89. (a)
Elections of members of the Council in place of those retiring shall take place at the Annual General Meeting in each year.
(b) Each Member shall be entitled to nominate as well as second Individual Members or directors of Corporate Members for election as members of the Council within paragraph (iii) of Article 87A(a) up to but not exceeding the number of vacancies to be filled by such Election, but such nomination or seconding shall only be valid if made with the written consent of the candidate and in a form prescribed by the Nominating Committee containing a description of the candidate (if he is not then a member of the Council) sufficient (in the opinion of the Nominating Committee) to enable Members to assess the qualifications and relevant experience of such candidate and returned to the Secretary of the Exchange at least 30 days prior to the date of the Annual General Meeting of which the Election is to be held.
(c) The Secretary of the Exchange shall send to every Member with the Notice. convering an Annual General Meeting at which an Election is to be held a statement of the number and categories of vacancies to be filled, the names of the candidates to fill such places proposed by the Nominating Committee and by Members, whether each candidate is an Individual Member or a director of a Corporate Member and a description of those candidates who are not then members of the Council sufficient (in the opinion of the Nominating Committee) to enable Members to assess the qualifications and relevant experience of each such candidate.
(d) Elections shall be by secret ballot and for such purpose each Member shall have such number of votes as shall be equal to the number of vacancies to be filled at such Election. The following rules shall apply to voting of Elections:-
(i)
each member who votes shall cast all his votes;
(ii) each member shall cast no more than one vote in favour of any one candidate; and
(iii) the member of votes cast by each Member in favour of candidates for vacancies within each of paragraphs (i) to (iii) of Article 87A(c) shall be equal to the number of vacancies under each such paragraph.
Candidates for vacancies within each of paragraphs (i) and (ii) of Article 87A(c) receiving the highest numbers of votes shall be deemed elected to fill such vacancies. Subject thereto, candidates receiving the highest number of votes shall be deemed elected and in the case of an equality of votes for a particular vacancy, the appointment therefo shall be determined by agreement between the competing candidates, failing which it shall be determined by lot. Candidates elected as members of the Council at an Election shall assume or resume office at the conclusion of the Annual General Meeting at which the Election is held.
(e) Elections shall be supervised by independent scrutineers who shall be a firm of professional accountants (within the meaning of the Professional Accountants Ordinance) and who shall be appointed and may be removed by the Council and whose function it shall be to supervise the counting of ballot papers and to verify the results of the Election before such results are announced to the Members.
(f) The Council may by resolution passed by a majority of not less than 75 per cent. of the members of the Council present and voting at a meeting of the Council called by notice in writing sent to each member of the Council mentioning the object of such meeting make regulations as to the procedure for Elections in accordance with these Articles to supplement the provisions contained in this Article and may in like manner alter any such regulations. Such regulations and any alterations thereto shall not take effect until approved in writing by the Commissioner.
7