meeting is given to all Directors entitled to notice in accordance with the usual procedures agreed upon and laid down from time to time by the Board and such notice specified that Directors are not required to be present in person; |
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| 25.2.3 |
in the event that a failure in communications prevents Article 25.2.1 from being satisfied by that number of Directors which constitute a quorum, and none of such Directors are present at the place where the meeting is deemed by virtue of the further provisions of this Article to be held, then the meeting shall be suspended until Article 25.2.1 is satisfied again. If such condition is not satisfied within 15 minutes from the interruption the meeting shall be deemed to have terminated; |
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| 25.2.4 |
any meeting held where one or more of the Directors is not physically present shall be deemed to be held at the place specified in the notice of meeting provided a Director is there present and if no Director is there present the meeting shall be deemed to be held at the place where the Chairman of the meeting is located. |
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| 25.3 |
The quorum for meetings of the Board is 4 Directors. |
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| 25.4 |
Decisions of the Board shall be decided by a
majority of votes and a determination of a majority of Directors
present at the meeting shall for all purposes be deemed a determination
of the Board. The President, the Deputy President and
the Ordinary Directors shall each have one vote on any question.
In the event of an equality of votes, the Chairman shall exercise
the casting vote. The Chief Executive officer shall not
be entitled to vote. |
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| 25.5 |
The President shall chair all meetings of the Board. If the President is absent, or is unwilling or unable to act as chairman, the Deputy President shall act as chairman. If the Deputy President is not present, or is unwilling or unable to preside the Directors present shall appoint one of their number to the chairman. |
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| 25.6 |
A resolution in writing by all Directors shall be as valid and effectual as if it had been passed at a meeting of Directors duly convened and held. Any such resolution may consist of several documents of like form each signed by one or more of the Directors. Any such document will be valid if signed via facsimile or electronically. |
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| 25.7 |
Unless all Directors agree to hold a meeting at shorter notice (which agreement shall be sufficiently evidenced by their presence) not less than 30 days written notice of the meeting of the Board shall be given to each Director. The agenda shall be forwarded to each Director not less than 14 days prior to such meeting. |
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| 25.8 |
A Director shall not vote in respect of any contract or proposed contract with World Bowls in which he is interested or any matter arising from that contract and if he does so vote his vote shall not be counted. |
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| 25.9 |
All acts done by a meeting of Directors, or of a committee of Directors, shall, notwithstanding that it be afterwards discovered that there was a defect in the appointment of any Director or that any of them were disqualified from holding office, or had vacated office, or were not entitled to vote, be as valid as if every such person had been duly appointed and was qualified and had continued to be a Director and had been entitled to vote. |
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| 25.10 |
If a question arises at a meeting of Directors or of a committee of Directors as to the right of a Director to vote, the question may, before the conclusion of the meeting, be referred to the chairman of the meeting and his ruling in relation to any Director other than himself shall be final and conclusive. |
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26 |
Board committees |
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The Board may create or establish or appoint committees, officers or consultants to carry out such duties and functions, and with such powers, as the Board determines. |
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27 |
Remuneration of directors |
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The provisions of the Memorandum of World Bowls as to the remuneration of directors shall apply. |
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28 |
Directors'
expenses
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The Directors may be paid all travelling, hotel, and other expenses properly incurred by them in connection with their attendance at meetings of Directors or committees of Directors or Council Meetings or separate meetings of the Members or otherwise in connection with the discharge of their duties. |
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29 |
Directors'
appointments and interests
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| 29.1 |
Subject to the provisions of the Act and the Memorandum of World Bowls and provided that he has disclosed to the Board the nature and extent of any material interest of his, a Director notwithstanding his office: |
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| 29.1.1 |
may be a party to, or otherwise be interested in, any transaction or arrangement with World Bowls or in which World Bowls is otherwise interested; |
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| 29.1.2 |
may be a director or other officer of, or employed by, or a party to any transaction or arrangement with, or otherwise interested in, any body corporate promoted by World Bowls or in which World Bowls is otherwise interested; and |
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| 29.1.3 |
shall not, by reason of his office, be accountable to World Bowls for any benefit which he derives from any such office or employment from any such transaction or arrangement or from any interest in any such body corporate and no such transaction or arrangement shall be liable to be avoided on the ground of any such interest or benefit. |
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| 29.2 |
For the purposes of Article 29: |
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| 29.2.1 |
general notice given to the Board that a director is to be regarded as having an interest of the nature and extent specified in the notice in any transaction or arrangement in which a specified person or class of persons is interested shall be deemed to be a disclosure that the director has an interest in any such transaction of the nature and extent so specified; and |
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| 29.2.2 |
an interest of which a director has no knowledge and of which it is unreasonable to expect him to have knowledge shall not be treated as an interest of his. |
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