AUSTRALIAN BASEBALL FEDERATION INCORPORATED
PART V - THE BOARD
(Adopted by Council 27 February 1999)
25 VACANCIES OF DIRECTORS
In addition to the circumstances (if any) in which the office of a Director becomes vacant by virtue of the Act, the office of a Director becomes vacant if the Director:
(b) becomes bankrupt or makes any arrangement or composition with his creditors generally;
(c) becomes of unsound mind or a person whose person or estate is liable to be dealt with in anyway under the law relating to mental health;
(d) resigns his office by providing notice in writing to the Federation;
(e) is absent without the consent of the Board from meetings of the Board held during a period of 6 months;
(f) other than the Chief Executive Officer without the prior consent or later ratification of the Members in General Meeting holds any office of profit under the Federation;
(g) is directly or indirectly interested in any contract or proposed contract with the Federation and fails to declare the nature of his interest;
(h) is removed from office by Special Resolution; or
(i) would otherwise be prohibited from being a director of a corporation under the Corporations Law.
(a) If a notice of motion is received in accordance with these Rules and the notice of motion provides that a Director:
(i) has acted in a manner unbecoming or prejudicial to the objects and interests of the Federation and / or the sport of baseball;
(ii) has brought the Federation, any Member State or the sport of baseball into disrepute; or
(iii) is otherwise unsuitable or unable to carry on his office;
and should be removed from office, the Board shall determine whether the notice of motion is vexatious, trifling or frivolous.
(b) If the Board determines that the notice of motion received in accordance with Rule 25.2 (a) is not vexatious, trifling or frivolous the Board shall direct the Chief Executive Officer to:
(i) call a General Meeting at such time and place as is determined appropriate;
(ii) give at least 14 days notice to the relevant Director of the meeting, together with a copy of the notice of motion and invite the Director to appear at the meeting and / or make submissions no less than 7 days prior to the meeting.
(c) At the General Meeting called in accordance with Rule 25.2 (b), the Meeting shall:
(i) give the Director an opportunity to be heard and / or ensure there is sufficient time devoted to reviewing any submissions made by the Director; and
(ii) vote on the proposed removal, having first taken into account the submissions and representations of the Director. The resolution will succeed if 66% of the Members entitled to vote support the removal of the Director. The Director shall be entitled to remain in office if such resolution fails. The Council's decision shall be final.
Any casual vacancy occurring in the office of Director may be filled on the vote of the remaining Directors from among persons with the required qualifications and complying with the job description under these Rules and as otherwise determined by the Board. Any such vacancy may only be filled for the remainder of the Director's term under these Rules.
In the event of a casual vacancy or vacancies in the office of a Director, the remaining Directors may act but if the number of remaining Directors is not sufficient to constitute a quorum at Board meeting, they may act only for the purpose of increasing the number of Directors to a number sufficient to constitute such a quorum.