Council. No more than one director of a corporate member may be a member of the Council at any one time.
The amended Article 89 sets out the detailed mechanics for the holding of elections at the Annual General Meeting in each year to appoint individual members and directors of corporate members to the Council.
Members of the Exchange are entitled to nominate and second members for election other than those specifically required to be nominated by the Nominating Committee (as further described above). The nomination has to contain a description of the candidate sufficient to enable members of the Exchange to assess the qualifications and relevant experience of the candidate.
21 days before the date of each Annual General Meeting at which an election is to be held each member of the Exchange will be sent a statement stating the number and category of vacancies to be filled, the names of the candidates to fill such places and a description of each candidate.
Elections are to be held by secret ballot. Each member has a vote for each vacancy to be filled and has to cast all such votes. Only one vote can be cast in favour of any one candidate and so that the number of votes to be cast in respect of each category equals the number of vacancies in that category. Candidates receiving the highest number of votes in respect of each of the first two categories (individual members and directors of corporate members respectively nominated by the Nominating Committee) will be elected to fill vacancies in those categories. The candidates elected to fill vacancies under the third category (individual members or directors of corporate members nominated by the Nominating Committee or by members of the Exchange) will be those candidates (from any category) receiving the highest number of votes.
The deletion of existing Article 89(d) will remove the prohibition against corporate members of the Exchange being eligible for election to the Council although only directors of corporate members will be eligible for election, not corporate members themselves.
The elections have to be supervised by independent scrutineers appointed by the Council who will supervise the counting of ballot papers and verify the election results.
New Article 89(f) sets out the mechanism for the making of further regulations by the Council with regard to elections to supplement the aforesaid regulations. Any regulations or amendments thereto have to be approved in writing by the Commissioner.
Amended Article 90 provides that the Council shall have one Chairman and two Vice-Chairmen (instead of the existing Article which states that the Committee shall have one Chairman and four Vice-Chairmen). The Chief Executive may not be appointed Chairman or a Vice-Chairman of the Council.
New Article 91(a) provides that the Chairman and Vice-Chairmen retire from office at each Annual General Meeting but are eligible for re-election. No person can be elected Chairman for more than three years and upon completion of three years in the office of Chairman such person is no longer eligible for election as a member of the Council.
New Article 91(d) provides that at least one Vice-Chairman shall be an individual member or a director of a corporate member and if the Chairman is an individual member or a director of a corporate member the other Vice-Chairman has to be a lay member of the Council. If the Chairman's office is vacated the highest ranking Vice-Chairman becomes the Chairman to hold office until the conclusion of the next Annual General Meeting and if the office of the Vice-Chairman is vacated a replacement Vice- Chairman is elected to hold office until the conclusion of the next Annual General Meeting.
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