19. THE STRUCTURE OF THE BOARD

(a) The Board shall consist of a minimum of eight (8) and a maximum of twelve (12) persons.

(b) Excluding the Co-opted Director elected pursuant to clause 25, each Director must be an Active Member or a Life Member or the Representative of a body corporate that is an Active Member or a Life Member.

(c) The Board shall at all times consist of the following:
(i) three (3) Office Bearers; and

(ii) no less than five (5) and no more than seven (7) other Directors.

(d) Except for the Co-opted Director elected pursuant to clause 25, each Director shall hold office for a term of three (3) years and is entitled to be re-elected for further terms.

(e) Except for the Co-opted Director elected pursuant to clause 25, each Director shall hold office from the conclusion of the AGM at which they are elected until the conclusion of the third AGM following the AGM at which they were elected.

(f) At each AGM one third (1/3) of the Board (or the nearest whole number), excluding the Co-opted Director, shall retire and may be stand for re-election.

(g) Directors shall be volunteers and shall not receive payment for any work undertaken to carry out their Board functions, except as permitted by clause 6(c).

(h) The Board shall ensure that it has adequate regional representation from each state and territory of Australia.

22. CAPABILITY OF DIRECTORS
(a) Directors accept their role as the leaders of the Australian Drilling Industry and agree to represent the Association in a professional manner.

(b) Directors must be able to demonstrate the following attributes:
(i) commitment to the advancement of the Drilling Industry;
(ii) leadership ability;
(iii) management experience;
(iv) effective communication skills; and
(v) business acumen.

(c) At least fifty percent (50%) of the Board will be persons with extensive drilling and operational experience and who work for active drilling contractors.

(d) Directors are required to attend a minimum of 75% of Board meetings in any year.

23. ELECTION OF DIRECTORS
(a) This clause 23 does not apply to the Co-opted Director who will be elected pursuant to clause 25.

(b) The Directors shall be elected by those Members who are eligible to vote.

(c) The Board is responsible for ensuring, where practicable, that the Board is representative of all regions and Drilling Industry sectors.

(d) The Board shall appoint the CEO or another person, agreed to by a majority of the Board, as the Returning Officer.

(e) Subject to clause 19(d), nominations of candidates for election as Directors must:
(i) be made in writing, signed by two (2) Members and accompanied by the written consent of the candidate (which may be endorsed on the form of the nomination);
(ii) be delivered to the CEO at least forty-five (45) days before the date fixed for the holding of the AGM at which the election is to take place; and
(iii) include a précis of the candidate’s experience addressing the criteria in clause 22(b) and which may be supplied to all Members who are eligible to vote.

(f) If insufficient nominations are received to fill all vacant positions, the candidates nominated will be deemed to be elected and the additional number of candidates required to fill all remaining vacant positions may be proposed and seconded at the AGM.

(g) If the number of nominations received is equal to the number of vacancies for each position to be filled, the persons nominated shall be taken to have been elected.

(h) If the number of nominations received exceeds the number of vacancies for each position to be filled, a ballot is to be held pursuant to clause 23(l).

(i) If an equality of votes is returned in the ballot for any position, the Chairman shall have the casting vote necessary to determine which of the candidates shall be declared elected.

(j) In the event of a tie at any ballot, the Chairman has a casting vote which must be exercised.

(k) If no nominations are received, the retiring Directors shall continue to act. If a retiring Director refuses to continue to act or vacates their position prior to the next AGM, that vacant position will be deemed to be a casual vacancy and the provisions of clause 24(a) and clause 24(b) will apply.

(l) If a ballot is necessary, the Returning Officer shall distribute a ballot paper to all Members who are eligible to vote:
(i) at least thirty-five (35) days before the AGM at which the results of the ballot shall be announced;
(ii) setting out the name and experience of each candidate in an order to be determined by lot;
(iii) containing such directions as to the recording of votes as the Board shall from time to time determine;
(iv) clearly defining the return address;
(v) clearly defining the closing date and time which shall be at 5:00pm, fourteen (14) days prior to the AGM at which the results of the ballot shall be announced; and
(vi) containing the details of when and where the ballot votes are to be counted.

(m) The Returning Officer shall cause ballot papers to be prepared containing the names of the candidates in alphabetical order and containing such directions as to the recording of votes as the Board shall from time to time determine.

(n) The procedure as to the conduct and declaration of elections shall be as prescribed by the Board. A majority of Members Present and entitled to vote is required for the successful election of a candidate as a Director.

(o) The Returning Officer, or a deputy appointed by the Returning Officer, shall announce the results of the ballot and the names of the elected Directors at the AGM.

26. ALTERNATE DIRECTORS
(a) Any Director, with the prior approval of the Board, may appoint an Alternate Director to exercise some or all of the Director’s powers for a specified period.

(b) Any appointment or termination of an Alternate Director must:
(i) be effected by a notice signed by the Director making the appointment or termination (or by the CEO on behalf of the Board where the Board has terminated the appointment); and
(ii) be served on the CEO or President; and
(iii) set out the terms (if any) of the appointment or termination.

(c) The Alternate Director is entitled to receive notices of all Board meetings and may also attend and vote at those meetings if the Director who appointed the Alternate Director is not present at any such meeting.

(d) The Alternate Director may exercise any powers that the Director making the appointment may exercise, and if the Alternate Director does so exercise a power, it will be taken to be an exercise of power by the Director who appointed the Alternate Director.

(e) The Alternate Director may be terminated from the office of Director at any time, even if the period of initial appointment has not yet expired by either:
(i) the Director who initially appointed that Alternate Director; or
(ii) the Board having passed a resolution terminating the appointment.

(f) If the Director who appointed the Alternate Director vacates his or her office for any reason, the office of the Alternate Director is automally terminated.