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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 3 April 2012
The Board
20
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Composition of the Board
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| 20.1 |
Unless otherwise determined by ordinary resolution, the number
of Directors shall be a maximum of seven, with a minimum of
four Directors, being:-
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| 20.1.1 |
the President who shall be Chairperson; |
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| 20.1.2 |
3 Regional Directors (one from each Region);and |
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| 20.1.3 |
up to 3 Appinted Directors. |
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| 20.2 |
The President and all Regional Directors shall
be Affiliated Bowlers. |
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| 20.3 |
Appointed Directors are not required to be Affiliated
Bowlers. |
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| 20.4 |
There shall be a minimum of 2 Directors of each
gender at all times. |
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| 20.5 |
No more than two Directors from the same Member
Nation may serve at any given time. |
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| 20.6 |
An employee or director of a Member National
Authority may not be a Director. |
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| 20.7 |
A member of the executive board of a Member National
Authority may not be a Director. |
21
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Election and
appointment of President and Directors
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| 21.1 |
Election of President |
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21.1.1
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The Chief Executive shall not later than 120 clear days before
the date of each Biennial Council Meeting write to each Member
National Authority and:
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21.1.2
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invite nominations for the position of President, and
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| 21.1.3 |
state the closing date of nominations. |
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| 21.1.4 |
Nominations shall: |
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| 21.1.4.1 |
be in writing and signed by the President and
Secretary/Chief Executive Officer of the nominating National
Authority; |
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| 21.1.4.2 |
contain the consent of the nominee together with
their postal address; |
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| 21.1.4.3 |
be accompanied by such resume stating qualifications,
experience, date of birth and other personal information as
the nominee decides; |
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| 21.1.4.4 |
reach the Chief Executive not later than 90 clear
days before the date of the relevant Biennial Council Meeting. |
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| 21.1.5 |
The Chief Executive shall forward copies of all
nominations to all Member National Authorities at least 60 clear
days before the relevant Biennial Meeting. |
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| 21.1.6 |
Should a ballot be necessary, Member National
Authorities shall be given the opportunity of a postal or email/fax
vote through the Returning Officer. |
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| 21.1.7 |
Each Member Nation shall have one vote in such
a ballot. For the avoidance of doubt,Member Nations with more
than one Member National Authority shall reconcile their vote
between their National Authorities and shall still have only
one vote in total. |
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| 21.1.8 |
After the close of the ballot, the Returning Officer shall
count the valid votes for the candidates and declare to the
Board the results of the election for the office of President.
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| 21.1.9 |
If no valid nomination for the position of President
is received by the Returning Officer in accordance with Article
21, nominations for such position may be made orally at the
relevant Biennial Council Meeting, provided that the approval
of the nominee has been obtained.Should there be only one such
nomination the Chairperson of the meeting shall decare the person
elected. Should there be more than one nomination, a ballot
shall be taken amongst the Member Nations, present by National
Delegate or by proxy. |
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| 21.1.10 |
In the event of a tie between the candidates,
the Chairperson shall exercise the casting vote. |
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| 21.2 |
Election of Regional Directors |
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| 21.2.1.1 |
World Bowls shall consist of the following 3 geographical
regions ("Regions")
1) Africa and Americas
2) Asia and Oceania; and
3) Europe (including British Isles).
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| 21.2.1.2 |
Each Region should consist of a minimum of ten
Member Nations and a minimum of forty thousand Affiliated Bowlers.
Where any Region ceases to meet this requirement, the Board
may redefine the Regions or take such other remedial action
it deems appropriate. |
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| 21.2.2 |
Each Region of World Bowls shall consist of
such Member National Authorities within nations of that Region
as defined by the Board from time to time. |
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| 21.2.3 |
Each Region shall elect one Regional Director
to serve on the Board. |
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| 21.2.4 |
The Member National Authority within each Region
which has the highest number of Affiliated Bowlers 150 clear
days prior to the date of a Biennial Council Meeting shall appoint
a Regional Returning Officer for the Regional Director election
process from their National Authority in accordance with these
Articles no later than 140 clear days prior to the date of the
relevant Biennial Council Meeting and immediately thereafter
communicate the name and full contact details of the appointed
Regional Returning Officer to the Chief Executive. |
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| 21.2.5 |
Each Regional Returning Officer shall not later
than 120 clear days prior to the date of the relevant Biennial
Council Meeting communicate with all Member National Authorities
within their Region calling for nominations for the position
of Regional Director. The notice calling for nomination shall
be accompanied by a job description for the position of Regional
Director as defined by the Board. |
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| 21.2.6 |
All nominations for the position of Regional
Director must be in writing and signed by the President and
Secretary/Chief Executive Officer of the nominating National
Authority and must reach the relevant Regional Returning Officer
no later than 90 clear days prior to the date of the relevant
World Bowls Biennial Council Meeting. Nominations shall include
the written consent of the nominee and be accompanied by such
resume stating qualifications, experience, date of birth and
other personal information as the nominee decides. |
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| 21.2.7 |
Each Regional Returning Officer shall not later
than 60 clear days prior to the date of the relevant Biennial
Council Meeting forward details of all nominations for the position
of Regional Director to each Member National Authority of the
relevant Region. |
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| 21.2.8 |
Should a ballot be necessary, Member National
Authorities of the Region shall be given the opportunity of
a postal or email/fax vote through the Regional Returning Officer.
