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| [ Directors | Terms of office | Resignation of director | Casual vacancies - president/vice-president | Casual vacancies - directors other than president/vice-president | Declaring a director's position vacant ] |
| Part 1: Directors |
| 1. |
The Board shall comprise the following seven directors with voting powers who shall be appointed as given below:
- a president elected by members;
- a vice-president/president-elect elected by members;
- four directors elected by members; and
- one director elected by institutional members.
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| 2. |
Election of directors by eligible members shall be conducted as described in by-law 4. |
| 3. |
All voting directors shall be personal members of the Association and represent the interests of the organisation as a whole rather than those of a particular constituency. The Board may commission advice from a suitably qualified person or persons. |
| Part 2: Terms of office |
| 4. |
In the case of the office of president, without further ballot the vice-president (president-elect) shall become president of the Association for the year following the term of office as vice-president. |
| 5. |
The term of office of the president or vice president of the Association shall expire on the commencement of the term of office of another person in the same office. A person appointed to fill a casual vacancy in an office shall only complete the term of office of the president or vice-president whose place has been taken except as provided in paragraph 8(b) of this by-law. |
| 6. |
The term of office of a director other than the president or vice-president shall be two years, and shall commence at the Annual General Meeting following election to office, except as specified in 13.5b of the Constitution. |
| Part 3: Resignation of director |
| 7. |
A director may, by not less than one month's notice to the president, resign from office. The president may, by not less than one month's notice to the Board of Directors, resign from office. |
| Part 4: Casual vacancies - president/vice-president |
| 8. |
The Board of Directors shall fill a casual vacancy in the office of vice-president (president-elect) or president as follows:
- If the office of vice-president shall become vacant, the candidate with the next greatest number of votes in the latest election for the vice-presidency shall be appointed to the office for the remainder of the term, providing always that such an appointee shall not automatically proceed to the office of president in the following year but shall be eligible to be a candidate in an extraordinary election for the office of president to be held at the same time and in the same manner as provided in by-law 4.
- If the office of president shall become vacant, the vice-president (president-elect) shall take over the presidency for the remainder of the term of office in that year but this shall not preclude the vice-president from continuing in office for the ensuing year. In such circumstances, the casual vacancy in the office of vice-president shall be filled in accordance with paragraph 8 (a) hereof.
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| Part 5: Casual vacancies - directors other than president/vice-president |
| 9. |
Casual vacancies in the office of a director other than the president or vice-president (occurring by removal under paragraph 10 or by resignation or death) shall be dealt with as follows:
- a casual vacancy shall be filled by another personal, financial member appointed by the president.
- the member to fill such a vacancy shall serve in the office of director until the expiration of the term of the director whom the member has replaced or Director being replaced, or until the next election for directors, whichever is the earlier.
- the term of office of directors elected under paragraph 9(b) shall be for the remainder of the term of the director whom the member has replaced or director being replaced.
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| Part 6: Declaring a director's position vacant |
| 10. |
- If a director becomes incapable of carrying out the duties of the position or leaves Australia, the executive director may request the Board of Directors to declare the position vacant.
- If a director ceases to be a personal, financial member during the term of office, the executive director may request the Board of Directors to declare the position vacant.
- The position of a director may become vacant if a director is removed under the provisions of Corporations Law.
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