21 SEPTEMBER NEW ZEALAND GAZETTE 3377

Bye-law 41

"The Directors to retire at the end of any year shall be those Directors who have served for a period of three years since their last election, or who have completed, after appointment to fill a casual vacancy, the unexpired portion of that term."

Bye-law 43

"(a) The members of the Council will cease to hold office upon the reconstituting of the Council as the Board in accordance with these Bye-laws unless they are elected or appointed to office on the Board in accordance with these Bye-laws.

(b) Except in the case of the first Board election, Directors shall be elected prior to November of each year by postal ballot by all Corporate Members entitled to vote, but shall not take office till 1st January of the following year.

(c) The first Board election will be held at a time approved by the Council for nine (9) positions with the three (3) candidates receiving the highest number of votes elected for three (3) years, the next three (3) highest elected for two (2) years and the next three (3) highest elected for one (1) year. If there is an equal number of votes among more than three (3) candidates for any three (3) positions, then the decision for those 3 positions will be made by drawing lots among those candidates, and in the case of the first six positions, the remaining candidates will be eligible for the next three positions. Those elected at the first Board election will take office upon a declaration of the ballot and will hold office for the balance of the year in addition to the period of office for which they were elected.

(d) After the first Board election, each annual election will be for the three vacancies which arise pursuant to Bye-law 41."

Bye-law 44

"Any Corporate Member may nominate a candidate for the position of Director provided that the nomination be supported by at least three other Corporate Members. The nomination, which must be in writing and endorsed by the person nominated, must be in the hands of the Secretary not later than 1st August and the Secretary shall, not less than forty (40) days before the date fixed for the closing of the ballot, post to every Corporate Member a list of all nominations received."

Bye-law 45

"If through any cause the office of President becomes vacant, the Board shall elect a successor from among the existing Directors for the unexpired portion of the term."

Bye-law 46

Omit the Bye-law.

Bye-law 47

"Any vacancy in the office of a Director shall be filled for the unexpired portion of the term by the candidate at the preceding election who received the next highest number of votes, or if there is no such candidate, by the Board."

Bye-law 49

"Should a Director be unable to attend to duty and fail to resign, or to obtain leave, the Board after due warning may remove that Director and appoint another person in accordance with Bye-law 47."

Bye-law 49(A)

"The Congress will be responsible for:

(a) electing the President of The Institute in accordance with Bye-law 38;

(b) reviewing the progress in implementation of the Strategic Plan for the current year and making recommendations to the Board for change if required;

(c) reviewing and approving, with modifications if necessary, the Strategic Plan for the following year; and

(d) identifying and discussing any existing or emerging issues of interest or concern to the members."

Bye-law 49(B)

"The Congress will consist of:

(a) the Chair, or a nominee of the Chair, of each Branch;

(b) the Chair, or a nominee of the Chair, of each Society;

(c) the Chair, or a nominee of the Chair, of The Minerals Industry Consultants Association;

(d) one student member and one young professional who are members of The Institute;

(e) the Board; and

(f) one member representing overseas members, other than New Zealand."

Bye-law 49(C)

"If there is any inconsistency between a resolution or decision of Congress and a resolution or decision of the Board, the resolution or decision of the Board will prevail. (This Bye-law does not apply to any resolution or decision of Congress made under Bye-law 81)."

Bye-law 49(D)

"The proceedings of Congress shall be governed as far as practicable as if a meeting of the Congress were a general meeting of the Institute. The Board may make additional regulations not inconsistent with these Bye-laws for the conduct of meetings of the Congress, and subject to Bye-law 49E, may prescribe the number of votes that may be exercised by specified members of the Congress at a meeting of the Congress."

Bye-law 49(E)

"For the purposes of Bye-law 49D, Directors may only exercise 1 vote at a meeting of Congress."

Bye-law 52

Omit the Bye-law.

Bye-laws 53 & 54

Bye-laws 53 and 54 be amended by replacing “Headquarters” with “Central Services” and “Council” with “Board”. (Refer to Bye-law 1 (Definitions)).

Bye-law 56

"There shall be at least six meetings of the Board per annum and five members of the Board shall form a quorum. A Board meeting is one to which all members of the Board or their nominees are summoned to attend."

Bye-law 57

Omit the Bye-law.

Bye-law 59

"The Board may appoint a Finance and Audit Committee. It shall consist of a Chairman elected from the Directors, the Chief Executive Officer, one other Director and, when required, an external appointment of particular expertise. The Finance and Audit Committee shall submit its recommendations for approval to the Board unless already charged by the Board to take that decision. Two Board members of the Finance and Audit Committee shall constitute a quorum."

Bye-laws 61, 66, 67, 68, & 70

Bye-laws 61, 66, 67, 68, and 70 be amended by replacing “Council” with “Board” and “Preferred Interest Division” with “Society”.

Bye-law 64

"Each Society shall be managed by a Committee known as a Society Committee, elected annually by the Corporate Members of that Society."