The date for receipt of completed voting forms shall be defined
by the Board. |
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| 21.2.9 |
Each Member Nation of the relevant Region shall
have one vote in such a ballot. For the avoidance of doubt,
Member Nations with more than one Member National Authority
shall reconcile their vote between their National Authorities
and shall still have only one vote in total. |
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| 21.2.10 |
The Board shall define the date by which the
name and contact details of the appointed Regional Director
is required to be received by the Chief Executive. |
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| 21.2.11 |
Each Regional Returning Officer shall provide
to the Board copies of all votes cast in any ballot to elect
a Regional Director within 14 days of receipt of the Board's
demand for such. |
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| 21.2.12 |
If no valid nomination for the position of Regional
Director is received by the Regional Returning Officer in accordance
with Article 21.2, nominations for such position may be made
orally by a Member National Authority of that Region at the
relevant Biennial Council Meeting, provided that the approval
of the nominee has been obtained. Should there be only one such
nomination the Chairperson shall declare the person elected.
Should there be more than one nomination, a ballot shall be
taken amongst the Member Nations of the relevant Region present
by National Delegate or by proxy. |
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| 21.2.13 |
The appointment of Regional Directors shall be
ratified by Council. |
| 21.3 |
Appointment of Appointed Directors |
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| 21.3.1 |
An Appointed Director may be appointed
by the Board's Appointments Committee at any time such an appointment
is requested by the President and Regional Directors. |
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| 21.3.2 |
When submitting a request
for the appointment of an Appointed Director to the Board's
Appointments Committee, the President and the Regional Directors
shall specify the specialist skills and other criteria required
("Requirements") to be fulfilled by the requested appointment.
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| 21.3.3 |
The Board's Appointment Committee
shall identify appropriate candidates to be considered for the
requested appointment and may appoint only a person who satisfies
the Requirements. If no such person can be identified, the Board's
Appointment Committee may recommend to the President and Regional
Directors one or more alternative candidates who meet some of
the Requirements and the President and Regional Directors may
appoint any of such candidates as an Appointed Director. |
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22
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Terms of Office
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| 22.1 |
The President shall be elected for a period of 2 years, and
shall be entitled to stand for re-election but may serve no
more than 4 terms of 2 years.
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| 22.2 |
Each Regional Director shall be elected for a
term of 2 years and shall be entitled to stand for re-election
but may serve no more than 4 terms of 2 years. |
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| 22.3 |
Each Appointed Director shall be appointed for
a term of up to two years and may be re-appointed for further
terms. The President and Regional Directors may at any time
shorten or terminate the term of office of any Appointed Director
and they may request the Board's Appointments Committee to appoint
a replacement for the remaining term of the vacated position. |
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| 22.4 |
The terms of the President and all Regional Directors
shall commence, and terminate (unless vacated earlier), at the
conclusion of the business of the relevant Biennial Council
Meeting. |
23
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Vacancies
on the Board
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| 23.1 |
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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| 23.1.1 |
dies; |
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| 23.1.2 |
becomes bankrupt or makes any arrangement or
composition with his creditors generally; |
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| 23.1.3 |
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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| 23.1.4 |
resigns his office in writing to World Bowls; |
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| 23.1.5 |
is absent, without the consent of the Board,
from meetings of the Board held during a period of 6 months; |
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| 23.1.6 |
holds any office of employment with World Bowls; |
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| 23.1.7 |
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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| 23.1.8 |
in the opinion of the Board or Council, has: |
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| 23.1.8.1 |
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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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| 23.1.8.2 |
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brought World Bowls, any Member and/or the sport of
Bowls into disrepute;
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| 23.1.9 |
is removed by Ordinary Resolution. |
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| 23.2 |
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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| 23.2.1 |
Any casual vacancy occurring in the position
of Regional Director may only be filled by an Affiliated Bowler
from the relevant Region. |
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| 23.3 |
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. |
24
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Alternate Directors |
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Alternate Directors are not permitted |
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25
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Powers of the Board |
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| 25.1 |
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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| 25.2 |
The Board shall be entitled to promulgate such Regulations as the Board believes to be required. |
26
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Board Meetings, etc |
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| 26.1 |
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 Regional 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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| 26.2 |
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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| 26.2.1 |
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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| 26.2.2 |
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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| 26.2.3 |
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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| 26.2.4 |
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 Chairperson
of the meeting is located. |
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| 26.3 |
The quorum for meetings of the Board is 4 Directors
2 of whom must be Regional Directors. |
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| 26.4 |
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 Regional Directors and
Appointed Directors shall each have one vote on any question.
In the event of an equality of votes, the Chairperson shall
exercise the casting vote. The Chief Executive shall not
be entitled to vote. |
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| 26.5 |
The President shall chair all meetings of the
Board. If the President is absent, or is unwilling or
unable to act as Chairperson, the Board shall appoint one of
the Regional Directors to be the Chairperson. |
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| 26.6 |
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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| 26.7 |
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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| 26.8 |
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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| 26.9 |
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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| 26.10 |
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 Chairperson of the meeting and his ruling
in relation to any Director other than himself shall be final
and conclusive. |
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27
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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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28
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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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29
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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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30
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Directors'
appointments and interests
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| 30.1 |
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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| 30.1.1 |
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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| 30.1.2 |
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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| 30.1.3 |
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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| 30.2 |
For the purposes of Article 30: |
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| 30.2.1 |
a 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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| 30.2.2 |
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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