11. COMPANY BOARD
11.1 The Board
(a) The affairs of the Company shall be controlled and managed by or under the direction of a Board of Directors.
(b) The Board must elect one of the Directors as Chairperson and may decide the period for which that Director is to be the Chairperson.
(c) The Board will consist of a minimum of seven (7) individuals and a maximum of eleven (11) individuals.
11.2 Directors
(a) Directors are appointed at an Annual General Meeting of Members.
(b) The majority of Directors must be from Full Members.
(c) A Director may not appoint a person to exercise some or all of that Director’s powers.
(d) Where the office of a Director is vacant or expected to become vacant such that the number of Directors will be less than seven (7) and the next Annual General Meeting is more than 30 days after the vacancy occurs, the Member Council must nominate a Councillor to be appointed as a Director to serve until the next Annual General Meeting.
(e) The Company must aspire to have at least one (1) Director from a Member of the following organic sub industries:
(i) agriculture;
(ii) horticulture;
(iii) processing;
(iv) wholesaling/export/retail,
and must otherwise aspire to be representative of the membership, especially in respect of gender.
(f) The Board shall control and manage the affairs of the Company and may:
(i) subject to these clauses and the Corporations Act, exercise all such powers of the Company other than those powers and functions that are required by these clauses to be exercised by General Meetings of Members or the Member Council;
(ii) subject to these clauses and the Corporations Act, perform all such acts as appear to the Board to be desirable or essential for the proper management of the business affairs of the Company including the arrangement of all compulsory insurances;
(iii) appoint such other working groups and/or committees as it deems necessary. Such working groups and/or committees may include persons who are not Members;
(iv) appoint from time to time the Chief Executive Officer to fulfil the duties of that office; and
(v) do all things appropriate to fulfil the objects of the Company.
11.3 Eligibility for Directors
(a) A person is only eligible for nomination as Director if he or she meets the following criteria:
(i) the person consents to being appointed a director of the Company;
(ii) a Director must be a natural person and over the age of 18;
(iii) the person does not hold any office of profit, nor has any direct pecuniary interest in, an institution or body that performs, or may perform during the person’s tenure as Director, services for the Company;
(iv) the person must not concurrently serve as a Councillor except if appointed to fill a vacancy under clause 11.2(d);
(v) the person must have relevant experience and expertise in:
A. operating a certified organic business;
B. organic certification systems;
C. financial management;
D. international trade regulation and exportation of products; or
E. corporate governance and/or as a non-executive director.
11.4 Accountability to Members
(a) The Company must be accountable to the Members within the terms of the law, including as applicable, the Corporations Act and this Constitution.
(b) The Directors may decide the manner in which the Company will be accountable to the Members and the manner in which they will provide an adequate opportunity for Members to raise any concern about the governance, activities and finances of the Company.
11.5 Term of office
(a) A Director holds office from the conclusion of the Annual General Meeting at which they were elected until the conclusion of the second Annual General Meeting following their election, unless the Director resigns sooner, vacates the office or is disqualified from holding the office.
(b) Newly elected Directors take office with effect from the conclusion of the Annual General Meeting at which they are elected.
(c) Any individual can only be appointed as a Director for a maximum of three (3) terms of two (2) years each, but not including any term in which a Councillor is appointed to fill a casual vacancy under clause 11.2(d).
11.6 Removal of Directors
(a) The Company may remove, before the expiration of their period of office, any Director by ordinary resolution and may, by ordinary resolution, appoint another person in their stead.
(b) The person so appointed shall only be appointed for the remainder of the term held by the previous Director.
11.7 Commercial payments to Directors or associated entities not permitted
Other than the Director remuneration provided for in clause 18, if a Director holds any office of profit or has a direct pecuniary interest in any other organisation or entity, the Company must not engage or pay that organisation or entity for goods or services during the person’s tenure as Director.
