SBIC Governance > By Laws > The Election of the Council
ARTICLES OF ASSOCIATION OF THE SOCIETY OF BIOLOGICAL INORGANIC CHEMISTRY

 

8 The Election of the Council
8.1 (a) At the conclusion of the first Annual General Meeting all the members of the Establishing Committee shall retire from office as provided in Article 5.3, and at the third and at the conclusion of every subsequent annual general meeting one-quarter of the Elected Council Members who are subject to retirement by rotation or, if their number is not four or a multiple of four, the number nearest to one quarter shall retire from office; but, if there is only one Elected Council Member who is subject to retirement by rotation, he/she shall retire. An Officer shall retire at the conclusion of the Annual General Meeting at which his/her term of office under these Articles expires.

(b)

 

(i) Notwithstanding any other provisions of these Articles, the following provision shall apply at the first Annual General Meeting and at the second Annual General Meeting.

 

(ii) At the first Annual General Meeting the following vacancies shall arise:

 

(A) President to be elected to bold office for a term of two years from that Annual General Meeting;

 

(B) President-Elect to hold office for a term of two years from that Annual General Meeting and thereafter to become President for a term of two years as contemplated by these Articles;

 

(C) Treasurer to hold office for a maximum term of four years from that Annual General Meeting;

 

(D) Secretary to hold office for a maximum term of four years from that Annual General Meeting;

 

(E) six Elected Members of Council.

 

(iii) At the second Annual General Meeting no Elected Member of Council shall retire by rotation and two Elected Members of Council shall be elected for a term of four years.

(c) Reference in these Articles to the term of any Council Member or Officer and to years shall have effect as if a reference to a year were to a period from one Annual General Meeting to the next (whether a period of exactly twelve calendar months or a greater or lesser period) and so that (by way of example) any person appointed for a term of four years shall retire at the conclusion of the fourth Annual General Meeting after the commencement of such term whether or not a period of forty eight months has not or has already elapsed at that time.

8.2 Subject to the provisions of the Act, the Elected Members of Council to retire by rotation shall be those who have been longest in office since their last appointment or reappointment, but as between persons who became or were last reappointed Elected Members of Council on the same day those to retire shall (unless they otherwise agree among themselves) be determined by lot.
8.3 No person may be appointed as a Council Member:

(a) unless he/she has attained the age of 18 years; or

(b) in circumstances such that, had he/she already been a Council Member he/she would have been disqualified from acting under the provisions of Article 9.1.

8.4 (a) An election to fill vacancies on the Council shall be held annually in the manner hereinafter provided, and the result of the election shall be declared at the Annual General Meeting.

(b) Subject to Article 8.3, any member shall be eligible for election as a Council Member.

8.5 (a) Each year a list shall be prepared by the Secretary giving the names of all Officers and Council members and indicating those who are due to retire at the next Annual General Meeting. The list shall be published as soon as practicable, but in any event not later than three months prior to the first Annual General Meeting and six months prior to each subsequent Annual General Meeting in a publication which is issued without any charge to members whose annual subscriptions are not in arrears. If publication on or before the said date is impracticable a copy of the list shall be sent, in the manner provided in these Articles, to each member entitled to receive notices. The Council shall at the same time and in the same manner nominate persons to fill vacancies occurring in the offices listed in paragraphs (ii), (iii) and (iv) of Article 7.1(a) and Article 7.1(b). Forthwith, upon the publication or issue of the list and of the aforesaid nominations, members shall have the right to make further nominations in accordance with Articles 8.6 and 8.7.

(b) For valid nomination by the Council of persons nominated to fill vacancies in the offices listed in paragraphs (ii), (iii) and (iv) of Article 7.1(a) or in Article 7.1(b) not less than two-thirds of the Members of the Council present and voting must give affirmative votes.

8.6 Any member of the Society may propose or support the nomination of any other member to fill any vacancy among the officers listed in paragraphs (ii), (iii) and (iv) of Article 7.1(a). Every such nomination shall be in writing, signed by at least ten members, and shall be received at the office of the Society not later than two months prior to the Annual General Meeting at which the vacancy is to be filled. Every such nomination shall be accompanied by a signed declaration by the nominee that he/she is willing to accept office if elected. No member shall subscribe to the nomination of more than one candidate for each vacant office at a particular election.
8.7 Any member of the Society may propose or support the nomination of any other member for election to the Council to fill a vacancy or vacancies amongst the number of Elected Council members requiring to be filled at each annual election. Every such nomination shall be in writing signed by at least five members, and shall be received at the office of the Society not later than two months prior to the Annual General Meeting at which the vacancy is to be filled, and shall be accompanied by a signed declaration by the nominee that he/she is willing to serve if elected. No member shall subscribe to the nomination of more than one candidate for election as a Council member at a particular election.
8.8 As soon as practicable after the due date in each year the Council Members shall prepare a list of all candidates who have been duly nominated as aforesaid for filling any vacancy on the Council. A copy of such list shall be sent, in the manner provided in the Articles, to each member entitled to receive notices.
8.9 If for any reason after the preparation of the said list there shall not remain a sufficient number of members nominated to fill all the vacancies then there shall be deemed to have arisen a casual vacancy or vacancies which may be filled by the Council in accordance with Article 8.17 with effect from the close of the Annual General Meeting.
8.10 If the number of nominations duly made for filling the vacancies in any position on the Council does not exceed the number of such vacancies, the persons nominated shall be declared duly elected at the next following Annual General Meeting without any vote being taken.
8.11 If more candidates are nominated for any position on the Council than there are vacant places, the Secretary shall, not less than twenty-eight days before the Annual General Meeting, send in the manner prescribed in Article 4.5 to each member entitled to receive notices, a ballot paper containing a list of the vacancies for which there is a contest and of the names and occupations of the candidates nominated therefore, together with such other particulars as the Council Members may from time to time direct, and distinguishing those candidates who have been nominated by the Council. Each ballot paper shall also state the date by which it must be received by the Secretary, duly completed, in order to be counted.
8.12 Upon a ballot for the election of persons to fill vacancies on the Council each member shall have one vote for each vacant place to be balloted for. The Scrutineers hereinafter mentioned shall reject any ballot paper completed otherwise than in accordance with this provision.
8.13 The accidental omission to send a ballot paper to a member, or the non-receipt of a ballot paper by any member, shall not invalidate any election, but in the event of dislocation of the postal services or other incident resulting in the loss or late delivery of a substantial number of ballot papers the President, on receipt of a request signed by not fewer than ten members, shall decide, on behalf of the Council, whether or not the election should be invalidated and a fresh ballot arranged.
8.14 In the event of a ballot being required the President shall appoint two Scrutineers to supervise the subsequent counting of votes. The Scrutineers shall be neither Council Members nor candidates for election.
8.15 On a day previous to the Annual General Meeting the Scrutineers shall, with the assistance of the Secretary, count the votes and prepare and sign a report to the Council stating the number of votes cast for each candidate. This report shall be presented at the Annual General Meeting and, on the results of the voting, the Chairman shall announce the names of those duly elected.
8.16 If in a ballot equal numbers of votes are cast for two or more candidates in respect of one vacancy, the issue shall be decided by a vote at the Annual General Meeting.
8.17 The Council may appoint any eligible person or persons from amongst the members of the Society to fill any casual vacancy occurring amongst those Officers and Members of the Council mentioned in paragraphs (ii), (iii) and (iv) of Article 7.1(a) and Article 7.1(b). A casual vacancy shall be deemed to have arisen if an Officer or a Council Member dies, resigns, or ceases to hold office or to serve in accordance with the provisions of Article 17.1 before completing the term for which he/she was elected or appointed. Subject to Article 12.5 any person so appointed shall hold office or serve as a Council. Member for the remainder of that year and shall then retire at the next Annual General Meeting, but shall be eligible, if duly nominated, for immediate election in the same capacity for the full period for which a newly elected Officer or Council Member would be eligible in accordance with these Articles.

 


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